0001104659-07-012396.txt : 20070221 0001104659-07-012396.hdr.sgml : 20070221 20070220192415 ACCESSION NUMBER: 0001104659-07-012396 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISONICS CORP CENTRAL INDEX KEY: 0001023966 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 770338561 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56669 FILM NUMBER: 07637038 BUSINESS ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 BUSINESS PHONE: 3032797900 MAIL ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAKYS JOHN V CENTRAL INDEX KEY: 0001197710 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 3032797900 MAIL ADDRESS: STREET 1: ISONICS CORP STREET 2: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 SC 13D 1 a07-5007_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Isonics Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

464 895309

(CUSIP Number)

Herrick K. Lidstone, Jr. Esq.,

Burns Figa & Will, P.C.

6400 South Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111

(303) 796-2626

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 14, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 464 895309

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) John V. Sakys

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,331,874

			8.	Shared Voting Power N/A

			9.	Sole Dispositive Power 401,143

			10.	Shared Dispositive Power N/A

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,731,874

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o.

	13.	Percent of Class Represented by Amount in Row (11) 14.20% as of February 14, 2007.

	14.	Type of Reporting Person (See Instructions) IN.

Item 1.	Security and Issuer
	Common Stock, no par value Isonics Corporation 5906 McIntyre Street Golden, CO 80403

Item 2.	Identity and Background
(a)	The Reporting Person is John V. Sakys.
(b)	The residential address of the Reporting Person is: 9912 South Stratford Lane Highlands Ranch, CO 80126
(c)	The principal occupation of the Reporting Person is: Chief Operating Officer, President and interim Chief Executive Officer of Isonics Corporation. The principal business address of the Reporting Person's employer is: Isonics Corporation 5906 McIntyre Street Golden, CO 80403
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)	The Reporting Person is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Effective February 14, 2007, the Reporting Person was appointed to the position of President, Chief Operating Officer and interim Chief Executive Officer of Isonics. As part of the consideration for being appointed to the new positions, the Reporting Person was granted an option to acquire 400,000 shares of Isonics common stock pursuant to Isonics’ 2007 Restructuring Equity Plan. In exchange for the option, the Reporting Person agreed to abandon, surrender and disclaim fully vested options to purchase 51,953 shares of common stock (as adjusted for the 1-for-4 reverse stock split effected on February 13, 2007) under the 1996 Executives’ Equity Incentive Plan and options to purchase 31,250 shares of common stock (as adjusted for the 1-for-4 reverse stock split effected on February 13, 2007) under the 2005 Stock Option Plan. No consideration was tendered by the Reporting Person to acquire the options other than the surrender of the previously issued and vested options.

Effective February 14, 2007, Isonics and James Alexander entered into a settlement agreement and mutual release whereby Mr. Alexander resigned as chairman, President and Chief Executive Officer of Isonics. In conjunction with the settlement agreement, Mr. Alexander and Isonics executed an irrevocable proxy by which the President of Isonics shall vote all shares of Isonics common stock beneficially owned by Mr. Alexander (including any shares later acquired while the proxy is effective) for approval of Isonics’ 2007 Restructuring Equity Plan (the “2007 Plan”) and any amendment to the Isonics 2005 Stock Option Plan that may be proposed at the next meeting of shareholders. The total number of shares of common stock beneficially owned by Mr. Alexander, and subject to the proxy, is 825,179(1) (as adjusted for the 1-for-4 reverse stock split effected February 13, 2007). The irrevocable voting proxy will expire no later than December 31, 2007.

Effective February 14, 2007, Isonics and Boris Rubizhevsky entered into a settlement agreement and mutual release whereby Mr. Rubizhevsky resigned as a director and Senior Vice President of Isonics. In conjunction with the settlement agreement, Mr. Rubizhevsky granted an irrevocable voting proxy by which the President of Isonics shall vote all shares of Isonics common stock beneficially owned by Mr. Rubizhevsky (including any shares later acquired while the proxy is effective) for approval of Isonics’ 2007 Restructuring Equity Plan (the “2007 Plan”) and any amendment to the Isonics 2005 Stock Option Plan that may be proposed at the next meeting of shareholders. The total number of shares of common stock beneficially owned by Mr. Rubizhevsky,

(1) The total number of shares beneficially owned and subject to the irrevocable voting proxy includes 250,000 shares of common stock to be granted to Mr. Alexander. As of the date of this Schedule 13D, these shares have not been issued, and such issuance is subject to certain conditions precedent which are within the control of Mr. Alexander.

and subject to the proxy, is 505,552(2) (as adjusted for the 1-for-4 reverse stock split effected February 13, 2007). The irrevocable voting proxy will expire no later than December 31, 2007.

