Exhibit 10.2

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("ACT"), OR APPLICABLE STATE LAW. THIS WARRANT AND THE SECURITIES  UNDERLYING IT
MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION  STATEMENT  WITH RESPECT  THERETO UNDER THE ACT AND ANY  APPLICABLE
STATE  SECURITIES  LAW,  OR UNLESS THE  COMPANY  RECEIVES AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.


              VOID AFTER 5:00 P.M. EASTERN TIME, OCTOBER ____, 2010

                                     WARRANT

                               For the Purchase of

                        _________ Shares of Common Stock
                                       of

                                 IONATRON, INC.

1.    Warrant.

      THIS CERTIFIES THAT, for good and valuable consideration,  duly paid by or
on behalf of J Giordano Securities Group ("Holder" or "Giordano"), as registered
owner of this Warrant, to Ionatron,  Inc., a Delaware  corporation  ("Company"),
Holder is entitled,  at any time or from time to time through 5:00 p.m., Eastern
Time on October, 2010 ("Expiration Date"), but not thereafter, to subscribe for,
purchase and receive,  in whole or in part,  up to __________  (_______)  shares
("Warrant  Shares") of the  Company's  common  stock  ("Common  Stock").  If the
Expiration Date is a day on which banking  institutions are authorized by law to
close, then this Warrant may be exercised on the next succeeding day that is not
such a day in accordance with the terms herein.  During the period ending on the
Expiration  Date, the Company agrees not to take any action that would terminate
the Warrant.  This Warrant is being issued in  connection  with the issuance and
sale  by the  Company  of up to  920,000  shares  of its  Preferred  Stock  at a
per-share price of $25.00 in a private placement offering ("Offering") for which
Giordano has acted as Placement Agent.

2.    Exercise.

      Exercise  Price.  This  Warrant  is  initially  exercisable  at $12.00 per
Warrant  Share  ("Exercise  Price").  The term  "Exercise  Price" shall mean the
initial exercise price or the adjusted exercise price, depending on the context,
to purchase one Warrant Share.

      2.1  Exercise  Notice;  Payment  for  Shares.  In order to  exercise  this
Warrant,  the exercise  notice form  attached  hereto must be duly  executed and
completed and  delivered to the Company,  together with this Warrant and payment
of the Exercise Price  multiplied by the number of Warrant Shares for which this
Warrant is being exercised (except as provided in Section 2.4 hereof) in cash or
by certified  check or official  bank check for the shares being  purchased.  If
this Warrant has not been wholly exercised at or before 5:00 p.m., Eastern time,
on the Expiration  Date,  this Warrant shall become and be void at such date and
time without further force or effect,  and all rights  represented  hereby shall
cease and expire.

<PAGE>

      2.2 Legend.  Each  certificate  for Warrant  Shares  purchased  under this
Warrant shall bear the following legend:


            "The shares represented by this certificate have not been registered
            under the Securities  Act of 1933, as amended  ("Act") or applicable
            state  law.  The  shares  may  not be  pledged,  sold,  assigned  or
            transferred  in the absence of an effective  registration  statement
            with  respect  thereto  under  the  Act  and  any  applicable  state
            securities  law,  or unless  the  Company  receives  an  opinion  of
            counsel,  satisfactory to the Company, that such registration is not
            required."

