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.