ISONICS CORP
EXHIBIT 10.40
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>3
<FILENAME>a2077721zex-10_40.txt
<DESCRIPTION>EXHIBIT 10.40
<TEXT>
<Page>

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 20, 2002 (this
"Agreement"), is made by and between ISONICS CORPORATION, a California
corporation, with headquarters located at 5906 McIntyre Street, Golden, Colorado
80403 (the "Company"), and each entity named on a signature page hereto (each,
an "Initial Lender" and collectively the "Initial Lenders") (each agreement with
an Initial Lender being deemed a separate and independent agreement between the
Company and such Initial Lender, except that each Initial Lender acknowledges
and consents to the rights granted to each other Initial Lender under such
agreement).

                              W I T N E S S E T H:

     WHEREAS, upon the terms and subject to the conditions of the Financing
Agreement, dated as of March 20, 2002, between the Initial Lenders and the
Company (the "Financing Agreement;" capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Financing Agreement), the
Company has agreed to issue and sell to the Initial Lenders the Notes; and

     WHEREAS, the Notes are convertible into shares of Common Stock (the
"Conversion Shares" upon the terms and subject to the conditions contained in
the Notes; and

     WHEREAS, the Company has agreed to issue the Warrants to the Initial
Lenders in connection with the issuance of the Notes and upon prepayment of the
Notes in cash, and the Warrants may be exercised for the purchase of shares of
Common Stock (the "Warrant Shares") upon the terms and conditions of the
Warrants; and

     WHEREAS, to induce the Initial Lenders to execute and deliver the Financing
Agreement and to perform their obligations as contemplated in the Financing
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "Securities
Act"), with respect to the Registrable Securities;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Initial
Lenders hereby agree as follows:

     1.   DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:

     (a)  "Closing Date" means the date hereof.
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     (b)  "Effective Date" means the date the SEC declares a Registration
Statement covering Registrable Securities and otherwise meeting the conditions
contemplated hereby to be effective.

     (c)  "Lender" means the Initial Lender and any permitted transferee or
assignee who agrees in writing to become bound by the provisions of this
Agreement in accordance with Section 9 hereof and who holds Notes, Warrants or
Registrable Securities.

     (d)  "Potential Material Event" means any of the following: (i) the
possession by the Company of material information not ripe for disclosure in a
registration statement, which shall be evidenced by a determination in good
faith by the Board of Directors of the Company that disclosure of such
information in the registration statement would be detrimental to the business
and affairs of the Company or (ii) any material engagement or activity by the
Company which would, in the good faith determination of the Board of Directors
of the Company, be adversely affected by disclosure in a registration statement
at such time; in each case where such determination shall be accompanied by a
good faith determination by the Board of Directors of the Company that the
registration statement would be materially misleading absent the inclusion of
such information.

     (e)  "Principal Trading Market" means NASDAQ or the Over-the-Counter
Bulletin Board Market.

     (f)  "Register," "Registered," and "Registration" refer to a registration
effected by preparing and filing a Registration Statement or Statements in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any successor rule providing for offering securities on a continuous
basis ("Rule 415"), and the declaration or ordering of effectiveness of such
Registration Statement by the United States Securities and Exchange Commission
(the "SEC").

     (g)  "Registrable Securities" means the Conversion Shares and the Warrant
Shares.

     (h)  "Registration Statement" means a registration statement of the Company
under the Securities Act covering Registrable Securities on Form S-3 if the
Company is then eligible to file using such form, and if not eligible, on Form
S-1, SB-2, or other appropriate form.

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     2.   REGISTRATION.

     (a)  MANDATORY REGISTRATION.