Item 4.	Purpose of Transaction
The Reporting Person plans to hold the options to acquire Isonics common stock for investment purposes and has no plans at this time to acquire additional shares of the Issuer or to dispose of either the options or shares of common stock in the Issuer. Further, pursuant to the irrevocable voting proxy agreements entered into between Isonics and Mssrs. Alexander and Rubizhevsky, Mr. Sakys as President of Isonics is only authorized to vote the shares beneficially held by Mssrs. Alexander and Rubizhevsky, and is not empowered to dispose of their shares. At the present time, the Reporting Person has no plans or proposals which relate to or would result in those items listed in Item 4 of Schedule 13D under the Securities Exchange Act of 1934, or any action similar to those enumerated therein.

Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person directly owns 1,143 shares of Isonics common stock and holds an option to purchase 400,000 shares of Isonics common stock. In his capacity as President of Isonics, pursuant to the irrevocable voting proxy between Isonics and Mr. Alexander, the Reporting Person beneficially holds 825,179 shares of Common Stock until December 31, 2007. In his capacity as President of Isonics, pursuant to the irrevocable voting proxy between Isonics and Mr. Rubizhevsky, the Reporting Person beneficially holds 505,552 shares of Common Stock until December 31, 2007. The irrevocable voting proxies between Isonics and Mssrs. Alexander and Rubizhevsky will expire no later than December 31, 2007. Until the expiration of the irrevocable voting proxies described herein, the beneficial ownership of the Reporting Person is an aggregate of 1,731,874 shares, representing approximately 14.20% of the Issuer’s outstanding common stock as of February 14, 2007 (including the right to vote 450,000 shares which, as of the date hereof, have not yet been issued).
(b)	The Reporting Person has the sole power to vote or direct the vote of 1,331,874 shares of common stock (including the right to vote 450,000 shares which, as of

(2) The total number of shares beneficially owned and subject to the irrevocable voting proxy includes 200,000 shares of common stock to be granted to Mr. Rubizhevsky. As of the date of this Schedule 13D, these shares have not been issued, and such issuance is subject to certain conditions precedent which are within the control of Mr. Rubizhevsky.

	the date hereof, have not yet been issued). The Reporting Person has the sole power to dispose, or to direct the disposition of 401,143 shares of common stock.
(c)	On February 14, 2007, the Reporting Person was granted an option to purchase 400,000 shares of Isonics common stock. The option vested immediately upon grant. On February 14, 2007, the Reporting Person surrendered, disclaimed and abandoned options to purchase 51,953 shares of common stock from the 1996 Executives’ Equity Incentive Plan and 31,250 shares of common stock from the 2005 Stock Option Plan.
(d)	Mr. James Alexander has the right to receive, or the power to direct the receipt of dividends from, and the proceeds of the sale of, 666,315 shares of common stock. The James and Carol Alexander Family Foundation has the right to receive, or the power to direct the receipt of dividends from, and the proceeds of the sale of, 33,864 shares of common stock. Mrs. Carol Alexander has the right to receive, or the power to direct the receipt of dividends from, and the proceeds of the sale of, 125,000 shares of common stock. Mr. Boris Rubizhevsky has the right to receive, or the power to direct the receipt of dividends from, and the proceeds of the sale of, 497,218 shares of common stock. Mrs. Nancy Rubizhevsky has the right to receive, or the power to direct the receipt of dividends from, and the proceeds of the sale of, 8,334 shares of common stock
(e)	Not Applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As disclosed in Item 3 above, on February 14, 2007, Isonics and James Alexander executed an irrevocable voting proxy by which the President of Isonics shall vote all shares of Isonics common stock beneficially owned by Mr. Alexander for approval of Isonics’ 2007 Restructuring Equity Plan (the “2007 Plan”) and any amendment to the Isonics 2005 Stock Option Plan that may be proposed at the next meeting of shareholders. The total number of shares of common stock beneficially owned by Mr. Alexander, and subject to the proxy, is 825,179 (as adjusted for the 1-for-4 reverse stock split effected February 13, 2007). The irrevocable voting proxy between Isonics and Mr. Alexander expires on December 31, 2007. On February 14, 2007, Isonics and Boris Rubizhevsky executed an irrevocable voting proxy by which the President of Isonics shall vote all shares of Isonics common stock beneficially owned by Mr. Rubizhevsky for approval of Isonics’ 2007 Restructuring Equity Plan (the “2007 Plan”) and any amendment to the Isonics 2005 Stock Option Plan that may be proposed at the next meeting of shareholders. The