      2.3 Conversion Right.

            2.3.1  Determination  of  Amount.  In  lieu  of the  payment  of the
Exercise Price  multiplied by the number of Warrant Shares for which the Warrant
is being  exercised in the manner required by Section 2.2, the Holder shall have
the right (but not the  obligation) to convert any  exercisable  but unexercised
portion of this Warrant into securities  ("Conversion  Right") as follows:  Upon
exercise  of the  Conversion  Right,  the  Company  will  deliver  to the Holder
(without payment by the Holder of any of the Exercise Price in cash) that number
of shares equal to the quotient obtained by dividing (x) the "Value" (as defined
below) of the portion of the Warrants being  converted by (y) the "Market Price"
(as defined  below).  The "Value" of the portion of the Warrants being converted
will  equal the  remainder  derived  from  subtracting  (a) the  Exercise  Price
multiplied by the number of shares  underlying the portion of the Warrants being
converted  from  (b)  the  Market  Price  multiplied  by the  number  of  shares
underlying the portion of the Warrants being converted. As used herein, the term
"Market  Price" is deemed to be the last reported sale price of the Common Stock
on the date prior to the date the Conversion Right is exercised,  or, in case no
such  reported  sale takes place on such day,  the average of the last  reported
sale prices for the immediately  preceding three trading days, in either case as
officially  reported by the  principal  securities  exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed or
admitted to trading on any national  securities exchange or if any such exchange
on which the Common Stock is listed is not its  principal  trading  market,  the
last  reported  sale price as furnished by the National  Association  Securities
Dealers,  Inc.  through the Nasdaq  National Market or SmallCap  Market,  or, if
applicable,  the OTC  Bulletin  Board,  or if the Common  Stock is not listed or
admitted to trading on any of the foregoing markets, or similar organization, as
determined in good faith by resolution of the Board of Directors of the Company,
based on the best information available to it.

      2.4 Mechanics of Conversion  Right.  The Conversion Right may be exercised
by the  Holder on any  business  day on or after the  Commencement  Date and not
later than the  Expiration  Date,  except as  otherwise  provided in Section 2.1
hereof,  by delivering to the Company the Warrants with a duly executed exercise
form  attached  hereto with the  conversion  section  completed  exercising  the
Conversion Right.

3.  Transfer  Restrictions.  The  registered  Holder  of  this  Warrant,  by its
acceptance  hereof,  agrees  that  it will  not  sell,  transfer  or  assign  or
hypothecate  this Warrant to anyone except upon compliance  with, or pursuant to
exemptions  from,  applicable  securities  laws.  In order to make any permitted
assignment,  the Holder must deliver to the Company the assignment form attached
hereto duly  executed and  completed,  together with this Warrant and payment of
all transfer taxes, if any, payable in connection  therewith.  The Company shall
promptly transfer this Warrant on the books of the Company and shall execute and


                                       2
<PAGE>

deliver a new Warrant or Warrants of like tenor to the  appropriate  assignee(s)
expressly  evidencing  the right to  purchase  the  aggregate  number of Warrant
Shares  purchasable  hereunder  or such  portion  of such  number  as  shall  be
contemplated  by any such  assignment;  provided that there is then an effective
registration  statement  with respect  thereto under the Act and any  applicable
state   securities  laws,  or  the  Company  receives  an  opinion  of  counsel,
satisfactory to the Company, that such registration is not required

4.    New Warrants to be Issued.

      4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3
hereof,  this Warrant may be  exercised or assigned in whole or in part.  In the
event of the exercise or assignment  hereof in part only, upon surrender of this
Warrant for cancellation, together with the duly executed exercise or assignment
form and funds (or conversion  equivalent)  sufficient to pay any Exercise Price
multiplied  by the number of Warrant  Shares for which this Warrant is exercised
and/or  transfer  tax,  the Company  shall cause to be  delivered  to the Holder
without  charge a new  Warrant of like tenor to this  Warrant in the name of the
Holder  evidencing  the right of the Holder to purchase the aggregate  number of
Warrant Shares as to which this Warrant has not then been exercised or assigned.

      4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory
to it of the loss,  theft,  destruction  or  mutilation  of this  Warrant and of
reasonably satisfactory indemnification, the Company shall execute and deliver a
new Warrant of like tenor and date. Any such new Warrant  executed and delivered
as a result of such loss,  theft,  mutilation or destruction  shall constitute a
substitute contractual obligation on the part of the Company.

