Exhibit 10.3


SENSEIT CORP.


STOCKHOLDERS’ AGREEMENT


This Stockholders’
Agreement (this “Agreement”), dated as of October 27, 2006, is by
and among (a) SenseIt Corp., a
Delaware corporation (the “Company”), (b) Christopher
Toffales, an individual residing at 21 Motts Hollow Road, Port
Jefferson, New York 11777 (“Toffales”), (c) Isonics
Corporation, a California corporation having its principal place of
business at 5906 McIntyre Street, Golden, Colorado 80403 (“Isonics”), and (d)
each other holder of equity securities of the Company who becomes a party to
this Agreement, subject to the conditions set forth herein, by executing an
Instrument of Accession (“Instrument of Accession”) in the form attached as
Schedule I to this Agreement (each, an “Investor Stockholder”).


WHEREAS, pursuant to a Stock Exchange Agreement, of
even date herewith (as same may be amended or supplemented, the “Toffales
Exchange Agreement”), between Toffales and the Company, Toffales shall,
simultaneously with the execution of this Agreement by the Company, Toffales
and Isonics, exchange all 100 shares (the “Original Toffales Shares”) of the
common stock, par value $0.001 per share (the “Original Common Stock”), of the
Company (which Original Toffales Shares constitute all of the issued and outstanding
shares of Original Common Stock) for 100 shares of Class B Common Stock, par
value $0.001 per share (the “Class B Common Stock”);


WHEREAS, pursuant to a Stock Purchase Agreement, of
even date herewith (as the same may be amended or supplemented, the “Isonics
Purchase Agreement”), between the Company and Isonics, (a) Isonics shall
purchase from the Company (i) simultaneously with the consummation of the
exchange transaction contemplated by the Toffales Exchange Agreement, an
aggregate of 425,000 shares of Class A Common Stock, par value $0.001 per share
(the “Class A Common Stock”), of the Company by, among other transactions, (A)
assigning to the Company all of Isonics rights, title and interest in that
certain Development and Licensing Agreement, dated as of September 28, 2005, as
amended effective as of July 31, September 1, September 29, and October 16,
2006 (collectively, as so amended, the “Lucent Agreement”), between Lucent
Technologies Inc. (“Lucent”) and Isonics, as more fully described in the Lucent
Agreement, and (B) tendering to the Company a cash payment of $250,000, (ii) an
aggregate 25,000 shares of Class A Common Stock upon tendering to the Company a
cash payment of $250,000 within three business days of the date on which
Isonics shall receive financing from Cornell Capital Partners, L.P. (“Cornell”)
pursuant to the Securities Purchase Agreement, dated as of May 30, 2006 between
Isonics and Cornell, but in no event later than December 31, 2006, (iii) an
aggregate 100,000 shares of Class A Common Stock on or prior to January 11,
2007 in consideration of a cash payment of $1,000,000, and (iv) 50,000 shares
of Class A Common Stock upon tendering to the Company a cash payment of
$500,000 on or before February 14, 2007 (or such lesser number of shares and
payment amount to reflect 



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any issuance of Credit
Shares based upon a credit issued by Lucent resulting in the creation of a
Credit Amount (as such terms are defined in the Isonics Purchase Agreement))
and (b) the Company may be required to issue Credit Shares in the event that
Lucent issues a credit against amounts due under the Lucent Agreement resulting
in the creation of a Credit Amount; and


WHEREAS, Toffales, Isonics and the Company desire to
promote their mutual interests by imposing certain restrictions and obligations
on the Company and each party to this Agreement (each, a “Stockholder”).


NOW, THEREFORE, the parties to this Agreement hereby agree
as follows:


ARTICLE I

DEFINITIONS


Section 1.1            Certain
Capitalized Terms Defined.  For all purposes of this
Agreement, including the preamble, terms defined elsewhere in this Agreement
shall have their assigned meanings and each of the following terms shall have
the following meanings (such definitions to be applicable to both the plural and
singular of the terms defined):


“Board of Directors” shall
mean the board of directors of the Company.


“Business Day” shall mean any day other than (a) a
Saturday, (b) a Sunday, (c) a public holiday under the laws of the State of New
York or (d) any other day on which banking institutions are authorized to close
in the State of New York.


“Certificate of Incorporation” shall mean the
Certificate of Incorporation of the Company, as amended from time to time.


“Class A Director” shall have the meaning ascribed
to such term in paragraph 3.1(b).


“Class B Director” shall have the meaning ascribed
to such term in paragraph 3.1(b).


“Common Stock” shall mean the common stock, par
value $0.001 per share (the “Common Stock”), of the Company.


“Employment Agreement” shall mean that certain
Employment Agreement, dated as of even date herewith, between the Company and
Toffales, and each and every amendment and supplement to such agreement or any
succeeding employment agreement entered into by the Company and Toffales during
the term of this Agreement.


“Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended.



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“Offered Securities” shall mean the Securities that
are the subject of a proposed Transfer.


“Person” shall mean an individual, partnership,
corporation, limited liability company, association, trust, joint venture,
unincorporated organization, or any government, governmental department or
agency or political subdivision thereof.


“Public Offering” shall mean a public offering
pursuant to an effective registration statement under the Securities Act
covering the offer and sale of shares of Common Stock.


