EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT (the “Agreement”), entered into on August 18, 2006, by and between
      Ionatron, Inc., a Delaware corporation (the “Company”), and Dana A. Marshall
      (the “Executive”).

     

    WITNESSETH:

     

    WHEREAS,
      the Company desires to employ the Executive as its President and Chief Executive
      Officer upon the terms and subject to the conditions set forth in this
      Agreement; and

     

    WHEREAS,
      the Executive is willing to accept such employment upon such terms;

     

    NOW,
      THEREFORE, in consideration of the covenants and agreements hereinafter set
      forth and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:

     

    1. EMPLOYMENT
      AND DUTIES

     

    1.1. Term
      of Employment.
      The
      Executive’s employment under this Agreement shall commence on August 18, 2006
      (the “Start Date”) and shall continue until terminated pursuant to Section 5
      hereof (such period being herein referred to as the “Term,” and the period from
      the Start Date through December 31, 2006 and any year thereafter ending on
      December 31 shall be referred to as an “Employment Year”).

     

    1.2. General.

     

    1.2.1. During
      the Term, the Executive shall have the titles of President and Chief Executive
      Officer of the Company and shall have such duties as may be from time to time
      delegated to him by the Board of Directors of the Company (the “Board”). The
      Executive shall faithfully and diligently discharge his duties hereunder and
      use
      his best efforts to implement the policies established by the Board. The
      Executive's responsibilities shall include, among other things, to render
      executive, policy, operations and other management services to the Company
      of
      the type customarily provided by persons situated in similar executive and
      management capacities.

     

    The
      Executive shall devote all of his business time, attention, knowledge and skills
      faithfully, diligently and to the best of his ability, in furtherance of the
      business and activities of the Company; provided that the Executive shall be
      entitled to continue to serve as an outsider director of Research-Electro
      Optics, a privately held company.

     

    1.3. Reimbursement
      of Expenses.
      The
      Company shall pay to the Executive the reasonable expenses incurred by him
      in
      the performance of his duties hereunder, including, without limitation, those
      incurred in connection with business related travel or entertainment, or, if
      such expenses are paid directly by the Executive, the Company shall promptly
      reimburse him for such payments (including for travel as contemplated by Section
      3 hereof), provided that the Executive properly accounts for such expenses
      in
      accordance with the Company's policy.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    1.4. Consideration.
      In
      consideration for the Executive’s execution of this Agreement, the Company
      agrees that the Executive shall become employed by the Company as set forth
      in
      this Agreement, the Executive shall be permitted access to the Company’s
      confidential information and shall be eligible to receive post-Term severance
      payments (Sections 5.4.2 and 5.4.3) as set forth in this Agreement (subject
      to
      his compliance with Sections 7, 8 and 9 of this Agreement). The Executive
      understands, acknowledges and agrees that the Executive would not receive the
      consideration specified in this Section 1.4, except for the Executive’s
      execution of this Agreement and the fulfillment of the promises contained
      herein. 

     

    2. COMPENSATION

     

    2.1. Base
      Salary.
      During
      the Term, the Executive shall be entitled to receive a base salary (“Base
      Salary”) at a rate of Two Hundred Fifty Thousand Dollars ($250,000) per annum
      during the Term, which Base Salary shall be payable in arrears in equal
      installments not less frequently than on a bi-monthly basis in accordance with
      the payroll practices of the Company, with such increases as may be determined
      by the Board from time to time.

     

    2.2. Signing
      Bonus.
      In
      addition to the Base Salary, the Company shall pay to the Executive a signing
      bonus of $15,000, which bonus shall be paid on the Start Date.