5.    Registration Rights.

      5.1  Registration  Obligation.  The Holder  shall be  entitled to the same
registration  rights,  to the extent  applicable,  with  respect to the  Warrant
Shares  issuable  upon  exercise  of this  Warrant as the Company has granted to
investors in the Offering as  described  in the  Offering  Memorandum,  Purchase
Agreement and Registration Rights Agreement entered into by the Company and each
such investor in the Offering;  provided,  that any penalties  described therein
for  Registration  Defaults (as defined in the  Registration  Rights  Agreement)
shall not apply.

      5.2 Successors and Assigns.  The registration rights granted to the Holder
inure to the benefit of all the Holder's successors, heirs, pledgees, assignees,
transferees and purchasers of this Warrant or the Warrant Shares.

6.    Certain  Adjustments.  The  Exercise  Price and number of  Warrant  Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 6.

      6.1 Stock  Dividends  and Splits.  If the Company,  at any time while this
Warrant  is  outstanding,  (i)  pays a stock  dividend  on its  Common  Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of Common  Stock  outstanding  immediately  before  such  event and of which the
denominator   shall  be  the  number  of  shares  of  Common  Stock  outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph  shall  become  effective  immediately  after the record  date for the
determination of stockholders entitled to receive such dividend or distribution,
and any  adjustment  pursuant  to clause (ii) or (iii) of this  paragraph  shall
become  effective  immediately  after the effective date of such  subdivision or
combination.  If any event requiring an adjustment  under this paragraph  occurs
during the period  that an  Exercise  Price is  calculated  hereunder,  then the
calculation  of such Exercise Price shall be adjusted  appropriately  to reflect
such event.

                                       3
<PAGE>

      6.2 Pro Rata Distributions. If the Company, at any time while this Warrant
is  outstanding,  distributes to all holders of Common Stock (i) evidence of its
indebtedness,  (ii) any  security  (other than a  distribution  of Common  Stock
covered by the preceding  paragraph),  (iii) rights or warrants to subscribe for
or purchase any  security,  or (iv) any other asset (in each case,  "Distributed
Property"),  then,  at the request of any Holder  delivered  before the 30th day
after the record  date  fixed for  determination  of  stockholders  entitled  to
receive such distribution, the Company will deliver to such Holder, within seven
days  after  such  request  (or,  if  later,  on  the  effective  date  of  such
distribution),  the  Distributed  Property  that  such  Holder  would  have been
entitled  to receive in respect of the  Warrant  Shares for which such  Holder's
Warrant could have been exercised immediately prior to such record date. If such
Distributed  Property is not  delivered  to a Holder  pursuant to the  preceding
sentence,  then upon any  exercise of the Warrant  that occurs after such record
date,  such Holder  shall be  entitled  to  receive,  in addition to the Warrant
Shares otherwise  issuable upon such conversion,  the Distributed  Property that
such  Holder  would have been  entitled  to receive in respect of such number of
Warrant  Shares had the Holder  been the record  holder of such  Warrant  Shares
immediately prior to such record date.

      6.3 Number of Warrant  Shares.  Simultaneously  with any adjustment to the
Exercise Price pursuant this Section 6, the number of Warrant Shares that may be
purchased upon exercise of this Warrant shall be increased  proportionately,  so
that after such  adjustment the aggregate  Exercise Price payable  hereunder for
the  increased  number  of  Warrant  Shares  shall be the same as the  aggregate
Exercise Price in effect immediately prior to such adjustment.

      6.4 Calculations.  All calculations  under this Section 6 shall be made to
the nearest cent or the nearest 1/100th of a share, as applicable. The number of
shares of Common Stock  outstanding  at any given time shall not include  shares
owned or held by or for the account of the Company,  and the  disposition of any
such shares shall be considered an issue or sale of Common Stock.

      6.5 Notice of Adjustments. Upon the occurrence of each adjustment pursuant
to this  Section 6, the  Company  at its  expense  will  promptly  compute  such
adjustment  in  accordance  with  the  terms  of  this  Warrant  and  prepare  a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment  is based.  Upon written  request,  the Company will
promptly  deliver  a copy of each  such  certificate  to the  Holder  and to the
Company's Transfer Agent.