“Public Sale” shall mean any sale of Common Stock to
the public pursuant to a Public Offering or to the public through a broker or
market-maker pursuant to the provisions of Rule 144 (or any successor rule)
adopted under the Securities Act.


“Securities” shall mean each share Class A Common
Stock, Class B Common Stock and Common Stock and all securities issued by the
Company that are convertible into, exercisable or exchangeable for shares of
Class A Common Stock, Class B Common Stock and/or Common Stock.


“Securities Act” shall mean
the Securities Act of 1933, as amended.


“Stockholder” shall mean each party to this
Agreement other than the Company.


“Transfer” or “Transferred” shall mean and include
any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust,
gift, transfer by request, devise or descent, or other transfer or disposition
of any kind, including, but not limited to, transfers to receivers, levying
creditors, trustees or receivers in bankruptcy proceedings or general assignees
for the benefit of creditors, whether voluntary or by operation of law,
directly or indirectly, of any of the Securities.


ARTICLE II

TRANSFERS OF SECURITIES


Section 2.1.                                General.


(a)                                  No Transfer of any Securities made in
violation of this Agreement shall be effective, and no such Transfer shall be
recorded on the stock record books of the Company.  The Company shall not recognize any
transferee receiving any Securities in violation of the terms of this Agreement
as a stockholder of the Company, nor shall any such transferee have any rights
as a stockholder of the Company or under this Agreement.


(b)                                 Any Transfer by a Stockholder of Securities
to a Person who is not a party to this Agreement shall be made only pursuant to
the terms of this Agreement and on the 



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condition
that such Person shall become a party to this Agreement, agreeing in writing to
be bound by all of its terms, by executing and delivering to the Company a duly
completed, dated and executed Instrument and Accession.


(c)                                  All such Transfers shall be conducted in
accordance with all applicable federal and state securities laws.


(d)                                 Notwithstanding anything to the contrary
contained in this Agreement, Isonics may, upon not less than ten business days’
prior notice to the Corporation (which notice shall be accompanied by a duly
completed, dated and executed Instrument of Accession), Transfer all (but not
less than all) of the Securities then owned by Isonics to Isonics Homeland
Security and Defense Corporation, a Delaware corporation (“IHSDC”), provided
that, at the effective time of such Transfer, IHSDC is a wholly-owned
subsidiary of Isonics.  Nothing in this
paragraph 2.1(d) shall affect in any manner, Isonics’ obligations, agreements
and covenants contained in the Isonics Purchase Agreement.


Section 2.2.           Restrictions
on Transfer.  Each Stockholder agrees that such Stockholder
shall not Transfer any Securities owned by such Stockholder other than in full
compliance with the terms and provisions of this Agreement.  Notwithstanding anything contained in this
Agreement (and except as provided in paragraph 2.1(d)), no Transfer of any
Securities shall be permitted prior to the first anniversary of the date of
this Agreement.


Section 2.3.           Right
of First Refusal.


(a)                                  Effective as of the first anniversary of the
date of the Agreement and thereafter through the remainder of the term of this
Agreement, each Stockholder (the “Transferring Stockholder”) desiring to Transfer
any of the Securities owned by the Transferring Stockholder shall give the
Company and each other Stockholder (each, an “Other Stockholder”) notice of the
terms of any proposed bona fide sale of Offered Securities, including (i) the
number and type of Securities that are proposed to be Transferred, (ii) the
anticipated date of the proposed Transfer, (iii) the name and address of each
Person to whom the Transfer is proposed to be made and (iv) the material terms
of the proposed Transfer, including the cash and/or other consideration to be
received with respect to such Transfer, at least 30 days prior to the
consummation of such proposed Transfer (a “Transfer Notice”); provided, however,
that in connection with a Transfer pursuant to a Public Sale, the Transferring
Stockholder shall deliver the Transfer Notice to the Company and each Other
Stockholder at least ten business
days, or any other time period as may be mutually agreed upon by the parties to
this Agreement, prior to the consummation of such proposed Transfer pursuant to
a Public Sale.  Any such Transfer Notice
shall be deemed an irrevocable bona fide offer to sell such shares to the
Company, initially, and, thereafter, the Other Stockholders, on such terms as
set forth in such Transfer Notice and shall be deemed a representation by the
Transferring Stockholder that the proposed Transfer is a bone fide transaction.



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(b)                                 The Company shall have a period of (i) five
business days, in connection with a Transfer pursuant to a Public Sale, or (ii)
fifteen business days, in connection with any other Transfer, from the giving
of the Transfer Notice with respect to such Transfer within which to elect to
purchase all or any portion of the Offered Securities at the same price and
subject to the same material terms and conditions as described in the Transfer
Notice.  The Company may exercise such
purchase option, and thereby purchase all or any portion of the Offered
Securities, by notifying the Transferring Stockholder in writing, before the
expiration of such five or fifteen business day period, as the case may be, as
to the number and kind of such Securities that the Company wishes to
purchase.  If the Company gives the
Transferring Stockholder notice that the Company desires to purchase all or a
portion of the Offered Securities, then payment for the Offered Securities
shall be in cash, by check or wire transfer or in such other consideration as
set forth in the Transfer Notice, against delivery of the Offered Securities to
be purchased at a place, at a time and on a date agreed upon by the
Transferring Stockholder and the Company, or, if the parties are unable to
agree on the place, time and date of such purchase and sale, at 10:00 am (local
time) on the 25th business day after the expiration of such five or fifteen
business day period at the principal offices of the Company.  Neither the Transferring Stockholder nor any
member of the Board of Directors elected by holders of a class of securities of
the Company in which the Transferring Stockholder owns of record or
beneficially a majority of the outstanding shares of such class of securities
may participate in the determination by the Company whether of not to purchase
the Offered Securities pursuant to this paragraph 2(b).


