Exhibit 10.1


DOCUMENT
AMENDMENT AGREEMENT


THIS DOCUMENT AMENDMENT AGREEMENT
(this “Agreement”), dated as of April 5, 2007, by and among ISONICS CORPORATION, a California
corporation (the “Company”), and Cornell Capital Partners, L.P.
(individually, a “Buyer” or collectively “Buyers” and itself the
holder of more than a majority of the Registrable Securities, the 6%
Debentures, and the Warrants (all as defined below)).


WITNESSETH


WHEREAS, the Buyers
purchased 6% convertible debentures aggregating $16,000,000 in principal amount
(the “6% Debentures”) on and after May 30, 2006.


WHEREAS, the parties also wish
to enter into amendments to the 6% Debentures to benefit both parties.


NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement and for other good and valuable consideration, the receipt and
adequacy whereof is hereby acknowledged, the Company and the Buyer(s) hereby
agree as follows:


1.     AMENDMENTS


(a)           The
6% secured convertible debenture in an original principal amount of $10,000,000
originally issued by the Company to the Buyer(s) May 30, 2006 and amended and
restated by the parties on June 13, 2006, is hereby amended to reflect the
results of the 4:1 reverse stock split completed by the Company on February 13,
2007, and is further amended as follows:


(i)                  The
paragraph on the first page entitled “Security Agreements” is  hereby amended in its entirety to read as
follows:


Security
Agreements.  This
Debenture is secured by Security Agreements of even date herewith between the
Obligor and the Holder as well as Isonics
Vancouver, Inc., Isonics Homeland Security and Defense Corporation, Protection Plus
Security Corporation and the Pledge Agreement by and between the Obligor
and the Holder dated April             
2007, (all such security agreements and pledge agreement shall be referred to
as the “Security Agreement”).


(ii)                 The
paragraph on the first page entitled “Interest” be and hereby is amended in its
entirety to read as follows:


Interest.  Interest shall accrue on the outstanding
principal balance hereof from May 31, 2006 thru April 8, 2007 at an annual rate
equal to six percent (6%) from April 9, 2007 thru April 8, 2008 at an annual
rate equal to thirteen percent (13%) from April 9, 2008 thru October 8, 2008 at
an annual rate equal to eleven percent (11%) and October 9, 2008



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until the outstanding
principal balance is paid in full at an annual rate equal to seven and three
quarters percent (7.75%).  Interest shall
be calculated on the basis of a 360-day year and the actual number of days
elapsed, to the extent permitted by applicable law.  Interest hereunder will be paid to the Holder
or its assignee  (as defined in Section 5) in whose name this Debenture is
registered on the records of the Obligor regarding registration and transfers
of Debentures (the “Debenture Register”).


(iii)                A
new paragraph (xii) is hereby added to paragraph 2(a) (Events of Default) to
read as follows:


(xii)  The number of shares of Common Stock at the
time authorized, unissued and unreserved for all purposes, or held as treasury
stock, is insufficient to pay principal hereunder in shares of Common Stock;


(iv)                Subparagraph
(ii) of paragraph 3(a) (Conversion Limitations) is hereby deleted in its
entirety and replaced with the following:


     
(ii)     Conversion Limitation.        The Holder shall not be entitled to
convert any amount of outstanding principal and/or interest hereunder without
the written consent of the Company until after February 28, 2008 provided
however the Holder shall not be subject to such limitation if either the
average VWAPs of the Company’s Common Stock for five (5) consecutive trading
days is Three Dollars ($3.00) or greater or an Event of Default has occurred.


(b)           The
6% secured convertible debenture in an original principal amount of $3,000,000
originally issued by the Company to the Buyer(s) June 5, 2006 and amended and
restated by the parties on June 13, 2006, is hereby amended to reflect the
results of the 4:1 reverse stock split completed by the Company on February 13,
2007, and is further amended as follows:


(i)                  The
paragraph on the first page entitled “Security Agreements” is  hereby amended in its entirety to read as
follows :


Security
Agreements.  This
Debenture is secured by Security Agreements of even date herewith between the
Obligor and the Holder as well as Isonics
Vancouver, Inc., Isonics Homeland Security and Defense Corporation, Protection Plus
Security Corporation and the Pledge 
Agreement by and between the Obligor and the Holder dated April             
2007, (all such security agreements and pledge agreement shall be referred to
as the “Security Agreement”).


