Ionatron Inc., Class Action Settlement

The Court authorized this notice to be sent to you because you or someone in your family may have purchased or acquired Ionatron securities between May 4, 2005 and May 10, 2006 (inclusive) (the “Class Period”). The Court in charge of the case is the United States District Court for the District of Arizona and the case is known as Wood v. Ionatron, Inc., et al., Case No. 4:06-cv-00354-CKJ (D. Ariz.). The people who brought suit are called Plaintiffs. The Lead Plaintiffs and Class Representatives are Hylton S. Petit, Jr. and Claire Silverman (“Lead Plaintiffs”). The company and individuals they sued – Ionatron, Inc., Robert Howard and Thomas C. Dearmin – are called the Defendants.

The lawsuit claims that Defendants issued false and misleading statements during the Class Period in its public filings, as well as in related press releases and during investor conference calls. This lawsuit alleges that, upon the revelations of previously undisclosed material information during the Class period, the price of Ionatron stock dropped, thereby causing damages to Lead Plaintiffs and the other members of the Class.

In a class action, one or more people called Class Representatives (in this case Lead Plaintiffs) sue on behalf of persons who have similar claims. All these persons and/or entities are referred to collectively as a Class, and are referred to individually as Class Members. Bringing a case such as this as a class action allows adjudication of many similar claims of persons and entities that might be economically too small to being in individual actions. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class.

The Court did not decide in favor of Lead Plaintiffs and the Class or Defendants. Instead, Lead Plaintiffs and Defendants have agreed to settle the lawsuit. The parties retained the services of Honorable Nicholas H. Politan, United States District Judge (retired), and Jed Melnick, Esq. of JAMS as mediators for this action. The Settlement was the product of extensive arms-length negotiations, with the assistance of these two respected mediators.

Everyone who fits the following description, and is not excluded by the definition of the Class, is a Class Member: All persons or entities who purchased Ionatron publicly traded securities between May 4, 2005 and May 10, 2006, inclusive (the “Class Period”). See Question 6 for more information

You are not a Class Member if you are a Defendant in this lawsuit. The Class also excludes members of the immediate family of each of the Individual Defendants, any parent, subsidiary, affiliate, officer or director of Ionatron, any entity in which any excluded person had a controlling interest, the legal representatives, heirs, successors, spouses and assigns of any excluded person. See Question 5 for more information.

If you are still not sure whether you are included in the Class, you may ask for free help by calling 1-866-756-5177 for more information. Alternatively, you may fill out and return the claim form attached to this notice, described in Question 9, to see if you qualify.

The terms of the proposed Settlement are summarized below, and the full Settlement terms are contained in a Stipulation and Agreement of Settlement (the “Stipulation”) dated July 28, 2009. You can obtain a copy of the Stipulation by writing to Lead Plaintiffs’ Counsel: Arthur L. Shingler III, Esq., Scott+Scott LLP, 600 B Street, Suite 1500, San Diego, CA 92101 (619) 233-4565 or Jeffrey S. Nobel, Esq., Izard Nobel LLP, 29 South Main Street, Suite 215, Hartford, CT 06107 (860) 493-6292, or by visiting www.ionatronincsecuritieslitigation.com.

To qualify for payment, you must submit a claim form (“Proof of Claim”) to the Claims Administrator. A claim form is attached to this notice. You may also obtain a claim form on the Internet at www.ionatronincsecuritieslitigation.com. Read the instructions carefully, fill out the form, include all the required documents, sign it, and mail it to the addressprovided, postmarked no later than October 30, 2009 to the Claims Administrator as follows:

The Court will hold a hearing on October 30, 2009 to decide whether to approve the Settlement. Even if Judge Jorgenson approves the Settlement, it may take more than a year before the Settlement Fund is distributed to the Class Members because there may be appeals that would delay the implementation of the Settlement and resolving the appeals can take time, which can exceed a year. The other reason that it may take more than a year for the Settlement Fund to be distributed is that once the Settlement has been approved, and any appeals are resolved, the Claims Administrator must process all of the Proof of Claim forms. The processing by itself is a very complicated process and will take many months. Please be patient.