(c)                                  If the Company shall have failed to elect to
purchase all of the Offered Securities by giving the Transferring Stockholder
the notice contemplated by paragraph 2.3(b), the Other Stockholders shall have
a period of (i) ten business days, in connection with a Transfer pursuant to a
Public Sale, and (ii) 25 business days, in connection with any other Transfer,
from the giving of the Transfer Notice with respect to such Transfer within
which to elect to purchase their respective pro rata shares of the Offered
Securities not being purchased by the Company, at the same price and subject to
the same material terms and conditions as described in the Transfer
Notice.  Each Other Stockholder may
exercise such purchase option, and thereby purchase all or any portion of its
pro rata share of the Offered Securities not being purchased by the Company, by
notifying the Transferring Stockholder in writing, before the expiration of
such ten or 25 business day period, as the case may be, as to the number of
such shares that the Other Stockholder desires to purchase.  For the purpose of the preceding sentence,
each Other Stockholder’s pro rata share shall be a fraction of the Offered
Securities not being purchased by the Company, the numerator of which shall be
the number of shares of Common Stock issuable upon conversion of Class A Common
Stock and Class B Common Stock upon the occurrence of a Threshold Event (as
such term is defined in the Certificate of Incorporation of the Company) and
the number of shares of Common Stock owned by such Other Stockholder on the
date of the Transfer 



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Notice
and the denominator of which shall be the total number of shares of Common
Stock then outstanding plus the number of shares of Common Stock
issuable upon conversion of Class A Common Stock and Class B Common Stock upon
the occurrence of a Threshold Event then owned by all Other Stockholders, each
as of the date of the Transfer Notice. 
Each participating Other Stockholder shall have a right of reallotment
such that, if any Other Stockholder fails to exercise the right to purchase
such other Stockholder’s full pro rata share of the Offered Securities, each
participating Other Stockholders may exercise an additional right to purchase,
on a pro rata basis, the Offered Securities not previously purchased.  If a participating Other Stockholder gives
the Transferring Stockholder notice that the participating Other Stockholder
desires to purchase its pro rata share of the Offered Securities and, as the
case may be, its reallotment, then payment for the Offered Securities shall be
in cash, by check or wire transfer or in such other consideration as set forth
in the Transfer Notice, against delivery of the Offered Securities to be
purchased at a place, at a time and on a date agreed upon by the Transferring
Stockholder and the Company, or, if the parties are unable to agree on the
place, time and date of such purchase and sale, at 10:00 am (local time) on the
fifth business day after the expiration of such ten or 25 business day period
at the principal offices of the Company.


(d)                                 If all the Offered Securities are not so
purchased by the Company and Other Stockholders, the Transferring Stockholder
shall be free for a period of 90 days after expiration of the time periods
referred to in this Section 2.3 to consummate the proposed transaction upon
terms not more favorable to the Transferring Stockholder than those set forth
in the Transfer Notice with respect to any Offered Securities not sold to the
Company and the Other Stockholders pursuant to this Section 2.3.  Promptly upon the consummation of any such
transaction, the Transferring Stockholder shall confirm in writing to the
Company and Other Stockholders the terms of the transaction as so consummated,
including the number and kind of Securities involved, the consideration
received, and the name of the party to whom the Transfer was made. After the
expiration of said 90 day sale period, subject to the time period set forth in
paragraph 2.3(a), if such Transferring Stockholder again wishes to Transfer any
Securities, such Transferring Stockholder shall again offer the Securities in
accordance with the provisions of this Section 2.3.


(e)                                  Should the purchase price specified in the
Transfer Notice be payable in property other than cash or evidences of
indebtedness, the Company and Other Stockholders shall have the right to pay
the purchase price in the form of cash equal in amount to the value of such
property.  If the Transferring
Stockholder and the Company and such Other Stockholders cannot agree on such
cash value within fifteen business days after the receipt of the Transfer
Notice, the valuation shall be made by an appraiser of recognized standing
selected by the Company.  The cost of
such appraisal shall be shared equally by the Company, such Other Stockholders
and the Transferring Stockholder.



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Section 2.4.           Drag
Along Rights.