     (i)  The Company shall prepare and file with the SEC, on or prior to June
14, 2002 (the "Required Filing Date") either a Registration Statement or an
amendment to an existing Registration Statement, in either event registering for
resale by the Lenders a sufficient number of shares of Common Stock for the
Initial Lenders to sell the Registrable Securities, but in no event less than
the number of shares equal to the aggregate of (x) one hundred ten percent
(110%) of the number of shares into which the Notes would be convertible at the
time of filing of such Registration Statement (assuming for such purposes that
all Notes had been issued, had been eligible to be converted, and had been
converted, into Conversion Shares in accordance with their terms, whether or not
such issuance, eligibility, accrual of interest or conversion had in fact
occurred as of such date) and (y) 1,350,000 Warrant Shares. The Registration
Statement shall also state that, in accordance with Rule 416 and 457 under the
Securities Act, it also covers such indeterminate number of additional shares of
Common Stock as may become issuable upon conversion of the Notes or exercise of
the Warrants to prevent dilution resulting from stock splits, or stock
dividends. The Company will use its reasonable best efforts to cause such
Registration Statement to be declared effective on a date which is no later than
the earlier of (Y) five (5) business days after oral or written notice by the
SEC that it may be declared effective or (Z) ninety (90) days after the Closing
Date.

     (ii) The aggregate number of shares registered for the Lenders in each
Registration Statement or amendment thereto shall be allocated among the Lenders
on a pro rata basis among them according to their relative Registrable Shares
included in such Registration Statement.

     (b)  PAYMENTS BY THE COMPANY.

     (i)  If the Registration Statement covering the Registrable Securities is
not filed by the SEC by the Required Filing Date, then it shall be considered to
be an event of default under the Notes and the Initial Lenders may exercise
their rights under the Notes, the Financing Agreement and the Related Documents
(as that term is defined in the Financing Agreement).

     (ii) Notwithstanding the foregoing, no event of default shall be deemed to
exist to the extent any delay in the effectiveness of the Registration Statement
occurs because of an act of, or a failure to act or to act timely by the Initial
Lender or its counsel.

     3.   OBLIGATIONS OF THE COMPANY. In connection with the registration of the
Registrable Securities, the Company shall do each of the following:

     (a)  Prepare promptly, and file with the SEC a Registration Statement with
respect to not less than the number of Registrable Securities provided in
Section 2(a) above, and thereafter use its reasonable best efforts to cause such
Registration Statement relating to Registrable Securities to promptly become
effective and keep the Registration Statement effective at all times during the
period (the "Registration Period") continuing until the earlier of

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(i) the date when the Lenders may sell all Registrable Securities under Rule 144
without volume or other restrictions or limits or (ii) the date the Lenders no
longer own any of the Registrable Securities, which Registration Statement
(including any amendments or supplements thereto and Prospectuses, as defined
below, contained therein) shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they were
made, not misleading;

     (b)  Prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
Prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times during the
Registration Period, and, during the Registration Period, comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by the Registration Statement
until such time as all of such Registrable Securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in the Registration Statement;

     (c)  Permit a single firm of counsel designated by the Initial Lenders
(which, until further notice, shall be deemed to be Krieger & Prager LLP, Attn:
Samuel Krieger, Esq., which firm has requested to receive such notification;
each, an "Lender's Counsel") to review the Registration Statement and all
amendments and supplements thereto a reasonable period of time (but not less
than three (3) business days) prior to their filing with the SEC, and not file
any document in a form to which such counsel reasonably objects;

     (d)  Notify each Lender and the Lender's Counsel and any managing
underwriters immediately (and, in the case of (i)(A) below, not less than three
(3) business days prior to such filing) and (if requested by any such person)
confirm such notice in writing no later than one (1) business day following the
day

     (i)(A) when a Prospectus or any Prospectus supplement or post-effective
     amendment to the Registration Statement is proposed to be filed; (B)
     whenever the SEC notifies the Company whether there will be a "review" of
     such Registration Statement; (C) whenever the Company receives (or a
     representative of the Company receives on its behalf) any oral or written
     comments from the SEC in respect of a Registration Statement (copies or, in
     the case of oral comments, summaries of such comments shall be promptly
     furnished by the Company to the Lenders); and (D) with respect to the
     Registration Statement or any post-effective amendment, when the same has
     become effective;