(ii)                 The
paragraph on the first page entitled “Interest” is  hereby amended in its entirety to read as
follows:


Interest.  Interest shall accrue on the outstanding
principal balance hereof from June 5, 2006 thru April 8, 2007 at an annual rate
equal to six percent (6%) from April 9, 2007 thru April 8, 2008 at an annual
rate equal to thirteen percent (13%) from April 9, 2008 thru October 8, 2008 at
an annual rate equal to eleven percent (11%) and October 9, 2008 until the
outstanding principal balance is paid in full at an annual rate equal to seven
and



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three quarters percent
(7.75%).  Interest shall be calculated on
the basis of a 360-day year and the actual number of days elapsed, to the
extent permitted by applicable law. 
Interest hereunder will be paid to the Holder or its assignee  (as defined in Section 5) in whose name this Debenture is registered on the
records of the Obligor regarding registration and transfers of Debentures (the “Debenture
Register”).


(iii)                A
new paragraph (xii) is hereby added to paragraph 2(a) (Events of Default) to
read as follows:


(xii)  The number of shares of Common Stock at the
time authorized, unissued and unreserved for all purposes, or held as treasury
stock, is insufficient to pay principal hereunder in shares of Common Stock;


(iv)                Subparagraph
(ii) of paragraph 3(a) (Conversion Limitations) is hereby deleted in its
entirety and replaced with the following:


     (ii)      Conversion
Limitation.        The Holder shall
not be entitled to convert any amount of outstanding principal and/or interest
hereunder without the written consent of the Company until after February 28,
2008 provided however the Holder shall not be subject to such limitation if
either the average VWAPs of the Company’s Common Stock for five (5) consecutive
trading days is Three Dollars ($3.00) or greater or an Event of Default has
occurred.


(c)           The
6% secured convertible debenture in an original principal amount of $3,000,000
originally issued by the Company to the Buyer(s) November 14, 2006, is hereby
amended to reflect the results of the 4:1 reverse stock split completed by the
Company on February 13, 2007, and is further amended as follows:


(i)                  The
paragraph on the first page entitled “Security Agreements” is  hereby amended in its entirety to read as
follows:


Security
Agreements.  This
Debenture is secured by Security Agreements of even date herewith between the
Obligor and the Holder as well as Isonics
Vancouver, Inc., Isonics Homeland Security and Defense Corporation, Protection Plus
Security Corporation and the Pledge 
Agreements by and between the Obligor and the Holder dated April       
2007, (all such security agreements and pledge agreement shall be referred to
as the “Security Agreement”).


(ii)                 The
paragraph on the first page entitled “Interest” is hereby amended in its
entirety to read as follows:


Interest.  Interest shall accrue on the outstanding
principal balance hereof from November 14, 2006 thru April 8, 2007 at an annual
rate equal to six percent (6%) from April 9, 2007 thru April 8, 2008 at an
annual rate equal to thirteen percent (13%) from April 9, 2008 thru October 8,
2008 at an annual rate equal to eleven percent (11%) and October 9, 2008 until
the outstanding principal balance is paid in full at an annual rate equal to
seven and three quarters percent (7.75%). 
Interest shall be calculated on the basis of a 360-day year and the
actual number of days elapsed, to the extent permitted by



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applicable law.  Interest hereunder will be paid to the Holder
or its assignee  (as defined in Section 5) in whose name this Debenture is
registered on the records of the Obligor regarding registration and transfers
of Debentures (the “Debenture Register”).


(iii)                A
new paragraph (xii) is hereby added to paragraph 2(a) (Events of Default) to
read as follows:


(xii)  The number of shares of Common Stock at the
time authorized, unissued and unreserved for all purposes, or held as treasury
stock, is insufficient to pay principal hereunder in shares of Common Stock;


(iv)                Subparagraph
(ii) of paragraph 3(a) (Conversion Limitations) is hereby deleted in its
entirety and replaced with the following:


       (ii)    Conversion Limitation.        The Holder shall not be entitled to
convert any amount of outstanding principal and/or interest hereunder without
the written consent of the Company until after February 28, 2008 provided
however the Holder shall not be subject to such limitation if either the
average VWAPs of the Company’s Common Stock for five (5) consecutive trading
days is Three Dollars ($3.00) or greater or an Event of Default has occurred.


(d)           The
Security Agreement by and between the Company and the Buyer  dated May 30, 2006 is hereby amended as
follows:


(i)            A new Section 7.8 is
hereby added to Article 7. (Negative Covenants) to read as follows:


Section 7.8.            Divestiture
of Assets.


