Unassociated Document


     

    Exhibit
      10.2

    Amendment
      No. 1 to Employment Agreement

    


    This
      Amendment No. 1 dated as of October 26, 2007, by and between Ionatron, Inc.
      (the
“Company”) and Dana A. Marshall (the “Executive”) amends the Employment
      Agreement entered into on August 18, 2006 by and between the Company and the
      Executive (the “Agreement”). Capitalized items used herein and not defined
      herein shall have the same meanings as set forth in the Agreement.

     

    
      	 	
              (1)

            	
              The
                last sentence of Section 2.3 is deleted in its entirety and replaced
                with
                the following:

            


    

     

    
      	
            	“2.3	
              The
                Incentive Bonus shall be paid in a single lump sum no later than
                the
                earlier of (i) 15 calendar days following the date on which the Company
                files with the Securities and Exchange Commission (the “SEC”) its Annual
                Report on Form 10-K (or Form 10-KSB) which includes audited financial
                statements for such Employment Year audited by an independent registered
                public accounting firm and (ii) December 31st
                of
                the following calendar year.”

            


    

     

    
      	 	
              (2)

            	
              The
                following new Section 2.7 shall be added at the end of Section
                2.6.

            


    

     

    
      	
            	“2.7	
              Automobile
                Allowance.
                The Executive shall, commencing on the date of the Amendment, be
                entitled
                to a $1,000 per month automobile allowance, to cover the expenses
                of
                operating, maintaining and using an automobile, upon the presentation
                of
                appropriate vouchers and/or receipts to the extent the Company does
                not
                pay the expenses directly.

            


    

     

    
      	 	
              (3)

            	
              The
                following shall be added at the end of the last sentence of Section
                5.1.1.

            


    

     

    “,
      including Good Reason (as defined in Section 5.1.3 hereof)”

     

    
      	 	
              (4)

            	
              The
                following shall be added as a new Section 5.1.3 to the
                Agreement;

            


    

     

    
      	 	“5.1.3.	Good Reason.
              For purposes of this Agreement, “Good Reason” shall mean any of the
              following shall have occurred (without the Executive’s prior written
              consent):


      	 	 	 


      	 	(i)	a decrease in the Executive’s Base Salary or a failure by
              the Company to pay material compensation due and payable to the Executive
              in connection with his employment;


      	 	 	 


      	 	(ii)	a material diminution of the responsibilities or
              title of
              the Executive with the Company;


      	 	 	 


      	 	(iii)	a material breach by the Company of any material
              term or
              provision of this Agreement; or


      	 	 	 


      	 	
              (iv)

            	
              the
                removal of the Executive as a director of the Company or the failure
                of
                the Executive to be re-elected as a director of the Company;
                

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    and,
      in
      each case, shall not have been cured within thirty (30) days following receipt
      of written notice from the Executive setting forth in reasonable detail the
      facts and circumstances claimed to provide a basis for termination for Good
      Reason.” Any written notice of Good Reason must be provided to the Company by
      the Executive within ninety (90) days after the occurrence of the event
      providing the basis for termination for Good Reason set forth in the written
      notice.

     

    
      	 	
              (5)

            	
              Section
                5.4.2 shall be deleted in its entirety and replaced with the
                following:

            


    

     

    “5.4.2. Termination
      without Cause by the Company or for Good Reason by the Executive.
      Subject
      to the provisions of subsection 5.4.3 hereof, if, prior to the expiration of
      the
      Term, the Executive’s employment hereunder is terminated by the Company without
      Cause or by the Executive for Good Reason, the Company shall pay to the
      Executive all expenses and accrued Benefits arising prior to such termination
      which are payable to the Executive pursuant to this Agreement through the Date
      of Termination and the Company shall continue to pay the Executive his Base
      Salary as then in effect for a period of twelve (12) months from the Date
      of Termination (such period being referred to hereinafter as the “Severance
      Period”), payable in monthly installments. In addition, during the Severance
      Period, the Executive shall be entitled to continue to participate in all
      employee benefit plans that the Company provides (and continues to provide)
      generally to its senior executives.”

     

    
      	 	
              (6)

            	
              Section
                5.4.4 shall be deleted in its entirety and replaced with the
                following:

            


    

     

    “5.4.4 Vesting
      of Equity Awards Upon Change in Control.

     

    Anything
      contained herein to the contrary notwithstanding, upon the occurrence of a
      Change in Control (as defined in the Company’s 2007 Stock Incentive Plan),
      notwithstanding the vesting and exercisability schedule in any stock option
      agreement between the Company and the Executive, all unvested stock options
      granted by the Company to the Executive pursuant to this Agreement or otherwise
      shall immediately vest and become exercisable and shall remain exercisable
      for
      the full term of the option and all other unvested equity awards shall vest
      immediately.”

     

    
      	 	
              (7)

            	
              All
                other terms and provisions of the Agreement remain unchanged and
                of full
                force and effect

            


    

     

    
      	 	
              (8)

            	
              This
                Amendment No. 1 may be executed by the parties in one or more
                counterparts, each of which shall be deemed to be an original but
                all of
                which taken together shall constitute one and the same agreement,
                and
                shall become effective when one or more counterparts has been signed
                by
                each of the parties hereto and delivered to each of the other parties
                hereto. A photocopy or electronic facsimile of this Amendment No.
                1 or of
                any signature hereon shall be deemed an original for all
                purposes.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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


     

     

    
      	 	 	 
	 	"COMPANY"
	 	 
	 	IONATRON, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Kenneth
              M. Wallace
	 	
              
Printed
              Name: Kenneth M. Wallace
	 	Title:
              Chief Financial Officer


    

     

     

    
      	 	 	 
	 	
              "EXECUTIVE"

            
	 
 	 
 	 
 
	 	By:  	/s/
              Dana
              A. Marshall
	 	
              

              Dana
                A. Marshall