     (ii) of any request by the SEC or any other Federal or state governmental
     authority for amendments or supplements to the Registration Statement or
     Prospectus or for additional information;

     (iii) of the issuance by the SEC of any stop order suspending the
     effectiveness of the Registration Statement covering any or all of the
     Registrable Securities or the initiation of any proceedings for that
     purpose;

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     (iv) if at any time any of the representations or warranties of the Company
     contained in any agreement (including any underwriting agreement)
     contemplated hereby ceases to be true and correct in all material respects;

     (v) of the receipt by the Company of any notification with respect to the
     suspension of the qualification or exemption from qualification of any of
     the Registrable Securities for sale in any jurisdiction, or the initiation
     or threatening of any proceeding for such purpose; and

     (vi) of the occurrence of any event that to the best knowledge of the
     Company makes any statement made in the Registration Statement or
     Prospectus or any document incorporated or deemed to be incorporated
     therein by reference untrue in any material respect or that requires any
     revisions to the Registration Statement, Prospectus or other documents so
     that, in the case of the Registration Statement or the Prospectus, as the
     case may be, it will not contain any untrue statement of a material fact or
     omit to state any material fact required to be stated therein or necessary
     to make the statements therein, in light of the circumstances under which
     they were made, not misleading.

In addition, the Company shall furnish the Lender's Counsel with copies of all
intended written responses to the comments contemplated in clause (C) of this
Section 3(d) not later than one (1) business day in advance of the filing of
such responses with the SEC so that the Lenders shall have the opportunity to
comment thereon;

     (e)  Furnish to each Lender and to Lender's Counsel

     (i) promptly after the same is prepared and publicly distributed, filed
     with the SEC, or received by the Company, one (1) copy of the Registration
     Statement, each preliminary Prospectus and Prospectus, and each amendment
     or supplement thereto, and

     (ii) such number of copies of a Prospectus, and all amendments and
     supplements thereto and such other documents, as such Lender may reasonably
     request in order to facilitate the disposition of the Registrable
     Securities owned by such Lender;

     (f)  As promptly as practicable after becoming aware thereof, notify each
Lender of the happening of any event of which the Company has knowledge, as a
result of which the Prospectus included in the Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and use its best efforts promptly to prepare a supplement or
amendment to the Registration Statement or other appropriate filing with the SEC
to correct such untrue statement or omission, and deliver a number of copies of
such supplement or amendment to each Lender as such Lender may reasonably
request;

     (g)  As promptly as practicable after becoming aware thereof, notify each
Lender who holds Registrable Securities being sold (or, in the event of an
underwritten offering, the managing underwriters) of the issuance by the SEC of
a notice of effectiveness or any stop

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order or other suspension of the effectiveness of the Registration Statement at
the earliest possible time;

     (h)  Notwithstanding the foregoing, if at any time or from time to time
after the date of effectiveness of the Registration Statement, the Company
notifies the Lenders in writing of the existence of a Potential Material Event,
the Lenders shall not offer or sell any Registrable Securities, or engage in any
other transaction involving or relating to the Registrable Securities, from the
time of the giving of notice with respect to a Potential Material Event until
such Lender receives written notice from the Company that such Potential
Material Event either has been disclosed to the public or no longer constitutes
a Potential Material Event; PROVIDED, HOWEVER, that the Company shall, if lawful
to do so, provide the Lender with at least two (2) business days' notice of the
existence (but not the substance of) a Potential Material Event;

     (i)  Use its reasonable efforts to secure and maintain the designation of
all the Registrable Securities covered by the Registration Statement on the
Principal Trading Market and the quotation of the Registrable Securities on the
Principal Trading Market.

     (j)  Provide a transfer agent ("Transfer Agent") and registrar, which may
be a single entity, for the Registrable Securities not later than the initial
Effective Date.