      6.6 Notice of Corporate  Events. If the Company (i) declares a dividend or
any other  distribution of cash,  securities or other property in respect of its
Common Stock, including without limitation any granting of rights or warrants to
subscribe  for or purchase any capital  stock of the Company or any  Subsidiary,
(ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder  approval for any  Fundamental  Transaction or (iii)  authorizes the
voluntary dissolution,  liquidation or winding up of the affairs of the Company,
then the Company  shall deliver to the Holder a notice  describing  the material
terms  and  conditions  of such  transaction,  at  least  10 days  prior  to the
applicable  record or effective date on which a Person would need to hold Common
Stock in order to participate in or vote with respect to such  transaction,  and
the Company will take all steps reasonably necessary in order to ensure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect the  validity of the  corporate  action  required to be described in such
notice.

                                       4
<PAGE>

      7.  Reservation  and Listing.  The Company  shall at all times reserve and
keep  available out of its  authorized  shares of Common  Stock,  solely for the
purpose of issuance upon exercise of this Warrant, such number of Warrant Shares
or other securities, properties or rights as shall be issuable upon the exercise
thereof.  The Company  covenants and agrees that,  upon exercise of the Warrants
and  payment  of the  Exercise  Price  therefor,  all  Warrant  Shares and other
securities issuable upon such exercise,  conversion or dividend payment shall be
duly and  validly  issued,  fully  paid and  non-assessable  and not  subject to
preemptive  rights  of any  stockholder.  As  long  as  the  Warrants  shall  be
outstanding,  the Company shall use its best efforts to cause all Warrant Shares
issuable upon exercise of the Warrants to be listed  (subject to official notice
of issuance) on the OTC Bulletin Board and/or one or more  securities  exchanges
and to cause its  Common  Stock to be listed on the  NASDAQ  National  Marketing
and/or one or more securities exchanges.

      8. Investment Representations of Holder. The Holder of this Warrant hereby
represents  and  warrants to the  Company  that it is an  "Accredited  Investor"
within the meaning of the  Securities  Act and is acquiring this Warrant for its
own  account  and not  with a view  to,  or for  sale in  connection  with,  any
distribution  thereof, nor with any present intention of distributing or selling
the same.  The Holder  further  represents  that it does not have any  contract,
agreement,  understanding  or arrangement  with any person to sell,  transfer or
grant the  Warrant or the  securities  issuable  under the  Warrant.  The Holder
understands  that the  Warrant  Shares it will  receive  upon  exercise  of this
Warrant will be "restricted  securities" under Federal  securities laws inasmuch
as they are being  acquired from the Company in  transactions  not including any
public  offering  and that  under  such laws  such  shares  may be sold  without
registration under the Securities Act only in limited circumstances.  The Holder
is familiar with Rule 144 promulgated  under the Securities Act, as presently in
effect,  and  understands  the resale  limitations  imposed  thereby  and by the
Securities  Act.  The  Holder is a  resident  of or has its  principal  place of
business and executive  offices located in the State of Connecticut.  The Holder
understands and acknowledges that the Company will rely on the accuracy of these
representations and warranties in issuing the securities underlying the Warrant.

9.    Certain Notice Requirements.

      9.1 Holder's Right to Receive Notice. Nothing herein shall be construed as
conferring  upon the Holder the right to vote or consent or to receive notice as
a stockholder  for the election of directors or any other  matter,  or as having
any rights whatsoever as a stockholder of the Company.  If, however, at any time
prior to the  expiration of the Warrants and their  exercise,  any of the events
described in Section 8.2 shall occur,  then, in one or more of said events,  the
Company shall use its best efforts to give written notice of such event at least
fifteen days prior to the date fixed as a record date or the date of closing the
transfer  books  for the  determination  of the  stockholders  entitled  to such
dividend, rights offering, merger or reorganization, or entitled to vote on such
proposed dissolution,  liquidation, winding up or sale (or such lesser number of
days as may be practicable  (but in no event less than five business days) based
on the date on which  the Board of  Directors  acts to set such  record  date or
transfer book  closing).  Such notice shall specify such record date or the date
of the closing of the transfer books, as the case may be.