total number of shares of common stock beneficially owned by Mr. Rubizhevsky, and subject to the proxy, is 505,552 (as adjusted for the 1-for-4 reverse stock split effected February 13, 2007). The irrevocable voting proxy between Isonics and Mr. Rubizhevsky expires on December 31, 2007.

Item 7.	Material to Be Filed as Exhibits
10.1 Irrevocable Voting Proxy dated February 14, 2007, between Isonics, James Alexander and Carol Alexander. 10.2 Irrevocable Voting Proxy dated February 14, 2007, between Isonics, Boris Rubizhevsky and Nancy Rubizhevsky.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 19, 2007
	Date
	/s/ John V. Sakys
	Signature

	Name/Title

EX-10.1 2 a07-5007_1ex10d1.htm EX-10.1

Exhibit 10.1

IRREVOCABLE VOTING PROXY

THIS IRREVOCABLE VOTING PROXY (the “Proxy”) as of February 13, 2007 is made by and among Isonics Corporation (“Isonics”) and James E. Alexander and Carol Alexander (“Shareholders,” and with Isonics, the “Parties”).

RECITALS

WHEREAS, the Shareholders are Shareholders of Isonics;

WHEREAS, as additional consideration to Isonics for entering into a Settlement Agreement and Mutual Release by which Mr. Alexander resigned from certain positions with Isonics and accepted certain consideration for the remaining term of his employment with Isonics, the Shareholders desires to enter into this Agreement for the purpose of granting an irrevocable proxy to exercise certain voting rights of shares of stock of the Company at the next Shareholders’ meeting to be held no later than December 31, 2007.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I
SHARES SUBJECT TO AGREEMENT

1.1 Shares Subject to Agreement. The shares subject to the irrevocable proxy provided in Section 2 are such shares of common stock of the Company (the “Shares”) that are:

(a) As of the date hereof, held in the names of the Shareholders in the amounts set forth opposite the Shareholders’ name and in the name of Shareholders’ affiliate on Schedule 1 attached hereto;

(b) Any future issuance of voting shares of Capital Stock of the Company to the Shareholders, provided however, that this Agreement is in effect at the time of such issuance.

1.2 Adjustment of Shares. In the event that the number of outstanding shares of common stock is increased by a stock dividend, stock split, or similar recapitalization of the Company, any additional shares issued to either Shareholders shall be deemed Shares within the meaning of this Agreement.

ARTICLE II
GRANT OF PROXY

2.1 Grant of Proxy. Upon the execution of this Agreement and when presented to the Shareholders of Isonics for approval, the Shareholders hereby irrevocably grants to the President of Isonics his Proxy to cast his vote for:

(a) The approval of the 2007 Restructuring Equity Plan; and

(b) The approval of amendments to the 2005 Stock Option Plan.

2.2 Revocation of Prior Proxies. The Shareholders hereby revoke and cancel any and all proxies in respect of the Shares existing prior to the date of this Agreement, and agree to grant no further proxies for the subject matter hereof.