     

    2.3. Incentive
      Bonus.
      The
      Executive shall be eligible to receive, for each Employment Year during the
      Term, an annual incentive bonus in each calendar year commencing after December
      31, 2006 of up to an amount equal to 50% of the Base Salary for the Employment
      Year (the “Incentive Bonus”) if the Company achieves goals and objectives
      established by the Compensation Committee of the Board of Directors within
      120
      days from the Start Date for the 2007 Employment Year and 30 days following
      each
      anniversary of the Start Date for the following Employment year for each
      Employment Year after December 31, 2007 and the Executive shall be entitled
      to
      receive Incentive Bonus for the calendar ending December 31, 2006 as may be
      determined by the Compensation Committee of the Board of Directors.
      The
      Incentive Bonus shall be paid in a single lump sum no later than 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.

     

    2.4. Stock
      Options.
      In
      addition to the Base Salary and Incentive Bonuses, if any, the Executive shall
      receive, as incentive compensation, non-plan options (“Options”) to purchase up
      to an aggregate of 800,000 shares (the “Shares”) of common stock of the Company,
      pursuant to and upon the terms and conditions set forth in the form of Option
      Agreement (the “Option Agreement”) attached as Exhibit A hereto. The Options
      shall vest and be exercisable as to 200,000 of the Shares on each of the first
      four anniversaries of the Start Date, subject to earlier vesting as set forth
      in
      Section 5.4.4, at any time during the five-year period commencing upon the
      date
      of grant, subject to earlier termination as provided in the Option Agreement,
      at
      an exercise price per share of $6.30. The Company agrees to file a registration
      statement on Form S-8 with the Securities and Exchange Commission prior to
      August 18, 2007 covering the Shares.

     


    
      
        
        

      

      
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    2.5. Additional
      Compensation.
      In
      addition to the Base Salary, Additional Salary and the Incentive Bonuses, if
      any, and the Options, the Executive shall be entitled to receive such other
      cash
      bonuses and such other compensation in the form of stock, stock options or
      other
      property or rights as may from time to time be awarded him by the Board during
      or in respect of his employment hereunder.

     

    2.6. Relocation
      Allowance.
      Prior
      to your relocation to the Tucson, Arizona area, for a period of two years
      commencing on the Start Date, the Executive shall be entitled to receive a
      temporary housing allowance in an amount equal to the Executive’s actual rental
      expense (plus an amount equal to any additional tax consequences to the
      Executive for such payment, if any) up to $2,500 per month, provided however,
      that such payments shall terminate earlier upon the Executive establishing
      a
      permanent residence in the Tucson, Arizona area.

     

    3. PLACE
      OF PERFORMANCE. In connection with his employment by the Company, the
      Executive shall initially be based in St. Louis, Missouri for not more than
      two
      (2) years following the Start Date and will travel to the Company’s principal
      executive offices in Tucson, Arizona as necessary to perform his duties under
      this Agreement, and, thereafter, the Executive shall be based at the Company’s
      principal executive offices in Tucson, Arizona, subject to the mutual agreement
      of the Executive and the Company to relocate him to another office of the
      Company. 

     

    4. EMPLOYEE
      BENEFITS

     

    4.1. Benefit
      Plans.
      The
      Executive shall, during the Term, be included to the extent eligible thereunder
      in all employee benefit plans, programs or arrangements of general application
      (including, without limitation, any plans, programs or arrangements providing
      for retirement benefits, options and other equity-based incentive compensation,
      profit sharing, bonuses, disability benefits, health and life insurance, or
      vacation and paid holidays) which shall be established by the Company or any
      affiliate of the Company, for, or made available to, their respective senior
      executives (“Benefits”). During the Term, the Benefits described in this
      paragraph 4 may only be reduced as a result of a general reduction for senior
      executives.

     

    4.2. Vacation.
      The
      Executive shall be entitled to up to four (4) weeks vacation at full pay for
      each year during the Term. Such vacation may be taken in the Executive’s
      discretion, upon reasonable notice to the Board of Directors and at such time
      or
      times as are not inconsistent with the reasonable business needs of the Company.
      

     

    5. TERMINATION
      OF EMPLOYMENT

     

    5.1. General.
      The
      Executive’s employment under this Agreement may be terminated by either the
      Company or the Executive without any breach of this Agreement as
      follows:

     

    5.1.1. Termination
      without Cause.
      The
      Company may terminate this Agreement without Cause (as defined in Section 5.1.2
      hereof upon thirty (30) days written notice to the Executive. The Executive
      may
      terminate this Agreement for any reason upon thirty (30) days written notice
      to
      the Company for any reason.