(a)                                  Effective as of the first anniversary of the
date of this Agreement and thereafter through the remainder of the term of this
Agreement, in the event the holders of a majority of the then outstanding
shares of Class A Common Stock or Class B Common Stock (and, following the
occurrence of a Threshold Event, the Common Stock) (in either case, the “Control
Group”) elect to transfer all of the Securities owned by the members of the
Control Group to an unaffiliated third party (a “Third Party”) (including any
transfer of shares that is being effected by a merger or consolidation of the
Company with another person), the Control Group shall have the right (the “Drag-Along
Right”) to cause each of the other Stockholders as a group to transfer all of
their Securities to the Third Party (or to exchange such Securities pursuant to
the terms of such merger or consolidation) at the same price and on the same
terms and conditions as the Control Group Transfer their Securities to the
Third Party; provided, however, that, in connection with the
exercise of a Drag-Along Right prior to the occurrence of a Threshold Event,
the holders of Class B Common Stock shall be entitled to receive, in aggregate,
no less than 10% of the total consideration being tendered by the Third Party
in connection with such transaction.


(b)                                 The Control Group may elect to exercise the
Drag-Along Right by delivering written notice to all of the other Stockholders
and the Company 30 days prior to the consummation of the Transfer described in
paragraph 2.4(a), such notice to be accompanied by a copy of the definitive
documentation pursuant to which the Securities will be transferred to the Third
Party by the Control Group and will state (i) the bona fide intention of the
Control Group to effect the Transfer described in paragraph 2.4(a), (ii) the
name and address of the Third Party and (iii) the expected closing date of such
Transfer.  The notice delivered pursuant
to this paragraph 2.4(b) shall also be deemed a Transfer Notice under paragraph
2.3(a) and the Company and all other Stockholders shall have all of the rights
granted under Section 2.3 with respect to the Securities owned by the Control
Group.


(c)                                  Each Stockholder as part of its participation
in the Transfer pursuant to a duly exercised Drag-Along Right shall deliver to
the Third Party at a closing to be held at the offices of the Company (or such
other place as the parties agree), one or more certificates, properly endorsed
for transfer, which represent all of the Securities owned by such Stockholder
and each Stockholder shall make such representations and warranties, and shall
enter into such agreements, as are customary and reasonable in the context of
the proposed sale, including, without limitation, representations and
warranties (and indemnities with respect thereto) that the transferee of the
Securities (or interests therein) is receiving good and marketable title to
such Securities (or interests therein), free and clear of all pledges, security
interests, or other liens; provided, however, that with respect
to any matter as to which a Stockholder shall agree to provide indemnification
(other


 



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than
its own title to such Securities), such Stockholder shall in no event be
required to provide indemnification in an amount that would exceed its pro rata
portion of the total liability for which such indemnification is sought, which
pro rata portion shall be determined on the basis of the percentage of the
total Securities involved in such transfer that are represented by the
Securities owned by such Stockholder.  In
addition, each Stockholder and the Control Group shall reasonably cooperate and
consult with each other in order to effect the Transfer described in this
Section 2.4, and each Stockholder shall provide reasonable assistance to the
Control Group in connection with the preparation of disclosure schedules
relating to representations and warranties to be made to the Third Party in
connection with such Transfer and in the determination of the appropriate scope
of, or limitations or exceptions to, such representations and warranties.


(d)                                 If the transaction which is the subject of
the Drag Along Right is structured as an acquisition, merger or consolidation
of the Company, each Stockholder shall waive any dissenters’ rights, appraisal
rights or similar rights in connection with such Transfer.


(e)                                  In the event that the Control Group consists
of holders of a majority of the then outstanding shares of Class A Common Stock
and such Control Group desires to Transfer less than all of the shares of Class
A Common Stock owned by the members of such Control Group, all of the
provisions of this Section 2.4 shall remain applicable proportionately (as the
number of shares of Class A Common Stock owned by the Control Group subject to
the partial exercise of the Drag-Along Right bears to the total number of
shares of Class A Common Stock owned by the Control Group), but only with
respect to Class A Common Stock and shall only be effective if the Third Party
becomes a party to this Agreement as an Investor Stockholder by executing and
delivering to the Company a duly completed, dated and executed Instrument of
Accession.


Section 2.5.           Tag-Along
Rights.  Each Stockholder agrees that:


(a)                                  In the event that any Stockholder (the “Purchase
Offer Stockholder Recipient”) shall receive a bona fide offer from a third
party not a party to this Agreement to purchase (the “Purchase Offer”) any of
the Securities owned by such Purchase Offer Stockholder Recipient, and the
Purchase Offer Stockholder Recipient determines to accept such Purchase Offer,
then, prior to accepting such Purchase Offer, the Purchase Offer Stockholder
Recipient shall arrange for the proposed purchaser to make, in lieu of the
Purchase Offer, a substitute bona fide offer to purchase the same number and
kind of Securities that were the subject of the Purchase Offer, and upon the
same terms and conditions as the Purchase Offer (appropriately adjusted for any
conversion rights or common stock equivalency calculations), from the
Stockholders owning Securities in the relative proportions and otherwise as
described in paragraph 2.5(b) (the “Substitute Purchase Offer”).



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(b)                                 In the event a Substitute Purchase Offer is
made, the Purchase Offer Stockholder Recipient shall give each of the other
Stockholders written notice of the making of the Substitute Purchase Offer (the
“Substitute Purchase Offer Notice”) specifying (i) the number and kind of
Securities that is the subject of such Substitute Purchase Offer, (ii) the
terms (including the proposed date of consummation of the Substitute Purchase
Offer, which shall be not less than 30 business days following the date of the giving
of the Substitute Purchase Offer Notice) of such Substitute Purchase Offer, and
(iii) the identity of the proposed purchaser. 
Upon receipt of the Substitute Purchase Offer Notice, each Stockholder
shall have the right (the “Tag-Along Rights”) to participate in the Substitute
Purchase Offer, pro rata, with the Purchase Offer Stockholder Recipient.