2.3 Expiration. This grant of a proxy expires unless exercised by the Proxy holder not later than December 31, 2007.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERSS

The Shareholders represents and warrants to Isonics the following:

3.1 Requisite Power and Authority. The Shareholders has all the necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on Shareholders’ part required for the lawful execution and delivery of this Agreement has been taken. Upon execution and delivery, this Agreement will be valid and binding obligation of Shareholders, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) general principles of equity that restrict the availability of equitable remedies.

3.2 Ownership of Shares. The Shareholders are the beneficial owners of the Shares specified in Schedule 1 hereto opposite his name and that he does not own directly or indirectly, any other shares of common stock of Isonics as of the date hereof. There are no outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements providing for the purchase, issuance or sale of the Shares, other than as contemplated by this Agreement.

ARTICLE IV
TERMINATION OF AGREEMENT

4.1 Termination. This Agreement shall terminate upon casting of all of the proxy votes as contemplated by Section 2.1 above or as set forth in Section 2.3 above.

ARTICLE V
MISCELLANEOUS

5.1 Governing Law/Venue. This Agreement shall be deemed to be made in, governed by, interpreted under and construed in all respects in accordance with the laws of the State of Colorado , irrespective of the place of domicile or residence of any Party, and without giving effect to any choice or conflict of laws provision or rule. In the event of controversy arising out of the interpretation, construction, performance or breach of this Agreement, the Parties hereby agree and consent to the jurisdiction and venue of the District Court for Jefferson County, Colorado.

5.2 Remedies. The Parties shall have all the remedies available to them for breach of this Agreement by law or in equity. The Parties further agree that in addition to all other remedies available at law or in equity, the Parties will be entitled to specific performance of the obligations of each party to this Agreement and immediate injunctive relief. The Parties also agree that if an action is brought in equity to enforce a party’s obligations, no Shareholders will assert as a defense that there is an adequate remedy at law.

5.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties hereto. Without limitation of the foregoing, should the Shareholders sell any shares of common stock, the Shareholders will specifically advise the purchaser thereof that such shares are subject to this proxy unless such obligation is released by Isonics in writing.

5.4 Entire Agreement. This Agreement, the Exhibits and Schedules hereto, constitute the full and entire understanding and agreement between the Parties with regard to the subject matter hereof and no Party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

5.5 Amendment and Waiver. This Agreement may not be amended or modified.

5.6 Notices. Any notices or other communications required or permitted hereunder shall be deemed sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:

If to Isonics, to:	Isonics Corporation
	5906 McIntyre Street
	Golden, CO 80403
	Attention:	President
	Telephone:	(303) 279-7900
	Facsimile:	(303-279-7300

If to Shareholders:	At such address on Isonics’s stockholder ledger

or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have given as of the date so delivered, mailed or telegraphed.

5.7 Attorneys’ Fees. In the event that any dispute among the Parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement.

5.8 Titles and Subtitles. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

5.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. The execution of this Agreement may be transmitted by facsimile signatures.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Irrevocable Proxy as of the date first above written.

ISONICS CORPORATION		SHAREHOLDERS


By:		James E. Alexander
Name	John Sakys, CFO

		Carol Alexander

SCHEDULE 1

CURRENT SHARE OWNERSHIP

SHAREHOLDERS	CERTIFICATE NO.	SHARES OF COMMON STOCK
James E. Alexander		1,665,257	*
		250,000
James and Carol Alexander Family Foundation		135,455	*

Carol Alexander		500,000	*

* To be adjusted by a 1:4 reverse stock split to be completed on February 13, 2007.

EX-10.2 3 a07-5007_1ex10d2.htm EX-10.2

Exhibit 10.2

IRREVOCABLE VOTING PROXY

THIS IRREVOCABLE VOTING PROXY (the “Proxy”) as of February 13, 2007 is made by and among Isonics Corporation (“Isonics”) and Boris Rubizhevsky and Nancy Rubizhevsky (“Shareholders,” and with Isonics, the “Parties”).

