21 Motts Hollow Road
Port Jefferson, New York 11777
Facsimile: (631) 331-3371
E-Mail: 
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: 
and, if (x) Isonics and/or Isonics Homeland Security and Defense Corporation
("IHSDC") owns of record at least 25% of the then outstanding shares of Class A
Common Stock or (y) following the occurrence of a Threshold Event (as such term
is defined in the Amended Certificate of Incorporation), Isonics and/or IHSDC
owns of record at least 25% of the then outstanding shares of Common Stock, to
Isonics in the manner as set forth in this Section 10.
or, in the case of any of the parties hereto, at such other address as such
party shall have furnished to each of the other parties hereto in accordance
with this section 10.
Each such notice, demand, request or other communication
shall be deemed given (i) on the date of such
10
delivery by hand, (ii) on the first business day following the date of such
delivery to the overnight delivery service or facsimile transmission, or (iii)
three business days following such mailing.
11.
SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF
THE COMPANY, AND UNLESS CLEARLY INAPPLICABLE, ALL REFERENCES HEREIN TO THE
COMPANY SHALL BE DEEMED TO INCLUDE ANY SUCH SUCCESSOR. IN ADDITION, THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF EXECUTIVE AND HIS
HEIRS, EXECUTORS, LEGAL REPRESENTATIVES AND ASSIGNS; PROVIDED, HOWEVER, THAT THE
OBLIGATIONS OF EXECUTIVE UNDER THIS AGREEMENT MAY NOT BE DELEGATED WITHOUT THE
PRIOR WRITTEN APPROVAL OF THE BOARD OF DIRECTORS.
IN THE EVENT OF ANY
CONSOLIDATION OR MERGER OF THE COMPANY INTO OR WITH ANY OTHER CORPORATION, OR
THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY TO ANOTHER
CORPORATION, PERSON OR ENTITY DURING THE EMPLOYMENT PERIOD, SUCH SUCCESSOR
CORPORATION SHALL ASSUME THIS AGREEMENT AND BECOME OBLIGATED TO PERFORM ALL OF
THE TERMS AND PROVISIONS HEREOF APPLICABLE TO THE COMPANY, AND EXECUTIVE'S
OBLIGATIONS HEREUNDER SHALL CONTINUE IN FAVOR OF SUCH SUCCESSOR CORPORATION.
12.
ACKNOWLEDGMENT. EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ
THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO CONSULT COUNSEL REGARDING THIS
AGREEMENT AND HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT EXECUTIVE'S
ENTERING INTO THIS AGREEMENT, AND THE OBLIGATIONS AND DUTIES UNDERTAKEN BY
EXECUTIVE UNDER THIS AGREEMENT, WILL NOT CONFLICT WITH, CONSTITUTE A BREACH OF
OR OTHERWISE VIOLATE THE TERMS OF ANY OTHER AGREEMENT TO WHICH EXECUTIVE IS A
PARTY AND THAT EXECUTIVE IS NOT REQUIRED TO OBTAIN THE CONSENT OF ANY PERSON,
FIRM, CORPORATION OR OTHER ENTITY IN ORDER TO ENTER INTO AND PERFORM HIS
OBLIGATIONS UNDER THIS AGREEMENT.
13.
Arbitration.
(a)
Any dispute arising between the parties to this Agreement,
including, but not limited to, those pertaining to the formation, validity,
interpretation, effect or alleged breach of this