The Company shall not, nor shall it permit
any of its Subsidiaries to, enter into any transaction of merger or
consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), exchange, transfer or otherwise dispose of, in one transaction or a
series of transactions, in excess of $250,000, all or any part of its business,
assets or property of any kind whatsoever, including SenseIt Corp’s licensing
agreement with Lucent, whether real, personal or mixed and whether tangible or
intangible, whether now owned or hereafter acquired.


2.     GOVERNING LAW: MISCELLANEOUS.


(a)           Governing Law. 
This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New Jersey without regard to the principles of
conflict of laws.  The parties further
agree that any action between them shall be heard in the United States District
Court for the District of New Jersey sitting in Newark, New Jersey for the
adjudication of any civil action asserted pursuant to this paragraph.


(b)           Counterparts. 
This Agreement may be executed in two or more identical counterparts,
all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party.  In the event any signature
page is delivered by facsimile transmission, the party using



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such means of delivery shall cause four
additional original executed signature pages to be physically delivered to the
other party within five days of the execution and delivery hereof.


(c)           Headings. 
The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.


(d)           Severability. 
If any provision of this Agreement shall be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.


(e)           Entire Agreement, Amendments.  This Agreement supersedes all other prior
oral or written agreements between the Buyer(s), the Company, their affiliates
and persons acting on their behalf with respect to the matters discussed
herein, and this Agreement and the instruments referenced herein contain the
entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither
the Company nor any Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters. 
No provision of this Agreement may be waived or amended other than by an
instrument in writing signed by the party to be charged with enforcement.


(f)            Notices. 
Any notices, consents, waivers, or other communications required or
permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered (i) upon receipt, when delivered
personally; (ii) upon confirmation of receipt, when sent by facsimile; (iii)
three (3) days after being sent by U.S. certified mail, return receipt
requested, or (iv) one (1) day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same.  The addresses and
facsimile numbers for such communications shall be:


	
  If to the Company, to:

  	
  Isonics Corporation

  
	
   

  	
  5906 McIntyre Street

  
	
   

  	
  Golden, CO 80403

  
	
   

  	
  Attention:

  	
  John Sakys, President

  
	
   

  	
  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 Buyer(s), to its address and facsimile
number set forth beneath its signature, with copies to the Buyer’s
counsel.  Each party shall provide five
(5) days’ prior written notice to the other party of any change in address or
facsimile number.



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(g)           Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns.  Neither the
Company nor any Buyer shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other party hereto.


(h)           No
Third Party Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person.


(i)            Publicity.  The Company and the Buyer(s) shall have the
right to approve, before issuance any press release or any other public
statement with respect to the transactions contemplated hereby made by any
party; provided, however, that the Company shall be entitled, without the prior
approval of the Buyer(s), to issue any press release or other public disclosure
with respect to such transactions required under applicable securities or other
laws or regulations (the Company shall use its best efforts to consult the
Buyer(s) in connection with any such press release or other public disclosure
prior to its release and Buyer(s) shall be provided with a copy thereof upon
release thereof).


(j)            Further
Assurances.  Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.  Without limitation of the foregoing, the
Buyer(s) will timely file any reports required under Sections 13(d) or 16(a) of
the Securities Exchange Act of 1934.


(k)           No
Strict Construction.  The language
used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be
applied against any party.


(l)            Except
as expressly set forth above, all of the terms and conditions of the Transaction
Documents shall continue in full force and effect, and shall not be in any way
changed, modified or superseded.   This Agreement shall provide for
waivers, amendments and other terms as specifically set forth and described
herein and shall not be deemed a waiver or amendment to other terms or
conditions of the Transaction Documents.


[REMAINDER
PAGE INTENTIONALLY LEFT BLANK]



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IN WITNESS WHEREOF, the Buyers and the Company have caused
this Document Amendment Agreement to be duly executed as of the date first
written above.


	
  BUYER(S)

  	
  COMPANY:

  
	
  CORNELL
  CAPITAL PARTNERS, L.P.

  	
  ISONICS CORPORATION

  
	
   

  	
   

  
	
  By:

  	
  Yorkville
  Advisors, LLC

  	
  By:

  	
   

  	
   

  
	
  Its:

  	
  Investment
  Manager

  	
  Name:

  	
  John Sakys

  
	
   

  	
  Title:

  	
  President and Interim Chief Executive Officer

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Mark Angelo

  	
   

  
	
  Its:

  	
  Portfolio
  Manager and President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  101 Hudson
  Street — Suite 3700

  	
   

  
	
  Jersey City, NJ
  07303

  	
   

  
	
  Facsimile:

  	
  (201) 985-8266

  	
   

  
										



 



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