                                       5
<PAGE>

      9.2 Events  Requiring  Notice.  The Company  shall be required to give the
notice described in this Section 9 upon one or more of the following events: (i)
any notice is given or otherwise  required to be given under  contract or law to
holders of the outstanding Common Stock, (ii) if the Company shall take a record
of the holders of its shares of Common Stock for the purpose of  entitling  them
to receive a dividend or distribution,  (iii) the Company shall offer to all the
holders  of its  Common  Stock any  additional  shares of  capital  stock of the
Company or securities  convertible  into or  exchangeable  for shares of capital
stock of the Company,  or any option,  right or warrant to  subscribe  therefor,
(iv) a merger or  reorganization in which the Company is not the surviving party
or (v) a  dissolution,  liquidation  or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially all
of its property, assets and business shall be proposed.

      9.3  Transmittal  of Notices.  All notices,  requests,  consents and other
communications  under this Warrant must be in writing and are sufficiently given
if delivered  to the  addressees  in person,  facsimile,  by  overnight  courier
service (such as federal express),  or, if mailed, postage prepaid, by certified
mail (return  receipt  requested),  and will be effective three days after being
placed  in the mail if  mailed,  or upon  receipt  or  refusal  of  receipt,  if
delivered  personally  or by  overnight  courier  service,  courier or confirmed
telecopy,  in each case addressed as follows: (i) if to the registered Holder of
this  Warrant,  to the  address  of such  Holder  as shown  on the  books of the
Company,  or  (ii)  if to  the  Company,  to  its  principal  executive  office,
attention: Chief Financial Officer.

10.   Miscellaneous.

      10.1 Headings.  The headings  contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Warrant.

      10.2 Entire  Agreement.  This Warrant  (together with the other agreements
and documents  being  delivered  pursuant to or in connection with this Warrant)
constitutes  the entire  agreement  of the parties  hereto  with  respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter hereof.

      10.3 Binding Effect. This Warrant shall inure solely to the benefit of and
shall  be  binding  upon,  the  Holder  and the  Company  and  their  respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable  right,  remedy or claim under or in
respect of or by virtue of this Warrant or any provisions herein contained.

      10.4  Governing  Law;  Submission  to  Jurisdiction.  This Warrant will be
deemed to have been made and  delivered in New York City and will be governed as
to validity,  interpretation,  construction, effect and in all other respects by
the internal  laws of the State of New York.  Each of the Company and the Holder
hereby (i) agrees that any legal suit,  action or  proceeding  arising out of or
relating  to this  Warrant  will be  instituted  exclusively  in New York  State
Supreme  Court,  County of New York, or in the United States  District Court for
the Southern District of New York, (ii) waives any objection to the venue of any
such suit, action or proceeding and the right to assert that such forum is not a
convenient forum for such suit, action or proceeding, (iii) irrevocably consents
to the jurisdiction of the New York State Supreme Court, County of New York, and
the United States  District  Court for the Southern  District of New York in any
such suit, action or proceeding,  (iv) agrees to accept and acknowledge  service
of any and all process that may be served in any such suit, action or proceeding
in New York State  Supreme  Court,  County of New York or in the  United  States
District Court for the Southern District of New York and (v) agrees that service
of process  upon it mailed by  certified  mail to its  address  set forth on the
signature page of this Warrant will be deemed in every respect effective service
of process upon it in any suit, action or proceeding.

