EXHIBIT
10.4


PLEDGE
AND ESCROW AGREEMENT


THIS PLEDGE AND ESCROW AGREEMENT
(the “Agreement”) is made and entered into as of April 10, 2007 (the “Effective
Date”) by and among ISONICS CORPORATION,
a corporation organized and existing under the laws of the State of California
(the “Pledgor” or “Company”), CORNELL
CAPITAL PARTNERS, L.P., (the “Pledgee”), and DAVID GONZALEZ, ESQ.,
as escrow agent (“Escrow Agent”).


RECITALS:


WHEREAS, in order to secure the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all of the Company’s
obligations to the Pledgee or any successor to the Pledgee under  this Agreement, the
Securities Purchase Agreement of even date herewith between the Pledgor and the
Pledgee (the “Securities Purchase Agreement”), the secured convertible
debentures (the “2007 Convertible Debentures”) issued by the Company to
the Pledgee, in a total of Two Million Dollars ($2,000,000) of principal, plus
any interest, costs, fees, and other amounts owed to the Pledgee thereunder, the
Security Agreements dated May 30, 2006 between the Pledgor and the Pledgee (the
“Security Agreement”), the Investor Registration Rights Agreement, and
the Irrevocable Transfer Agent Instructions, all of which are dated the date
hereof (collectively referred to as the “2007 Transaction Documents”)
(collectively, the “Transaction Documents”), the Pledgor has agreed to
irrevocably pledge to the Pledgee five hundred fifty thousand (550,000) shares
(the “Pledged Shares”) of Class A Common Stock, par value $0.001 per
share of SenseIt Corp., a Delaware corporation (“SenseIt”), currently
owned of record and beneficially by Pledgor..


WHEREAS, the Company issued and
the Secured Party purchased secured convertible debentures in the aggregate
amount of Sixteen Million Dollars ($16,000,000) pursuant to the Securities
Purchase Agreement dated May 30, 2006, (the “May 2006 Convertible Debentures”),
which shall be convertible into shares of common stock of the Company, no par
value (the “Common Stock”) (as converted, the “Conversion Shares”),
in the respective amounts set forth on Schedule I attached to the
Securities Purchase Agreement dated May 30, 2006;


WHEREAS, the Company desires to secure the full and prompt payment when
due (whether at the stated maturity, by acceleration or otherwise) of all of
the Company’s obligations to the Pledgee or any successor to the Pledgee under  the Securities Purchase Agreement dated May 30, 2006,
the  May 2006 Convertible Debentures, the
Investor Registration Rights Agreement dated May 30, 2006,  and the Irrevocable Transfer Agent
Instructions dated May 30, 2006 (collectively referred to as the “May 2006
Transaction Documents”) (collectively the 2007 Transaction Documents and
the May 2006 Transaction Documents are referred to as the “Transaction
Documents”);


NOW, THEREFORE, in consideration
of the mutual covenants, agreements, warranties, and representations herein
contained, and for other good and valuable consideration, and subject to the
approval of SenseIt and the other stockholders of SenseIt, pursuant to the
agreement 



   
 









among the stockholders of SenseIt, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:


TERMS
AND CONDITIONS


1.             Pledge and Transfer of
Pledged Shares; Delivery of SenseIt Stockholders’ Agreement.


1.1.          The Pledgor hereby
grants to Pledgee a security interest in all Pledged Shares as security for
Pledgor’s obligations to the Pledgee under the 2007  Convertible Debentures and the May 2006
Convertible Debenture (collectively referred to as the “Convertible
Debentures”) (the
“Obligations”). 
Simultaneously with the execution of this Agreement, the Pledgor shall
deliver to the Escrow Agent stock certificates representing the Pledged Shares
which have been re-issued in the name of the Pledgor, together with duly
executed stock powers or other appropriate transfer documents executed in blank
by the Pledgor (the “Transfer Documents”) and (b) Pledgee shall deliver
to the Escrow Agent two copies of a completed Instrument of Accession, each
duly executed by Pledgee and SenseIt (the “Instrument of Accession”), in
the form attached as Schedule I to that certain Stockholders’ Agreement, dated
as of October 26, 2006 (the “SenseIt Stockholders Agreement”), among
SenseIt, Christopher Toffales (“Toffales”) and Pledgor, pursuant to
which Pledgee shall become a party to, and subject to all of the restrictions
and conditions of a stockholder owning the Pledged Securities upon the exercise
of Pledgee’s rights under Section 5. 
Such stock certificates,  and
Transfer Documents and Instrument of Accession shall be held by the Escrow
Agent pursuant to this Agreement until the full payment of all amounts due to
the Pledgee under the and through repayment in accordance with the terms of the
Convertible Debentures, the receipt by Escrow Agent of a Default Notice (as
defined herein) or the termination or expiration of this Agreement in
accordance with its terms shall have occurred, such stock certificates,
Transfer Documents and Instrument of Accession shall thereafter be delivered to
the appropriate parties as provided in this Agreement.


2.             Rights Relating to Pledged
Shares.


2.1           Prior to the occurrence of an Event
of Default (as defined herein) and the issuance of Pledged Shares to the
Pledgee (in accordance with Section 5.1), the Pledgor shall be entitled to vote
the Pledged Stock and to give consents, waivers, and ratifications in respect
thereof, provided that no vote shall be cast or consent, waiver or ratification
given or any action taken which would violate, or not comply with any of the
terms and provisions of this Agreement, the Convertible Debentures or any and
all documents executed in connection therewith. 
If there shall have occurred an Event of Default, Pledgee shall be
entitled to vote or consent in Pledgee’s sole discretion the Pledged Shares.


2.2           Prior to the occurrence of an Event
of Default (as defined herein) and the issuance of Pledged Shares to the
Pledgee (in accordance with Section 5.1), all cash dividends payable in respect
of the Pledged Stock shall be paid to Pledgor, provided that all cash dividends
payable in respect of the Pledged Stock which are determined by Pledgee, in
Pledgee’s absolute discretion, to represent in whole or in part, an
extraordinary, liquidating or other distribution in return of capital shall be
paid to the Escrow Agent and retained by it as part of the collateral 



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under
the Security Agreement.  The Escrow Agent
shall also be entitled to receive directly, and to retain as part of the
collateral under the Security Agreement:


(a)           other or additional stock or
securities or property (other than cash) paid or distributed by way of dividend
in respect of the Pledged Stock;


(b)           all other or additional (or less)
stock or any other securities or property (including cash) paid or distributed
in respect of the Pledged Stock by way of stock-split, spin-off, split-up,
reclassification, combination of shares or similar corporate rearrangement;


(c)           all other or additional stock or
other securities or property (including cash) which may be paid or distributed
in respect of the collateral under the Security Agreement by reason of any
consolidation, merger, exchange of stock, conveyance of assets, liquidation or
similar corporate reorganization of SenseIt.


3.             Release of Pledged Shares
from Pledge.  Upon the payment of all amounts due to
the Pledgee under the Convertible Debentures by repayment in accordance with
the terms of the Note, the parties hereto shall notify the Escrow Agent to such
effect in writing.  Upon receipt of such
written notice, the Escrow Agent shall return to the Pledgor the Transfer
Documents, the certificates representing the Pledged Shares, as well as the two
executed copies of the Instrument of Accession delivered to the Escrow Agent
pursuant to Section 1.1, (collectively the “Pledged Materials”),
whereupon any and all rights of Pledgee in the Pledged Materials shall be
terminated.  Notwithstanding anything to
the contrary contained herein, upon full payment of all amounts due to the
Pledgee under the Convertible Debentures, by repayment in accordance with the
terms of the Convertible Debentures, this Agreement and Pledgee’s security
interest and rights in and to the Pledged Shares shall terminate.