(c)                                  The Tag-Along Right may be exercised by a
Stockholder by delivery, not later than fifteen days after receipt of the
Substitute Purchase Offer Notice, of a written notice (the “Tag-Along Notice”)
to the Purchase Offer Stockholder Recipient.


Section 2.6.           Right
to Sell in the Event of a Dispute.  Notwithstanding anything to the
contrary contained in this Article II, in the event that (a) either the Class A
Common Stock Director or Class B Common Stock Director affirmatively votes
against a proposal before the Board of Directors to (i) accept an investment
offer made by any Person other than a Stockholder (an “Investment Issue”) or
(ii) approve and adopt an exit strategy involving a spin-off, merger,
consolidation or dissolution of the Company or the sale of all or substantially
all of the Company’s assets in a single transaction, series of related
transactions or plan (an “Exit Strategy Issue”), (b) the Corporation is, at
such time, insolvent or is anticipated, based on the then current trend of the
Company’s financial position, to be insolvent within 90 days thereafter, (c)
the Investment Issue or Exit Strategy Proposal has been approved (and, if
applicable, adopted) by a majority vote of the Board of Directors and (d) the
holders of a majority of the outstanding Class A Common Stock, if the Class A
Common Stock Director has affirmatively voted against such proposal, or the
holders of a majority the outstanding Class B Common Stock, if the Class B
Common Stock Director has affirmatively voted against such proposal, do not
consent to such majority vote of the Board of Directors, then such holders (the
“Disapproving Stockholders”) of the majority of the outstanding Class A Common
Stock or Class B Common Stock, as the case may be, shall have the right to
offer and sell all of the Disapproving Stockholders’ shares of Class A Common
Stock or Class B Common Stock, as the case may be, to the holders of Class B
Common Stock, if it is Class A Common Stock to be sold, or the holders of Class
A Common Stock, if it is Class B Common Stock to be sold, or designees of such
holders, at a price equal to the fair market value of the shares to be sold
(such fair market value to be determined, as of the date of the Board of
Directors vote on the subject proposal and without giving effect to any
subsequent financing or other activities of the Company, by an unaffiliated
third party designated by the director (the “Other Director”) of the Company
who is not the Class A Common Stock Director or Class B Common Stock
Director).  Exercise of such right to
offer and sell the Disapproving Stockholders’ shares of Class A Common Stock or
Class B Common Stock, as the case may be, shall be made by written notice to
the holders of 



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Class A Common Stock, if it is Class B Common Stock to be sold, or to
the holders of Class B Common Stock, if it is Class A Common Stock, and the
Board of Directors.  The Other Director
shall have ten business days from the giving of such notice upon which to
designate the unaffiliated third party to determine the fair market value of
the Disapproving Stockholders’ shares to be sold.  The sale of the Disapproving Stockholders’
shares shall be consummated no later than ten business days following the
determination of the fair market value of the Disapproving Stockholders’ shares
by the unaffiliated third party.


Section 2.7.           No
Waiver of a Stockholder’s Rights.  Any election by any Stockholder
not to invest additional funds in the Company in any particular instance in
which such Stockholder has the option, but not the obligation, to invest in the
Company pursuant to this Article II, shall not affect the ability of the
Stockholder to provide additional funding in any other instance in which the
Stockholder has the option, but not the obligation, to invest in the Company
pursuant to this Article II.


Section 2.8.           Legend
on Share Certificates; Stock Transfer Orders.


(a)                                  The Company shall endorse legends in the
following form, together with any other legends the Company may reasonably
require, on the face or reverse side of the certificates evidencing all
Securities owned by each Stockholder:


“The securities represented by this certificate are subject to the
terms and conditions of a Stockholders’ Agreement, dated as of             ,
2006, among the Company, Christopher Toffales, Isonics Corporation and others,
a copy of which is on file with the Company, and such securities may not be
Transferred (as such term is defined in such Stockholders’ Agreement), except
in accordance with the terms and conditions of such Stockholders’ Agreement.”


“The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or the securities laws
of any state and may be offered and sold only if so registered or if an
exemption from such registration is available and the Company has received an
opinion of counsel satisfactory to the Company that such exemption is
available.”


(b)                                 The Company shall make a notation in the
appropriate books and records of the Company prohibiting the Transfer of the
Securities heretofore and hereafter issued to the Stockholders, or to any other
person acquiring Securities pursuant to this Agreement, in the absence of compliance
with all of the terms and conditions of this Agreement.



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ARTICLE III

BOARD OF DIRECTORS AND VOTING AGREEMENTS


Section 3.1.           Board
of Directors; Voting Agreements.


(a)                                  Until the occurrence of a Threshold Event,
the number of members of the Board of Directors shall be fixed at three.