     (k)  Cooperate with the Lenders who hold Registrable Securities being
offered to facilitate the timely preparation and delivery of certificates for
the Registrable Securities to be offered pursuant to the Registration Statement
and enable such certificates for the Registrable Securities to be in such
denominations or amounts as the case may be, as the Lenders may reasonably
request, and, within five (5) business days after a Registration Statement which
includes Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel selected by the Company to deliver,
to the Transfer Agent for the Registrable Securities (with copies to the Lenders
whose Registrable Securities are included in such Registration Statement) an
appropriate instruction and opinion of such counsel, which shall include,
without limitation, directions to the Transfer Agent to issue certificates of
Registrable Securities(including certificates for Registrable Securities to be
issued after the Effective Date and replacement certificates for Registrable
Securities previously issued) without legends or other restrictions; and

     (l)  Take all other reasonable actions necessary to expedite and facilitate
disposition by the Lender of the Registrable Securities pursuant to the
Registration Statement.

     4.   OBLIGATIONS OF THE LENDERS. In connection with the registration of the
Registrable Securities, the Lenders shall have the following obligations:

     (a)  Each Lender, by such Lender's acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Registration
Statement hereunder, unless such Lender has notified the Company in writing of
such Lender's election to exclude all of such Lender's Registrable Securities
from the Registration Statement; and

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     (b)  Each Lender agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(f) or 3(g),
above, such Lender will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such Lender's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(f) or 3(g) and, if so directed by
the Company, such Lender shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction)
all copies in such Lender's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.

     5.   EXPENSES OF REGISTRATION. All reasonable expenses (other than
underwriting discounts and commissions of the Lender) incurred in connection
with registrations, filings or qualifications pursuant to Section 3, but
including, without limitation, all registration, listing, and qualifications
fees, printers and accounting fees, the fees and disbursements of counsel for
the Company shall be borne by the Company. In addition, a fee for a single
counsel for the Lenders (as a group and not individually) equal to $2,500 for
the review of each Registration Statement and $1,500 for each post-effective
amendment to a Registration Statement, shall be borne by the Company. The
Lenders will bear all of their other expenses incurred in connection with any
Registration Statement or amendment individually.

     6.   INDEMNIFICATION. After Registrable Securities are included in a
Registration Statement under this Agreement:

     (a)  To the extent permitted by law, the Company will indemnify and hold
harmless, the Lender, the directors, if any, of such Lender, the officers, if
any, of such Lender, and each Person (each, an "Indemnified Party"), against any
losses, claims, damages, liabilities or expenses (joint or several) incurred
(collectively, "Claims") to which any of them may become subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced in respect thereof) arise out of or are based upon:

     (i) any untrue statement or alleged untrue statement of a material fact
     contained in the Registration Statement or any post-effective amendment
     thereof or the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading,

     (ii) any untrue statement or alleged untrue statement of a material fact
     contained in the final Prospectus (as amended or supplemented, if the
     Company files any amendment thereof or supplement thereto with the SEC) or
     the omission or alleged omission to state therein any material fact
     necessary to make the statements made therein, in the light of the
     circumstances under which the statements therein were made, not misleading
     or

     (iii) any violation or alleged violation by the Company of the Securities
     Act, the Exchange Act, any state securities law or any rule or regulation
     under the Securities Act, the Exchange Act or any state securities law

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(the matters in the foregoing clauses (i) through (iii) being collectively
referred to as "Violations"). The Company shall reimburse the Lender, promptly
as such expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim.

     Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a) shall not

     (I) apply to any Claims arising out of or based upon a Violation which
     occurs in reliance upon and in conformity with information furnished in
     writing to the Company by or on behalf of any Indemnified Party expressly
     for use in connection with the preparation of the Registration Statement or
     any such amendment thereof or supplement thereto, if such Prospectus was
     timely made available by the Company pursuant to Section 3(c) hereof;

     (II) be available to the extent such Claim is based on a failure of the
     Lender to deliver or cause to be delivered the Prospectus made available by
     the Company; or

     (III) apply to amounts paid in settlement of any Claim if such settlement
     is effected without the prior written consent of the Company, which consent
     shall not be unreasonably withheld.