4.             Event of Default.  An
“Event of Default” shall be deemed to have occurred under this Agreement
upon any Event of Default under the Transaction Documents.


5.             Remedies.


5.1.          Upon and anytime
after the occurrence of an Event of Default, the Pledgee shall have the right
acquire the Pledged Shares in accordance with the following procedure:  (a) the Pledgee shall provide written notice
of such Event of Default (the “Default Notice”) to the Escrow Agent,
with copies to the Pledgor, SenseIt and Toffales; (b) in a Default Notice the
Pledgee shall specify the number of Pledged Shares to be foreclosed by on by
the Pledgee, and (c) as soon as practicable after receipt of a Default Notice,
the Escrow Agent shall deliver to SenseIt 
copies of the applicable Transfer Documents with respect to the number
of Pledged Shares the Pledgor is foreclosing upon, together one executed copy
of the Instrument of Accession to SenseIt (with second executed copy of the
Instrument of Accession being delivered to Toffales) with instructions to
SenseIt to amend their books and records to reflect the ownership of such
specified number of Pledged Shares by the Pledgee in accordance with the terms
of this Agreement (the “Instructions”).


5.2.          Upon receipt of the
Pledged Shares issued to the Pledgee in accordance with Section 5.1, the
Pledgee shall have all rights, title and interest to such Pledged Shares, 



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subject to the
provisons of the SenseIt Stockholders Agreement, including but not limited to all cash dividends and those items
described in Section 2.2 (a) — (c). 
The Pledgor shall have the absolute right,subject to the SenseIt terms
and conditions of the SenseIt Stockholders Agreement,  to (i) sell the Pledged Shares or dispose of
the Pledged Shares in any manner it sees fit and shall have no liability to the
Pledgor or any other party for selling or disposing of such Pledged Shares,
even if other methods of sales or dispositions would or allegedly would result
in greater proceeds than the method actually, and to apply the proceeds of such
sales, net of any selling commissions, to the Obligations owed to the Pledgee
by the Pledgor under the Transaction Documents, including, without limitation,
outstanding principal, interest, legal fees, and any other amounts owed to the
Pledgee, and exercise all other rights and (ii) any and all remedies of a
secured party with respect to such property as may be available under the
Uniform Commercial Code as in effect in the State of New Jersey.  To the extent that the net proceeds received
by the Pledgee are insufficient to satisfy the Obligations in full, the Pledgee
shall be entitled to a deficiency judgment against the Pledgor for such
amount.    The Pledgor shall remain
liable for shortfalls, if any, that may exist after the Pledgee has exhausted
all remedies hereunder.  The Pledgee
shall return any Pledged Shares issued to the Pledgee and instruct the Escrow
Agent to return any Pledged Shares it is holding in escrow after the all
amounts owed to the Pledgee under the Convertible Debentures have been
satisfied.


6.             Each right, power and remedy of the Pledgee provided for
in this Agreement or any other Transaction Document shall be cumulative and
concurrent and shall be in addition to every other such right, power or
remedy.  The exercise or beginning
of the exercise by the Pledgee of any one or more of the rights, powers or
remedies provided for in this Agreement or any other Transaction
Document or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Pledgee of all such other rights, powers or remedies, and no
failure or delay on the part of the Pledgee to exercise any such right, power
or remedy shall operate as a waiver thereof. 
No notice to or demand on the Pledgor in any case shall entitle it to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of any of the rights of the Pledgee to any other further
action in any circumstances without demand or notice. The Pledgee shall have
the full power to enforce or to assign or contract is rights under this
Agreement to a third party.


7.             Representations and
Warranties of SenseIt.


7.1.          SenseIt hereby represents and warrants that
they shall take such action as outlined in Section 5.1. upon receipt of such
Instructions with no further action or instructions.


7.2.          SenseIt hereby
represents and warrants that upon the Pledgee acquiring the Pledged Shares  as contemplated hereunder, with no further action or instructions by
SenseIt, the Pledgee and shall have all rights, title and interest to
such Pledged Shares, subject to the provisions of the SenseIt Stockholders
Agreement, to vote the Pledged
Shares,   and to dispose of such Pledged
Shares as contemplated hereunder.