(b)                                 In accordance with the Certificate of
Incorporation of the Company, (i) the holders of Class A Common Stock shall be
entitled at each meeting of the stockholders of the Corporation at which the
Board of Directors are to be elected to elect one member (the “Class A Common
Stock Director”) of the Board of Directors (and to fill any vacancy created by
the resignation, death or removal of the Class A Common Stock Director) and
(ii) the holders of Class B Common Stock shall be entitled at each meeting of
the stockholders of the Corporation at which the Board of Directors are to be
elected to elect one member (the “Class B Common Stock Director”) of the Board
of Directors (and to fill any vacancy created by the resignation, death or
removal of the Class B Common Stock Director). 
The holders of Class A Common Stock also shall have the power to remove
any Class A Common Stock Director, whether or not for cause, upon the
affirmative vote of holders of a majority of the then outstanding shares of
Class A Common Stock and the holders of Class B Common Stock also shall have
the power to remove any Class B Common Stock Director, whether or not for
cause, upon the affirmative vote of holders of a majority of the then
outstanding shares of Class B Common Stock.


(c)                                  Prior to each annual meeting of the
stockholders of the Company, the Class A Common Stock Director and Class B
Common Stock Director then in office shall designate a third person who shall
qualify as an “independent director,” as such term is used in the applicable
regulations promulgated by the Nasdaq Stock Market, Inc. (or regulations
promulgated by any other national stock exchange on which any class of the
Company’s securities is, at the time of such designation, listed), and who
shall otherwise have no prior affiliation with either the Company or any holder
of Class A Common Stock or Class B Common Stock or any affiliates of such
holders (other than as an independent director of the Company), to be the Board
of Director’s nominee for election as the third member of the Board of
Directors at such annual meeting of stockholders.  Such nominee shall only be deemed elected as
a director of the Company if the nominee receives a majority of the votes cast
by each of the holders of Class A Common Stock and the holders of Class B
Common Stock.  If such nominee fails to
receive a majority of the votes cast by each of the holders of Class A Common
Stock and the holders of Class B Common Stock, then a new alternate nominee
shall be designated in accordance with the terms of this paragraph 3.1(c) and a
special meeting of the stockholders of the Company shall be called and held for
the purpose of acting on the election of such alternate nominee.  In the event that a vacancy shall occur in 



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the Board of Directors as a
result of the death, disability, resignation or any other termination of the
director elected pursuant to this paragraph 3.1(c), the replacement for such
vacating director shall be designated by the Class A Common Stock Director and
Class B Common Stock Director, acting unanimously, to serve until the next
annual meeting of the stockholders of the Company.


(d)                                 Toffales shall act as the Chief Executive
Officer and President of the Company and will manage the day-to-day affairs of the
Company.  In such capacity, Toffales 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 Toffales, the Company or any affiliate of
Toffales or the Company;


(B)           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 to any person
or entity;


(E)           (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


(G)           fail to terminate the Lucent
Agreement 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



 12
 






 



 


(ii)           the majority vote of the Board of
Directors and an affirmative vote of the holders of a majority of the
outstanding shares of each class of Securities 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)           lend money to or
guaranty or become surety for the obligations of any person or entity.


(e)                                  Notwithstanding anything to the contrary
contained in clause (ii) of paragraph 3.1(d), all actions by the Board of
Directors, other than those specified in said clause, will require the majority
vote of the Board of Directors.


(f)                                                    (i)            Each Stockholder agrees to vote, or
cause to be voted, all Securities held by the Stockholder for approval and
adoption of an amendment (the “Common Stock Classification Amendment”) to the
Certificate of Incorporation to eliminate the authorization of Class A Common
Stock and Class B Common Stock upon the occurrence of a Threshold Event.  In addition, each Stockholder, if a holder of
Class A Common Stock, shall do all reasonable acts to cause the Class A Common
Stock Director to vote for approval and adoption of the Common Stock Classification
Amendment and, if a holder of Class B Common Stock, shall do all reasonable
acts to cause the Class B Common Stock Director to vote for approval and
adoption of the Common Stock Classification Amendment.


(ii)           EACH STOCKHOLDER HEREBY GRANTS TO THE BOARD OF
DIRECTORS, AND EACH MEMBER OF THE BOARD OF DIRECTORS,  AN IRREVOCABLE PROXY, COUPLED WITH AN
INTEREST, TO VOTE ALL OF THE VOTING SECURITIES OWNED BY SUCH STOCKHOLDER OR
OVER WHICH SUCH STOCKHOLDER HAS VOTING CONTROL TO THE EXTENT NECESSARY TO CARRY
OUT THE PROVISIONS OF SUBPARAGRAPH 3.1(f)(i), BUT ONLY IN THE EVENT OF AND TO
THE EXTENT NECESSARY TO REMEDY ANY BREACH BY SUCH STOCKHOLDER OF THE
STOCKHOLDER’S OBLIGATIONS UNDER THE VOTING AGREEMENT CONTAINED IN SUBPARAGRAPH
3.1(f)(i).