     


    
      
        
        

      

      
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    5.1.2. Cause.
      The
      Company may terminate the Executive’s employment under this Agreement for Cause.
      Termination for “Cause” shall mean termination of the Executive’s employment
      because of the occurrence of any of the following as determined by the
      Board:

     

    (i) the
      failure or refusal by the Executive to substantially perform his obligations
      under this Agreement (other than any such failure resulting from the Executive’s
      incapacity due to physical or mental incapacity, illness or disease);
provided,
      however,
      that
      the Company shall have provided the Executive with written notice that such
      actions are occurring and the Executive has been afforded a reasonable
      opportunity of at least fifteen (15) days to cure same, or

     

    (ii) the
      indictment of the Executive for a felony or other crime involving moral
      turpitude or dishonesty; or

     

    (iii) a
      breach
      of Section 7, Section 8 or Section 9 hereof or a breach of any representation
      contained in this Agreement by the Executive; or

     

    (iv) a
      breach
      of fiduciary duty involving personal profit; or

     

    (v) a
      material act of dishonesty in connection with his employment with the Company;
      or

     

    (vi) the
      Executive’s possession or use of illicit drugs, a prohibited substance or
      alcohol, to such extent that it impairs his ability to perform his duties and
      responsibilities or failure to comply with the Company’s Drug Testing Policy (as
      defined in Section 9 hereof); or

     

    (vii) the
      Executive having committed acts or omissions constituting gross negligence
      or
      willful misconduct (including theft, fraud, embezzlement, and securities law
      violations) which is injurious to the Company, monetarily, or otherwise. For
      purposes of this Section 5.1.2(vii), no act, or failure to act, on the part
      of
      the Executive shall be considered “gross negligence” or “willful” unless done,
“or” omitted to be done, by him in bad faith and without reasonable belief that
      his action or omission was in the best interest of the Company; or.

     

    (viii) the
      Executive having committed any violation of, or noncompliance with, any
      securities law, rule or regulation or stock exchange or Nasdaq Stock Market
      regulation rule relating to or affecting the Company, including without
      limitation (A) the Executive’s failure or refusal to honestly provide the
      chief executive officer and/or principal executive officer certification
      required under the Sarbanes-Oxley Act of 2002, including the rules and
      regulations promulgated thereunder (the “Sarbanes-Oxley
      Act”)
      or
      failure to take reasonable and appropriate steps to determine whether or not
      any
      such certificate was accurate or otherwise in compliance with the requirements
      of the Sarbanes-Oxley Act, or (B) the Executive’s failure to establish and
      administer effective systems and controls necessary for the Company to timely
      file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of
      1934.

     


    
      
        
        

      

      
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    (ix) The
      Executive’s failure to obtain or, once obtained, failure to maintain all
      security clearances required by the Company for the operation of its
      business.

     

    5.2. Notice
      of Termination.
      Any
      termination of the Executive’s employment by the Company or by the Executive
      (other than termination by reason of the Executive’s death) shall be
      communicated by written Notice of Termination to the other party of this
      Agreement. For purposes of this Agreement, a “Notice of Termination” shall mean
      a notice which shall indicate the specific termination provision in this
      Agreement relied upon and shall set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of the Executive’s
      employment under the provision so indicated.

     

    5.3. Date
      of Termination.
      The
“Date of Termination” shall mean (a) if the Executive’s employment is
      terminated by his death, the date of his death, (b) if the Executive’s
      employment is terminated pursuant to subsection 5.1.1 above, the date set forth
      in the Notice of Termination, and (c) if the Executive’s employment is
      terminated pursuant to subsection 5.1.2 above, the date specified in the Notice
      of Termination after the expiration of any applicable cure periods, if
      any.