                                       6
<PAGE>

      10.5 Waiver,  Etc. The failure of the Company or the Holder to at any time
enforce any of the  provisions  of this Warrant shall not be deemed or construed
to be a waiver of any such  provision,  nor to in any way affect the validity of
this Warrant or any  provision  hereof or the right of the Company or any Holder
to thereafter enforce each and every provision of this Warrant. No waiver of any
breach,  non-compliance  or  non-fulfillment  of any of the  provisions  of this
Warrant shall be effective unless set forth in a written instrument  executed by
the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach,  non-compliance  or  non-fulfillment  shall be
construed  or  deemed  to  be a  waiver  of  any  other  or  subsequent  breach,
non-compliance or non-fulfillment.


      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed by
its duly authorized officer as of the _____ day of October, 2005.

                                            IONATRON, INC.

                                            By:_________________________________
                                               Name:
                                               Title:


                                       7
<PAGE>






Form to be used to exercise Warrant:

-----------------------------------
-----------------------------------
-----------------------------------

Date:  _____________________, 200___

      The undersigned  hereby elects  irrevocably to exercise the within Warrant
and to purchase  ________  shares of Common Stock of  Ionatron,  Inc. and hereby
makes payment of  $____________  (at the rate of $_________  per share of Common
Stock) in payment of the  Exercise  Price  pursuant  thereto.  Please  issue the
Common  Stock as to which  this  Warrant is  exercised  in  accordance  with the
instructions given below.

                                       or

      The undersigned  hereby elects  irrevocably to exercise the within Warrant
to purchase __________ shares of Common Stock of Ionatron,  Inc. by surrender of
the unexercised portion of the within Warrant. Please issue the shares of Common
Stock in accordance with the instructions given below.

                                       and

      As of the  date  of  exercise  of this  Warrant,  the  undersigned  hereby
represents  and  warrants to the  Company  that it is an  "Accredited  Investor"
within the meaning of the  Securities  Act of 1933, as amended (the  "Securities
Act"), and is acquiring these securities for its own account and not with a view
to, or for sale in  connection  with,  any  distribution  thereof,  nor with any
present  intention of distributing or selling the same. The undersigned  further
represents  that it does not  have any  contract,  agreement,  understanding  or
arrangement with any person to sell,  transfer or grant the securities  issuable
under  the  Warrant.  The  undersigned  understands  that the  shares it will be
receiving are "restricted  securities" under Federal securities laws inasmuch as
they are being acquired from Ionatron,  Inc., in transactions  not including any
public  offering  and that  under  such laws  such  shares  may be sold  without
registration  under  the  Securities  Act  only in  limited  circumstances.  The
undersigned is familiar with Rule 144  promulgated  under the Securities Act, as
presently in effect, and understands the resale limitations  imposed thereby and
by the  Securities  Act. The  undersigned  is a resident of or has its principal
place of business and executive offices located in the State of Connecticut. The
undersigned  understands  and  acknowledges  that the  Company  will rely on the
accuracy of these  representations  and  warranties  in issuing  the  securities
underlying the Warrant.

                                                --------------------------------
                                                Signature


---------------------------
Signature Guaranteed


                                       8
<PAGE>

      NOTICE:  The  signature  to this  form  must  correspond  with the name as
written  upon  the  face of the  within  Warrant  in  every  particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.

INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name     ________________________________________________________
                           (Print in Block Letters)


Address  ________________________________________________________



                                       9
<PAGE>

Form to be used to assign Warrant:

                                   ASSIGNMENT

      (To be  executed  by the  registered  Holder to affect a  transfer  of the
within Warrant):

      FOR VALUE  RECEIVED,  ________________________________  does hereby  sell,
assign and transfer unto _________________________________ the right to purchase
_____________________  shares  of Common  Stock of  Ionatron,  Inc.  ("Company")
evidenced  by the  within  Warrant  and does  hereby  authorize  the  Company to
transfer such right on the books of the Company.


Dated:____________________, 200___



                                          --------------------------------------
                                          Signature


      NOTICE:  The  signature  to this  form  must  correspond  with the name as
written  upon  the  face of the  within  Warrant  in  every  particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.



                                       10