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ARTICLE IV

ADDITIONAL STOCKHOLDER AGREEMENTS, RIGHTS AND OBLIGATIONS


Section 4.1.           Class A Common Stock Right of First Refusal.  In
the event that the Board of Directors determines to seek additional capital
funding in order to continue the operations of the Company (it being
specifically excluded any Acquisition Financing, as such term is defined in the
Certificate of Incorporation), (a “Continuing Operations Funding”), each of the
holders of Class A Common Stock shall have the right, but not the obligation,
to purchase the securities to be sold in the Continuing Operations
Financing.  The Company shall give each
holder of then outstanding Class A Common Stock notice of the proposed
Continuing Operations Funding and offer to such holder the right, exercisable
for 30 days after the giving of such notice, to purchase the securities being
offered in the Continuing Operations Funding in such proportion equal to the
proportion of Class A Common Stock then outstanding owned of record by the
holder.  Such offer to the holders of
Class A Common Stock shall be on the same terms and conditions as the Company
intends to offer the securities subject to the Continuing Operations Funding to
third parties.  Any securities subject to
the Continuing Operations Funding not purchased by the holders of Class A
Common Stock during such 30-day period shall be offered to third parties but
only on the same terms and conditions as any of such securities are being sold
to the holders of Class A Common Stock upon exercise of the right granted by this
Section 4.1.


Section 4.2.           Commitments
of Isonics.


(a)                                  Following Isonics consummating all of the
securities’ purchases contemplated by the Isonics Purchase Agreement, Isonics
shall either (i) make such additional capital and/or debt investments in the
Company as the Board of Directors deems in the best interests of the Company or
(ii) use its best efforts to assist the Company in obtaining additional
financing.


(b)                                 Isonics shall keep the Company advised as to
Isonics’ financial condition and financing plans and, if Isonics determines
that Isonics is not able to consummate any of the securities’ purchases or
investments contemplated by the Isonics Purchase Agreement, Isonics shall give
the Company no less than 90 days’ advance notice of Isonics inability to consummate
such securities purchase or investments.


Section 4.3.           Commitments
of Toffales.


(a)                                  In his capacity as Chief Executive Officer
and President of the Corporation, but subject to all applicable laws relating
to the disclosure of confidential information, Toffales shall, as frequent as
reasonably necessary but without unreasonably interfering with Toffales’ other
duties and responsibilities and time restrictions under the Toffales Employment
Agreement, (i) inform all Stockholders, including Isonics, of (A) the progress
and business activities of the Company, and (B) the Company’s financial
condition, including the solvency of the Company or the Company approaching the
zone of insolvency and (ii) promptly reply to reasonable requests for
information made by any Stockholder and the directors of the Company relating
to the operations of the Company.


 



 14














 


 


(b)                                 Subject to Isonics providing the Company with
an agreement to keep confidential any the disclosure of confidential
information other than to utilize information provided by the Company in order
for Isonics to comply with Isonics’ reporting obligations under the Securities
Act and Exchange Act, Toffales shall cause the Company to deliver to Isonics
the financial information Isonics reasonably requires in order to prepare and
file all reports, registration statements and other documents that Isonics is required
to file or publicly make available under the Securities Act and Exchange Act,
within fifteen days following the end of each fiscal quarter of the Company and
30 days following the end of each fiscal year of the Company.


Section 4.4.           Commitments
of the Company.


(a)                                  The Company shall deliver to Isonics the
financial information Isonics reasonably requires in order to prepare and file
all reports, registration statements and other documents that Isonics is
required to file or publicly make available under the Securities Act and
Exchange Act, within fifteen days following the end of each fiscal quarter of
the Company and 30 days following the end of each fiscal year of the Company.


(b)                                 The Company shall provide reasonable
assistance to the independent registered public accounting firm retained by
Isonics, at Isonics’ sole cost and expense, to audit the books and records of
the Company and provide Isonics with audited annual financial statements of the
Company, when and as reasonably required by Isonics in order for Isonics to
comply with  Isonics’ reporting
obligations under the Securities Act and Exchange Act.


(c)                                  The Company will not authorize the issuance
of any Securities or accept the Transfer by any Stockholder of Securities of
the Company unless the person acquiring such Securities agrees to become a
party to this Agreement, appropriately modified, such agreement to be evidenced
by a duly completed, dated and executed Instrument of Accession.


ARTICLE V

MISCELLANEOUS


Section 5.1.           Severability. 
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.



 15
 






 



 


Section 5.2.           Entire
Agreement; No Third Party Beneficiaries.  Each
party to this Agreement hereby acknowledges that no other party or any other
person or entity has made any promises, warranties, understandings or
representations whatsoever, express or implied, not contained in this Agreement
and acknowledges that it has not executed this Agreement in reliance upon any
such promises, representations, understandings or warranties not contained
herein and that this Agreement supersedes all prior agreements and
understandings between the parties with respect thereto.  There are no promises, covenants or
undertakings other than those expressly set forth or provided for in this
Agreement.  This Agreement is not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder.


Section 5.3.           Successors
and Assigns.  Except as otherwise
provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties.  Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.


Section 5.4.           Counterparts;
Facsimile Signatures.  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. 
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.


Section 5.5.           Remedies.  The
Stockholders will be entitled to enforce their rights under this Agreement
specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. 
The parties hereto agree and acknowledge that money damages may not be
an adequate remedy for any breach of the provisions of this Agreement and that
any Stockholder may in its sole discretion apply to any court of law or equity
of competent jurisdiction for specific performance and/or injunctive relief in
order to enforce or prevent any violation of the provisions of this
Agreement.  In the event of any dispute
involving the terms of this Agreement, the prevailing party shall be entitled
to collect reasonable fees and expenses incurred by the prevailing party in
connection with such dispute from the other parties to such dispute.