     

    5.4. Compensation
      Upon Termination.
      

     

    5.4.1. Termination
      for Cause.
      If the
      Executive’s employment shall be terminated for Cause or by the Executive for any
      reason, the Company shall pay the Executive his Base Salary through the Date
      of
      Termination, at the rate in effect at the time Notice of Termination is given,
      and 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 have no further obligation with respect to
      this Agreement. 

     

    5.4.2. Termination
      without Cause.
      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, 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 six (6)
      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. 

     

    5.4.3. Death
      During Severance Period.
      In the
      event of the Executive’s death during the Severance Period, payments of Base
      Salary under this Section 5.4 and payments under the Company’s employee benefit
      plan(s) shall continue to be made in accordance with their terms during the
      remainder of the Severance Period to the beneficiary designated in writing
      for
      such purpose by the Executive or, if no such beneficiary is specifically
      designated, to the Executive’s estate.

     


    
      
        
        

      

      
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    5.4.4. Termination
      Following Change in Control.

     

    Anything
      contained herein to the contrary notwithstanding, in the event [the Executive’s
      employment hereunder is terminated within three (3) months following a Change
      in
      Control (as defined below) by the Company without Cause] [of a Change of
      Control], 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
      shall
      immediately vest and become exercisable and shall remain exercisable for the
      full term of the Option.

     

    6. INSURABILITY;
      RIGHT TO INSURE

     

    During
      the continuance of the Executive's employment hereunder, the Company shall
      have
      the right to maintain key man life insurance in its own name covering the
      Executive's life in such amount as shall be determined by the Company, for
      a
      term ending on the termination or expiration of this Agreement. The Executive
      shall aid in the procuring of such insurance by submitting to the required
      medical examinations, if any, and by filling out, executing and delivering
      such
      applications and other instrument in writing as may be reasonably required
      by an
      insurance company or companies to which application or applications for
      insurance may be made by or for the Company.

     

    7. CONFIDENTIALITY;
      NONCOMPETITION; NONSOLICITATION; NONDISPARAGEMENT

     

    7.1. The
      Company and the Executive acknowledge that the services to be performed by
      the
      Executive under this Agreement are unique and extraordinary and, as a result
      of
      such employment, the Executive shall be in possession of confidential
      information relating to the business practices of the Company. The term
“confidential information” shall mean any and all information (oral and written)
      relating to the Company or any of its affiliates, or any of their respective
      activities, as well as any distributors, vendors, suppliers, customers or other
      third party of which the Executive shall possess in connection with his
      employment with the Company, other than such information which (i) can be shown
      by the Executive to be in the public domain (such information not being deemed
      to be in the public domain merely because it is embraced by more general
      information which is in the public domain) other than as the result of breach
      of
      the provisions of this paragraph 7 or (ii) the Executive is required to disclose
      under any applicable laws, regulations or directives of any government agency,
      tribunal or authority having jurisdiction in the matter or under subpoena or
      other process of law. The Executive shall not, during the Term and for a period
      of five (5) years thereafter, except as may be required in the course of the
      performance of his duties hereunder, directly or indirectly, use, communicate,
      disclose or disseminate to any person, firm or corporation any confidential
      information regarding the clients, customers or business practices of the
      Company acquired by the Executive, without the prior written consent of the
      Company; provided,
      however,
      that
      the Executive understands that Executive shall be prohibited from
      misappropriating any trade secret at any time during or after the Term.


     


    
      
        
        

      

      
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    7.2. Upon
      the
      termination of the Executive’s employment for any reason whatsoever, all
      documents, records, notebooks, equipment, price lists, specifications, programs,
      customer and prospective customer lists and other materials which refer or
      relate to any aspect of the business of the Company which are in the possession
      of the Executive, including all copies thereof, shall be promptly returned
      to
      the Company.