The Lender will indemnify the Company, its officers, directors and agents
(including legal counsel) (each an "Indemnified Party") against any claims
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company, by or on behalf
of such Lender, expressly for use in connection with the preparation of the
Registration Statement, subject to such limitations and conditions set forth in
this Section 6. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Party, and shall
survive the offering and transfer of the Registrable Securities by the Lender.

     (b)  Promptly after receipt by an Indemnified Party under this Section 6 of
notice of the commencement of any action (including any governmental action),
such Indemnified Party shall, if a Claim in respect thereof is to be made
against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party and the Indemnified Party, as the case may be; PROVIDED,
HOWEVER, that an Indemnified Party shall have the right to retain its own
counsel with the reasonable fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Party under this Section 6, except to the extent that the
indemnifying party is

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prejudiced in its ability to defend such action. The indemnification required by
this Section 6 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as such expense, loss, damage or
liability is incurred and is due and payable.

     7.   CONTRIBUTION. To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 6 to the fullest extent permitted by law; PROVIDED,
HOWEVER, that

     (a) no contribution shall be made under circumstances where the maker would
     not have been liable for indemnification under the fault standards set
     forth in Section 6;

     (b) no seller of Registrable Securities guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any seller of Registrable
     Securities who was not guilty of such fraudulent misrepresentation; and

     (c) except where the seller has committed fraud (other than a fraud by
     reason of the information included or omitted from the Registration
     Statement as to which the Company has not given notice as contemplated
     under Section 3 hereof) or intentional misconduct, contribution by any
     seller of Registrable Securities shall be limited in amount to the net
     amount of proceeds received by such seller from the sale of such
     Registrable Securities.

     8.   REPORTS UNDER SECURITIES ACT AND EXCHANGE ACT. With a view to making
available to Lender the benefits of Rule 144 promulgated under the Securities
Act or any other similar rule or regulation of the SEC that may at any time
permit Lender to sell securities of the Company to the public without
Registration ("Rule 144"), the Company agrees to:

     (a)  make and keep public information available, as those terms are
understood and defined in Rule 144;

     (b)  file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act;

     (c)  furnish to the Lender so long as the Lender owns Registrable
Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) if not available on the SEC's EDGAR system, a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company and (iii) such other information as may be
reasonably requested to permit the Lender to sell such securities pursuant to
Rule 144 without Registration; and

     (d)  at the request of any Lender holding Registrable Securities (a
"Holder"), give its Transfer Agent irrevocable instructions (supported by an
opinion of Company counsel, if

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required or requested by the Transfer Agent) to the effect that, upon the
Transfer Agent's receipt from such Holder of

     (i) a certificate (a "Rule 144 Certificate") certifying (A) that the
     Holder's holding period (as determined in accordance with the provisions of
     Rule 144) for the shares of Registrable Securities which the Holder
     proposes to sell (the "Securities Being Sold") is not less than (1) year
     and (B) as to such other matters as may be appropriate in accordance with
     Rule 144 under the Securities Act, and

     (ii) an opinion of counsel acceptable to the Company (for which purposes it
     is agreed that the initial Lender's Counsel shall be deemed acceptable)
     within three (3) business days after request by the Lender that, based on
     the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the
     provisions of Rule 144, even in the absence of an effective Registration
     Statement,

the Transfer Agent is to effect the transfer of the Securities Being Sold and
issue to the buyer(s) or transferee(s) thereof one or more stock certificates
representing the transferred Securities Being Sold without any restrictive
legend and without recording any restrictions on the transferability of such
shares on the Transfer Agent's books and records (except to the extent any such
legend or restriction results from facts other than the identity of the Holder,
as the seller or transferor thereof, or the status, including any relevant
legends or restrictions, of the shares of the Securities Being Sold while held
by the Holder). If the Transfer Agent reasonably requires any additional
documentation at the time of the transfer, the Company shall deliver or cause to
be delivered all such reasonable additional documentation as may be necessary to
effectuate the issuance of an unlegended certificate.