RECITALS

WHEREAS, the Shareholders are Shareholders of Isonics;

WHEREAS, as additional consideration to Isonics for entering into a Settlement Agreement and Mutual Release by which Mr. Rubizhevsky resigned from certain positions with Isonics and accepted certain consideration for the remaining term of his employment with Isonics, the Shareholders desires to enter into this Agreement for the purpose of granting an irrevocable proxy to exercise certain voting rights of shares of stock of Isonics at the next Shareholders’ meeting to be held no later than December 31, 2007.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I
SHARES SUBJECT TO AGREEMENT

1.1 Shares Subject to Agreement. The shares subject to the irrevocable proxy provided in Section 2 are such shares of common stock of Isonics (the “Shares”) that are:

(a) As of the date hereof, held in the names of the Shareholders in the amounts set forth opposite the Shareholders’ name and in the name of Shareholders’ affiliate on Schedule 1 attached hereto;

(b) Any future issuance of voting shares of Capital Stock of Isonics to the Shareholders, provided however, that this Agreement is in effect at the time of such issuance.

1.2 Adjustment of Shares. In the event that the number of outstanding shares of common stock is increased by a stock dividend, stock split, or similar recapitalization of Isonics, any additional shares issued to either Shareholders shall be deemed Shares within the meaning of this Agreement.

ARTICLE II
GRANT OF PROXY

2.1 Grant of Proxy. Upon the execution of this Agreement and when presented to the Shareholders of Isonics for approval, the Shareholders hereby irrevocably grants to the president of Isonics his Proxy to cast his vote for:

(a) The approval of the 2007 Restructuring Equity Plan; and

(b) The approval of amendments to the 2005 Stock Option Plan.

2.3 Expiration. This grant of a proxy expires unless exercised by the Proxy holder not later than December 31, 2007.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERSS

The Shareholders represents and warrants to Isonics the following:

ARTICLE IV
TERMINATION OF AGREEMENT

4.1 Termination. This Agreement shall terminate upon casting of all of the proxy votes as contemplated by Section 2.1 above or as set forth in Section 2.3 above.

ARTICLE V
MISCELLANEOUS

5.1 Governing Law/Venue. This Agreement shall be deemed to be made in, governed by, interpreted under and construed in all respects in accordance with the laws of the State of Colorado, irrespective of the place of domicile or residence of any Party, and without giving effect to any choice or conflict of laws provision or rule. In the event of controversy arising out of the interpretation, construction, performance or breach of this Agreement, the Parties hereby agree and consent to the jurisdiction and venue of the District Court for Jefferson County, Colorado.

5.5 Amendment and Waiver. This Agreement may not be amended or modified.

If to Isonics, to:	Isonics Corporation
	5906 McIntyre Street
	Golden, CO 80403
	Attention:	President
	Telephone:	(303) 279-7900
	Facsimile:	(303-279-7300

If to Shareholders:	At such address on Isonics’s stockholder ledger

5.8 Titles and Subtitles. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Irrevocable Proxy as of the date first above written.

ISONICS CORPORATION		SHAREHOLDERS


By:		Boris Rubizhevsky
Name	John Sakys, CFO

		Nancy Rubizhevsky

SCHEDULE 1

CURRENT SHARE OWNERSHIP

SHAREHOLDERS	CERTIFICATE NO.	SHARES OF COMMON STOCK
Boris Rubizhevsky
(directly and as custodian)
		200,000 covered by this Agreement

Nancy Rubizhevsky		*

* To be adjusted by a 1:4 reverse stock split to be completed on February 13, 2007.

Under the Securities Exchange Act of 1934 (Amendment No. )*

Signature

2.1 Grant of Proxy. Upon the execution of this Agreement and when presented to the Shareholders of Isonics for approval, the Shareholders hereby irrevocably grants to the President of Isonics his Proxy to cast his vote for:

(a) The approval of the 2007 Restructuring Equity Plan; and

(b) The approval of amendments to the 2005 Stock Option Plan.

2.1 Grant of Proxy. Upon the execution of this Agreement and when presented to the Shareholders of Isonics for approval, the Shareholders hereby irrevocably grants to the president of Isonics his Proxy to cast his vote for:

(a) The approval of the 2007 Restructuring Equity Plan; and

(b) The approval of amendments to the 2005 Stock Option Plan.

Under the Securities Exchange Act of 1934
(Amendment No. )*