     

    7.3. The
      Executive hereby agrees that he shall not, during the Term and for a period
      of
      two years after the Date of Termination, directly or indirectly, within any
      county (or adjacent county) in any State within the United States or territory
      outside of the United States in which the Company is engaged in business during
      the Term, engage, have an interest in or render any services to any business
      (whether as owner, manager, operator, licensor, licensee, lender, partner,
      stockholder, joint venturer, employee, consultant, advisor or otherwise)
      competitive with the business activities conducted by the Company, its
      subsidiaries, or affiliates during the Term. Notwithstanding the foregoing,
      nothing herein shall prevent the Executive from owning stock in a publicly
      traded corporation whose activities compete with those of the Company’s,
      provided that such stock holdings are not greater than two percent (2%) of
      such
      corporation. 

     

    7.4. The
      Executive shall not, during the Term and for a period of two years after the
      Date of Termination, directly or indirectly, take any action which constitutes
      an interference with or a disruption of any of the Company’s business activities
      including, without limitation, the solicitations of the Company’s customers,
      distributors or vendors or persons listed on the personnel lists of the Company.
      

     

    7.5. For
      purposes of clarification, but not of limitation, the Executive hereby
      acknowledges and agrees that the provisions of Sections 7.3 and 7.4 above shall
      serve as a prohibition against him from, during the period referred to therein,
      directly or indirectly, hiring, offering to hire, enticing, soliciting or in
      any
      other manner persuading or attempting to persuade any officer, employee, agent,
      lessor, lessee, licensor, licensee or customer of the Company (but only those
      suppliers existing during the time of the Executive’s employment by the Company,
      or at the termination of his employment), to discontinue or alter his, her
      or
      its relationship with the Company.

     

    7.6. (a) The
      Executive agrees that all processes, technologies and inventions (“Inventions”),
      including new contributions, improvements, ideas and discoveries, whether
      patentable or not, conceived, developed, invented or made by him during the
      Term
      shall belong to the Company, provided that such Inventions grew out of the
      Executive’s work with the Company, are related in any manner to the business
      (commercial or experimental) of the Company or are conceived or made on the
      Company’s time or with the use of the Company’s facilities or materials. The
      Executive shall further: (a) promptly disclose such Inventions to the Company;
      (b) assign to the Company, without additional compensation, all patent and
      other
      rights to such Inventions for the United States and foreign countries; (c)
      sign
      all papers necessary to carry out the foregoing; and (d) give testimony in
      support of his inventorship;

     


    
      
        
        

      

      
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    (b) If
      any
      Invention is described in a patent application or is disclosed to third parties,
      directly or indirectly, by the Executive within two (2) years after the
      termination of his employment by the Company, it is to be presumed that the
      Invention was conceived or made during the Term by the Company; and

     

    (c) The
      Executive agrees that he will not assert any rights to any Invention as having
      been made or acquired by him prior to the date of this Agreement, except for
      Inventions, if any, disclosed to the Company in writing prior to the date
      hereof.

     

    7.7. The
      Company shall be the sole owner of all products and proceeds of the Executive’s
      services hereunder, including, but not limited to, all materials, ideas,
      concepts, formats, suggestions, developments, arrangements, packages, programs
      and other intellectual properties that the Executive may acquire, obtain,
      develop or create in connection with and during the term of the Executive’s
      employment hereunder, free and clear of any claims by the Executive (or anyone
      claiming under the Executive) of any kind or character whatsoever (other than
      the Executive’s right to receive payments hereunder). The Executive shall, at
      the request of the Company, executive such assignments, certificates or other
      instruments as the Company may from time to time deem necessary or desirable
      to
      evidence, establish, maintain, perfect, protect, enforce or defend its right,
      or
      title and interest in or to any such properties.

     

    7.8. At
      no
      time during or after the Term shall the Executive, directly or indirectly,
      disparage the commercial, business, professional or financial, as the case
      may
      be, reputation of the Company or its officers or directors.