Section 5.6.           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:



 16
 






 



 


	
  

  	
  If to Toffales, 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 Isonics, to:

  	
  James E. Alexander, President

  
	
   

  	
   

  	
  Isonics Corporation

  
	
   

  	
   

  	
  5906 McIntyre Street

  
	
   

  	
   

  	
  Golden, Colorado 80403

  
	
   

  	
   

  	
  Facsimile: (303) 279-7300

  
	
   

  	
   

  	
  E-Mail: jealexander@isonics.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
  Herrick K. Lidstone, Jr., Esq.

  
	
   

  	
   

  	
  Burns, Figa & Will, P.C.

  
	
   

  	
   

  	
  6400 South Fiddlers Green Circle

  
	
   

  	
   

  	
  Suite 1000

  
	
   

  	
   

  	
  Greenwood Village, Colorado 80111

  
	
   

  	
   

  	
  Facsimile: (303) 796-2626

  
	
   

  	
   

  	
  E-Mail: hklidstone@bfw-law.com

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the Company, to:

  	
  Christopher Toffales, President

  
	
   

  	
   

  	
  SenseIt Corp.

  
	
   

  	
   

  	
  21 Motts Hollow Road

  
	
   

  	
   

  	
  Port Jefferson, New York 11777

  
	
   

  	
   

  	
  Facsimile: (631) 331-3371

  
	
   

  	
   

  	
  E-Mail: Toffales21@aol.com

  



 



 17
 






 



 


	
  

  	
  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 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 5.6

  
	
   

  	
   

  	
   

  
	
   

  	
  If to any other Stockholder, to: 

  	
  The address of such Stockholder on the Instrument of
  Accession of such Stockholder 

  



 


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 5.6.  Each
such notice, demand, request or other communication shall be deemed given (i)
on the date of such 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.


Section 5.7.           Amendment
and Waiver.  No modification, amendment or waiver of any
provision of this Agreement will be effective against the Company or the
Stockholders unless such modification, amendment or waiver is approved in
writing by the Company, Toffales, Isonics and all other Stockholders.  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 non-breaching or non-defaulting 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.


Section 5.8.           Termination. 
Notwithstanding any other provision of this Agreement, this Agreement
may be terminated in a writing approved by the Company, Toffales and
Isonics.  This Agreement will terminate
automatically upon the earliest to occur of (a) the completion of any voluntary
or involuntary liquidation or dissolution of the Company, (b) the sale of all
or substantially all of the Company’s assets or of a majority of the
outstanding equity of the Company (determined on a fully diluted basis) to any
Person 



 18
 






 



 


that is not a party to this Agreement (whether pursuant to a merger,
consolidation or otherwise), or (c) on the date that the Company becomes subject
to the reporting requirements of Section 13 of the Exchange Act.


Section 5.9.           Governing
Law. The
construction, validity and interpretation of this Agreement will be governed by
and construed in accordance with the laws of the State of Delaware, without
regard to principles of conflicts of law.


Section 5.10.        Term
of the Agreement.  Unless sooner terminated in accordance with
Section 5.8, this Agreement shall have a term of ten years commencing as of the
date of this Agreement; provided, however, the term of this
Agreement shall be automatically renewed for an unlimited number of one year
terms unless a party to this Agreement shall give written notice to all other
parties to this Agreement of its termination no less than 30 days prior to the
end of the original term or any renewal term, in which event this Agreement
shall terminate at the end of the original term or such renewal term, as the
case may be.


Section 5.11.        Titles and
Subtitles. 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.


Section
5.12.        Delays or Omissions.  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 non-breaching
or non-defaulting 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.



 19
 






 



 


IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement on the
day and year first above written.


	
  

  	
  SenseIt Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Christopher
  Toffales, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Isonics Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  James E.
  Alexander, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Christopher
  Toffales

  



 



 20
 






 



 


Schedule I

Form of Instrument of Accession


Instrument of Accession


Reference is made to that certain Stockholders’ Agreement, dated as of             ,
2006, a copy of which is attached hereto (as amended and in effect from time to
time, the “Stockholders Agreement”), among SenseIt Corp. (the “Company”),
Isonics Corporation and Christopher Toffales, and the Investor Stockholders (as
defined in the Stockholders Agreement). 
The undersigned,                         ,
in order to become the owner or holder of [identify Securities being
Transferred] (the “Securities”) of the Company hereby agrees that, by the
undersigned’s execution of this Instrument of Accession, the undersigned is an
Investor Stockholder and party to the Stockholders Agreement, subject to all of
the restrictions and conditions applicable to Stockholders set forth in such
Stockholders’ Agreement, and all of the Securities are subject to all the
restrictions and conditions applicable to the Securities, as set forth in the
Stockholders Agreement.  This Instrument
of Accession shall take effect and shall become a part of the Stockholders
Agreement immediately upon acceptance by the Company.  Executed as of the date set forth below under
the laws of the State of Delaware.


	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  
	
   

  	
   

  	
   

  
	
  E-Mail:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  SenseIt Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 



 21