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8.             Concerning the Escrow
Agent.


8.1.          The Escrow Agent
undertakes to perform only such duties as are expressly set forth herein and no
implied duties or obligations shall be read into this Agreement against the
Escrow Agent.


8.2.          The Escrow Agent may
act in reliance upon any writing or instrument or signature which it, in good
faith, believes to be genuine, may assume the validity and accuracy of any
statement or assertion contained in such a writing or instrument, and may
assume that any person purporting to give any writing, notice, advice or
instructions in connection with the provisions hereof has been duly authorized
to do so.  The Escrow Agent shall not be
liable in any manner for the sufficiency or correctness as to form, manner, and
execution, or validity of any instrument deposited in this escrow, nor as to
the identity, authority, or right of any person executing the same; and its
duties hereunder shall be limited to the safekeeping of such certificates,
monies, instruments, or other document received by it as such escrow holder,
and for the disposition of the same in accordance with the written instruments
accepted by it in the escrow.


8.3.          Pledgee and the
Pledgor hereby agree, to defend and indemnify the Escrow Agent and hold it
harmless from any and all claims, liabilities, losses, actions, suits, or
proceedings at law or in equity, or any other expenses, fees, or charges of any
character or nature which it may incur or with which it may be threatened by
reason of its acting as Escrow Agent under this Agreement; and in connection
therewith, to indemnify the Escrow Agent against any and all expenses,
including attorneys’ fees and costs of defending any action, suit, or
proceeding or resisting any claim (and any costs incurred by the Escrow Agent
pursuant to Sections 6.4 or 6.5 hereof). 
The Escrow Agent shall be vested with a lien on all property deposited
hereunder, for indemnification of attorneys’ fees and court costs regarding any
suit, proceeding or otherwise, or any other expenses, fees, or charges of any
character or nature, which may be incurred by the Escrow Agent by reason of
disputes arising between the makers of this escrow as to the correct
interpretation of this Agreement and instructions given to the Escrow Agent
hereunder, or otherwise, with the right of the Escrow Agent, regardless of the
instructions aforesaid, to hold said property until and unless said additional
expenses, fees, and charges shall be fully paid.  Any fees and costs charged by the Escrow
Agent for serving hereunder shall be paid by the Pledgor.


8.4.          If any of the
parties shall be in disagreement about the interpretation of this Agreement, or
about the rights and obligations, or the propriety of any action contemplated
by the Escrow Agent hereunder, the Escrow Agent may, at its sole discretion
deposit the Pledged Materials with the Clerk of the United States District
Court of New Jersey, sitting in Newark, New Jersey, and, upon notifying all
parties concerned of such action, all liability on the part of the Escrow Agent
shall fully cease and terminate.  The
Escrow Agent shall be indemnified by the Pledgor, the Company and Pledgee for
all costs, including reasonable attorneys’ fees in connection with the
aforesaid proceeding, and shall be fully protected in suspending all or a part
of its activities under this Agreement until a final decision or other settlement
in the proceeding is received.


8.5.          The Escrow Agent may
consult with counsel of its own choice (and the costs of such counsel shall be
paid by the Pledgor and Pledgee) and shall have full and complete authorization
and protection for any action taken or suffered by it hereunder in good faith
and in 



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accordance
with the opinion of such counsel.  The
Escrow Agent shall not be liable for any mistakes of fact or error of judgment,
or for any actions or omissions of any kind, unless caused by its willful
misconduct or gross negligence.


8.6.          The Escrow Agent may
resign upon ten (10) days’ written notice to the parties in this
Agreement.  If a successor Escrow Agent
is not appointed within this ten (10) day period, the Escrow Agent may petition
a court of competent jurisdiction to name a successor.