     

    7.9. Without
      intending to limit the remedies available to the Company, the Executive
      acknowledges that a breach of any of the covenants contained in this Section
      7
      may result in material and irreparable injury to the Company, or its affiliates
      or subsidiaries, for which there is no adequate remedy at law, that it will
      not
      be possible to measure damages for such injuries precisely and that, in the
      event of such a breach or threat the Company shall be entitled to seek a
      temporary restraining order and/or a preliminary or permanent injunction
      restraining the Executive from engaging in activities prohibited by this Section
      7 or such other relief as may be required specifically to enforce any of the
      covenants in this Section 7. The Executive hereby acknowledges and agrees that
      the type and periods of restrictions imposed in this Section 7 are fair and
      reasonable and are reasonably required for the protection of the Company’s
      confidential information and the goodwill associated with the business of the
      Company. Further, the Executive acknowledges and agrees that the restrictions
      imposed in this Section 7 will not prevent her from obtaining suitable
      employment after her employment with the Executive ceases or from earning a
      livelihood. If for any reason it is held that the restrictions under this
      Section 7 are not reasonable or that consideration therefor is inadequate,
      such
      restrictions shall be interpreted or modified to include as much of the duration
      and scope identified in this Section as will render such restrictions valid
      and
      enforceable.

     

    8. EXECUTIVE’S
      COOPERATION

     

    During
      the Term and thereafter, the Executive shall cooperate with the Company in
      any
      internal investigation or administrative, regulatory or judicial proceeding
      as
      reasonably requested by the Company (including, without limitation, the
      Executive being available to the Company upon reasonable notice for interviews
      and factual investigations, appearing at the Company’s request to give testimony
      without requiring service of a subpoena or other legal process, volunteering
      to
      the Company all pertinent information and turning over to the Company all
      relevant documents which are or may come into the Executive’s possession, all at
      times and on schedules that are reasonably consistent with the Executive’s other
      permitted activities and commitments). In the event the Company requires the
      Executive’s cooperation in accordance with this section after the termination of
      the Term, the Company shall reimburse the Executive for all of his reasonable
      costs and expenses incurred, in connection therewith, plus pay the Executive
      a
      reasonable amount per day for his time spent.

     


    
      
        
        

      

      
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    9. COMPANY
      DRUG POLICY

     

    The
      Executive agrees to submit to drug testing under the Company’s drug testing
      policy as in effect from time to time (the “Drug Testing Policy”).

     

    10. SERVICE
      AS A DIRECTOR

     

    If
      at any
      time the Executive is serving as a member of the Board of Directors and the
      Executive’s employment with the Company is terminated by the Company or the
      Executive for any reason, upon the written request of the Chairman of the Board
      for the Executive to resign as a director of the Company, the Executive shall
      be
      deemed to have resigned as a director effective upon acceptance of such
      resignation by the Board of Directors.

     

    11. REPRESENTATIONS
      OF THE EXECUTIVE

     

    The
      Executive represents and warrants to the Company as follows:

     

    11.1. No
      Conflicting Agreements.
      The
      Executive is not bound by or subject to any non-competition, non-disclosure
      or
      other agreement which would prohibit the Executive from entering into this
      Agreement or serving as Chief Executive Officer of the Company or otherwise
      interfere with the Executive’s performance of his duties hereunder.

     

    11.2. Security
      Clearance. The
      Executive is aware of and understands the types and nature security clearances
      required for him to obtain and maintain in order to serve as Chief Executive
      Officer of the Company and is not aware of any reason why such clearance would
      be denied.

     

    11.3. United
      States Citizenship.
      The
      Executive is a United States citizen.

     

    12. RIGHTS
      OF INDEMNIFICATION

     

    The
      Company shall indemnify the Executive to the fullest extent permitted by the
      General Corporation Law of the State of Delaware, as amended from time to time,
      for all amounts (including without limitation, judgments, fines, settlement
      payments, expenses and attorney’s fees) incurred or paid by the Executive in
      connection with any action, suit, investigation or proceeding arising out of
      or
      relating to the performance by the Executive of services for, or the acting
      by
      the Executive as a director, officer or employee of the Company, or any other
      person or enterprise at the Company’s request. The Company shall have the
      Executive named as a covered person under its director and officer liability
      insurance policies as may be in effect from time to time.