     9.   ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company
register Registrable Securities pursuant to this Agreement shall be
automatically assigned by the Lenders to any transferee of the Registrable
Securities (or all or any portion of any unconverted Notes) only if:

     (a)  The securities being assigned are "restricted" as that term is defined
in Rule 144 under the Securities Act of 1933, and

     (b)  the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (i) the name and address of such
transferee or assignee, (ii) the securities with respect to which such
registration rights are being transferred or assigned, and (iii) the assignee
delivers to the Company an investment letter in which (among other things
customarily found in investment letters) the assignee accepts the terms of this
Agreement.

     10.  AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and Lenders who hold a eighty (67%) percent
interest of the Registrable Securities (as calculated by the stated value of the
Notes) then outstanding. Any amendment or waiver effected in accordance with
this Section 10 shall be binding upon each Lender and the Company.

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     11.  MISCELLANEOUS.

     (a)  A person or entity is deemed to be a holder of Registrable Securities
whenever such person or entity owns of record such Registrable Securities. If
the Company receives conflicting instructions, notices or elections from two or
more persons or entities with respect to the same Registrable Securities, the
Company shall act upon the basis of instructions, notice or election received
from the registered owner of such Registrable Securities.

     (b)  Notices required or permitted to be given hereunder shall be given in
the manner contemplated by the Financing Agreement, (i) if to the Company or to
the Initial Lender, to their respective address contemplated by the Financing
Agreement, and (ii) if to any other Lender, at such address as such Lender shall
have provided in writing to the Company, or at such other address as each such
party furnishes by notice given in accordance with this Section 11(b).

     (c)  Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     (d)  This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York for contracts to be wholly performed in such
state and without giving effect to the principles thereof regarding the conflict
of laws. Each of the parties consents to the jurisdiction of the federal courts
whose districts encompass any part of the City of New York or the state courts
of the State of New York sitting in the City of New York in connection with any
dispute arising under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on FORUM NON
COVENIENS, to the bringing of any such proceeding in such jurisdictions.

     (e)  The Company and the Lender hereby waive a trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other in respect of any matter arising out of or in connection with this
Agreement or any of the other Transaction Agreements.

     (f)  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 or the validity or
enforceability of this Agreement in any other jurisdiction.

     (g)  Subject to the requirements of Section 9 hereof, this Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto.

     (h)  All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.

     (i)  The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning thereof.

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     (j)  This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same agreement. This Agreement, once executed by a party, may be delivered to
the other party hereto by telephone line facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

     (k)  Neither party shall be liable to the other party hereunder for any
indirect, special, incidental or consequential damages.

     (l)  This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof. This Agreement may
be amended only by an instrument in writing signed by the party to be charged
with enforcement thereof.

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                                       12
<Page>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized as of the day
and year first above written.


                                        COMPANY:
                                        ISONICS CORPORATION


                                        By:
                                        JAMES E. ALEXANDER, PRESIDENT



                                INITIAL LENDERS:

<Table>
<Caption>
              Name                                  Address                     Signature
              ----                                  -------                     ---------
<S>                                         <C>                                 <C>
Leonard J. Sokolow                          2458 Provence Court
SSN # ###-##-####                           Weston, Florida  33327

Mark Siegel                                 3010 N. Military Trail
SSN # ###-##-####                           Suite 300
                                            Boca Raton, Florida 33431

Stone Street Limited Partnership            c/o Canaccord Capital
An Ontario Limited Partnership              320 Bay Street, Suite 1300
                                            Toronto, Ontario M5H 4A6

Boat Basin Investors LLC                    c/o Novak Burnbaum Crystal
A St. Kitts & Nevis Limited Liability       300 East 42nd Street
Company                                     New York, New York  10017

Alpha Capital A.G.                          Pradafant 7
A Lichtenstein Corporation                  9490 Furstentums
                                            Vaduz, Lichtenstein
</Table>

                                       13

</TEXT>
</DOCUMENT>