8.7.          Conflict Waiver. The Pledgor hereby acknowledges that the
Escrow Agent is general counsel to the Pledgee, a partner in the general
partner of the Pledgee, and counsel to the Pledgee in connection with the transactions
contemplated and referred herein.  The
Pledgor agrees that in the event of any dispute arising in connection with this
Agreement or otherwise in connection with any transaction or agreement
contemplated and referred herein, the Escrow Agent shall be permitted to
continue to represent the Pledgee and the Pledgor will not seek to disqualify
such counsel and waives any objection Pledgor might have with respect to the
Escrow Agent acting as the Escrow Agent pursuant to this Agreement.


8.8.          Notices. 
Unless otherwise provided herein, all demands, notices, consents,
service of process, requests and other communications hereunder shall be in
writing and shall be delivered in person or by overnight courier service, or
mailed by certified mail, return receipt requested, addressed:


	
  If to the Pledgor, to:

  	
  Isonics Corporation

  
	
   

  	
  5906 McIntyre Street

  
	
   

  	
  Golden, CO 80403

  
	
   

  	
  Attention:

  	
  John Sakys

  
	
   

  	
  Telephone:

  	
  (303) 279-7900

  
	
   

  	
  Facsimile:

  	
  (303) 279-7300

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
  Burns, Figa & Will, P.C.

  
	
   

  	
  6400 South Fiddler’s Green Circle — Suite 1000

  
	
   

  	
  Greenwood Village, CO 80111

  
	
   

  	
  Attention:

  	
  Herrick K. Lidstone, Jr., Esq.

  
	
   

  	
  Telephone:

  	
  (303) 796-2626

  
	
   

  	
  Facsimile:

  	
  (303) 796-2777

  
	
   

  	
   

  	
   

  
	
  If to the
  Pledgee:

  	
  Cornell Capital Partners, L.P.

  
	
   

  	
  101 Hudson Street, Suite 3700

  
	
   

  	
  Jersey City, NJ 07302

  
	
   

  	
  Attention:

  	
  Mark A. Angelo

  
	
   

  	
  Telephone:

  	
  (201) 985-8300

  
	
   

  	
  Facsimile:

  	
  (201) 985-8266

  
	
   

  	
   

  	
   

  
	
  With copy to:

  	
  David Gonzalez, Esq.

  
	
   

  	
  101 Hudson Street, Suite 3700

  
	
   

  	
  Jersey City, NJ 07302

  
	
   

  	
  Telephone:

  	
  (201) 985-8300

  
	
   

  	
  Facsimile:

  	
  (201) 985-8266

  



 



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  If to the Escrow
  Agent, to:

  	
  David Gonzalez, Esq.

  
	
   

  	
  101 Hudson Street, Suite 3700

  
	
   

  	
  Jersey City, NJ 07302

  
	
   

  	
  Telephone:

  	
  (201) 985-8300

  
	
   

  	
  Facsimile:

  	
  (201) 985-8266

  
	
   

  	
   

  	
   

  
	
  If to SenseIt,
  to:

  	
  Christopher Toffales

  
	
   

  	
  SenseIt Corp.

  
	
   

  	
  21 Motts Hollow Road

  
	
   

  	
  Port Jefferson, NY 11777

  
	
   

  	
  Telephone:

  	
  (631) 331-3371

  
	
   

  	
  Facsimile:

  	
  (631) 331-3371

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
  Neil M. Kaufman, Esq.

  
	
   

  	
  Davidoff Malito & Hutcher LLP

  
	
   

  	
  200 Garden City Plaza

  
	
   

  	
  Suite 315

  
	
   

  	
  Garden City, NY 11530

  
	
   

  	
  Telephone:

  	
  (516) 247-4425

  
	
   

  	
  Facsimile:

  	
  (516) 248-6422

  
	
   

  	
   

  	
   

  
	
  If to Toffales,
  to:

  	
  Christopher Toffales

  
	
   

  	
  SenseIt Corp.