     


    
      
        
        

      

      
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    13. MISCELLANEOUS

     

    13.1. Notices.
      All
      notices or communications hereunder shall be in writing, addressed as
      follows:

     

    
      	
              To
                the Company:

            	
              Ionatron,
                Inc.

              3716
                East Columbia

              Tucson,
                AZ 85714

              Attn:
                Chairman of the Board

            
	 	 
	 	
              with
                a copy to: 

            
	 	 
	 	
              Blank
                Rome LLP

              405
                Lexington Avenue

              New
                York, NY 10174

              Attn:
                Robert J. Mittman, Esq.

            
	 	 
	
              To
                the Executive:

            	
              Dana
                A. Marshall

              15
                Lake Forest Drive

              St.
                Louis, Missouri 63117

            
	 	 


    

    


    All
      such
      notices shall be conclusively deemed to be received and shall be effective
      (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy
      or facsimile transmission, upon confirmation of receipt by the sender of such
      transmission, (iii) if sent by overnight courier, one business day after
      being sent by overnight courier, or (iv) if sent by registered or certified
      mail, postage prepaid, return receipt requested, on the fifth day after the
      day
      on which such notice is mailed.

     

    13.2. Severability.
      Each
      provision of this Agreement shall be interpreted in such manner as to be
      effective and valid under applicable law, but if any provision of this Agreement
      is held to be prohibited by or invalid under applicable law, such provision
      will
      be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Agreement.

     

    13.3. Binding
      Effect; Benefits.
      Executive may not delegate his duties or assign his rights hereunder. This
      Agree-ment shall inure to the benefit of, and be binding upon, the parties
      hereto and their respective heirs, legal representatives, successors and
      permitted assigns.

     

    13.4. Entire
      Agreement.
      This
      Agreement represents the entire agreement of the parties and shall supersede
      any
      and all previous contracts, arrangements or understandings between the Company
      and the Executive. This Agreement may be amended at any time by mutual written
      agreement of the parties hereto. In the case of any conflict between any express
      term of this Agreement and any statement contained in any employment manual,
      memo or rule of general applicability of the Company, this Agreement shall
      control.

     


    
      
        
        

      

      
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    13.5. Warranty.
      The
      Executive hereby represents and warrants as follows: (i) that the execution
      of this Agreement and the discharge of the Executive’s obligations hereunder
      will not breach or conflict with any other contract, agreement, or understanding
      between the Executive and any other party or parties; and (ii) the
      Executive’s resume which was provided to the Company by the Executive and other
      statements made about the Executive’s employment history to the Company by the
      Executive are true, accurate and complete in all material respects.

     

    13.6. Withholding.
      The
      payment of any amount pursuant to this Agreement shall be subject to applicable
      withholding and payroll taxes, and such other deductions as may be required
      under the Company’s employee benefit plans, if any.

     

    13.7. Governing
      Law.
      This
      Agreement and the performance of the parties hereunder shall be governed by
      the
      internal laws (and not the law of conflicts) of the State of Delaware. Any
      claim
      or controversy arising out of or in connection with this Agreement, or the
      breach thereof, shall be adjudicated exclusively by the state courts for the
      State of Arizona, or by a federal court sitting in Arizona. The parties hereto
      agree to the personal jurisdiction of such courts and agree to accept process
      by
      regular mail in connection with any such dispute.

     

    13.8. Execution
      in Counterparts.
      This
      Agreement 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
      Agreement or of any signature hereon shall be deemed an original for all
      purposes.

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      and
      the Executive has hereunto set his hand, as of the day and year first above
      written,

     

    
      	
              THE
                COMPANY:

            
	 
	
              IONATRON,
                INC.

            
	 
	 
	
              By:

            	
              /s/
                David C. Hurley

            
	
              Name:
                David C. Hurley

            
	
              Title:
                Chairman

            
	 
	
              EXECUTIVE

            
	 
	
              /s/
                Dana A. Marshall

            
	
              Name:
                Dana A. Marshall

            


    

    


    
      
        
        

      

      
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