  
	
   

  	
  21 Motts Hollow Road

  
	
   

  	
  Port Jefferson, NY 11777

  
	
   

  	
  Telephone:

  	
  (631) 331-3371

  
	
   

  	
  Facsimile:

  	
  (631) 331-3371

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
  Neil M. Kaufman, Esq.

  
	
   

  	
  Davidoff Malito & Hutcher LLP

  
	
   

  	
  200 Garden City Plaza

  
	
   

  	
  Suite 315

  
	
   

  	
  Garden City, NY 11530

  
	
   

  	
  Telephone:

  	
  (516) 247-4425

  
	
   

  	
  Facsimile:

  	
  (516) 248-6422

  
	
   

  	
   

  	
   

  



 


Any such notice shall be
effective (a) when delivered, if delivered by hand delivery or overnight
courier service, or (b) five (5) days after deposit in the United States
mail, as applicable.


9.             Binding
Effect.  All of the covenants and obligations
contained herein shall be binding upon and shall inure to the benefit of the
respective parties, their successors and assigns.


In addition, SenseIt and
Toffales, as parties to the SenseIt Stockholders Agreement, shall be deemed for
all purposes relating to this Agreement, third party beneficiaries of this
Agreement 



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entitled to enforce the
requirements of the execution and delivery to SenseIt of the Instrument of
Accession.


10.           Governing Law; Venue;
Service of Process.  The validity, interpretation and performance
of this Agreement shall be determined in accordance with the laws of the State
of New Jersey applicable to contracts made and to be performed wholly within
that state except to the extent that Federal law applies.  The parties hereto agree that any disputes,
claims, disagreements, lawsuits, actions or controversies of any type or nature
whatsoever that, directly or indirectly, arise from or relate to this
Agreement, including, without limitation, claims relating to the inducement,
construction, performance or termination of this Agreement, shall be brought in
the state superior courts located in Hudson County, New Jersey or Federal
district courts located in Newark, New Jersey, and the parties hereto agree not
to challenge the selection of that venue in any such proceeding for any reason,
including, without limitation, on the grounds that such venue is an
inconvenient forum.  The parties hereto
specifically agree that service of process may be made, and such service of
process shall be effective if made, pursuant to Section 8 hereto.


11.           Enforcement Costs.  If any legal action or other pro­ceeding is
brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresenta­tion in connection with any
provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys’ fees, court costs and all
expenses even if not taxable as court costs (including, without limita­tion,
all such fees, costs and expenses incident to appeals), incurred in that action
or proceeding, in addition to any other relief to which such party or parties
may be entitled.


12.           Remedies Cumulative.  No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or here­after existing at law, in equity, by statute, or
otherwise.  No single or partial exercise
by any party of any right, power or remedy hereunder shall preclude any other
or further exercise thereof.


13.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute the same instrument.


14.           No Penalties.  No provision of this Agreement is to be
interpreted as a penalty upon any party to this Agreement.


15.           JURY TRIAL.  EACH OF THE PLEDGEE AND THE PLEDGOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT WHICH IT MAY HAVE TO
A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED HEREON,
OR ARISING OUT OF, UNDER OR IN ANY WAY CONNECTED WITH THE DEALINGS BETWEEN
PLEDGEE AND PLEDGOR, THIS PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED
IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY 



 8
 









HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.



 9
 









IN WITNESS WHEREOF, the parties hereto have duly executed this
Pledge and Escrow Agreement as of the date first above written.


 


	
  

  	
  Cornell Capital Partners, L.P.

  
	
   

  	
  By:

  	
  Yorkville Advisors, LLC

  
	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Mark Angelo

  
	
   

  	
  Title:

  	
  Portfolio
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Isonics Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John Sakys

  
	
   

  	
  Title:

  	
  President and
  Interim Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Escrow Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  David Gonzalez,
  Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
  SenseIt Corp.*

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Chris Toffales

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
				







*                    Executed
exclusively with regard to the Representations and Warranties contained in
Section 7.


 



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