Unless you exclude yourself by following the procedures outlined below, you will remain in the Class. That means that, upon the Effective Date, you will release all Settled Claims, against all Released Parties (as defined below). It also means that all of the Court’s orders will apply to you and legally bind you.

a. To exclude yourself from the Settlement, you must send a letter by mail saying that you want to be excluded from the Settlement in Wood v. Ionatron, Inc., et al., Case No. 4:06-cv-00354-CKJ (D. Ariz.). Be sure to include your name, address, telephone number, proof of the number of shares you purchased and sold during the Class Period, and your signature. Your exclusion request must be postmarked no later than September 9, 2009 and sent to the Claims Administrator as follows:

No. Unless you exclude yourself, you give up any right to sue the Defendants or the Released Parties for the claims that this Settlement resolves. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from the Class to bring or to continue your own lawsuit. Remember, the exclusion deadline is September 9, 2009.

No. If you exclude yourself, do not send in a claim form to ask for any money. But, if you exclude yourself, you may sue, continue to sue, or be part of a different lawsuit against Defendants.

The Court appointed the law firms of Scott+Scott LLP and Izard Nobel LLP to represent you and other Class Members. This law firm is called Lead Plaintiffs’ Counsel or Class Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

Lead Plaintiffs’ Counsel have expended considerable time and effort in the prosecution of this litigation on a contingent fee basis, and have advanced the expenses of the litigation, in the expectation that if they were successful in obtaining a recovery for the Class, they would be paid from such recovery. In this type of litigation, it is customary for counsel to be awarded a percentage of a recovery as their attorneys’ fees and reimbursement of their out-of-pocket expenses. Therefore, Lead Plaintiffs’ Counsel will file a motion asking the Court at the Fairness Hearing (see Question 19, below) to make an award of attorneys’ fees in an amount of not more than 33 1/3% of the Settlement Fund and reimbursement of litigation expenses, including expert fees, not to exceed $235,000.00. The Court may award less than these amounts. These amounts will come out of the Settlement Fund. Defendants have stated that they take no position regarding these fees and expenses. If the Court awards 33 1/3% of the Settlement Fund as attorneys’ fees and reimbursement of out-of-pocket expenses in the amount of $235,000.00, it will affect the per damaged share recovery by an estimated amount of $0.17 per share. Any fee awarded will be an in-kind award, consisting of cash and stock in the same ratio as recovered by the Class.

If you are a Class Member, you may object to the Settlement, any part of the Settlement, or the request for attorneys’ fees and reimbursement of expenses. You may state why you think the Court should not approve any part of the Settlement. The Court will consider your views. To object, you must send a written objection stating that you object to the Settlement in Wood v. Ionatron, Inc., et al., Case No. 4:06-cv-00354-CKJ (D. Ariz.). Be sure to include your name, address, telephone number, your signature, proof of the number of Ionatron common shares or other securities subject to this settlement that you purchased and sold during the Class Period, and the reasons why you object to the Settlement or any part of the Settlement. Be sure to mail the objection to each of the three places stated below, postmarked no later than September 9, 2009:

COURT	LEAD PLAINTIFFS’COUNSEL	DEFENDANTS’ COUNSEL
Honorable Cindy K. Jorgenson United States District Court District of Arizona Evo A. DeConcini U.S. Courthouse 405 W. Congress Street, Suite 1500 Tucson, AZ 85701-5010	Arthur L. Shingler III, Esq. Scott+Scott LLP 600 B Street, Suite 1500 San Diego, CA 92101 Jeffrey S. Nobel Seth R. Klein Izard Nobel LLP 29 South Main Street, Suite 215 Hartford, CT 06107	Harris N. Cogan Blank Rome LLP 405 Lexington Ave The Chrysler Bldg New York, NY 10174

Objecting is simply telling the Court that you don’t like something about the Settlement. You may object only if you stay in the Class. By excluding yourself from the Settlement, you are stating that you don’t want to be part of the Class. If you exclude yourself from the Settlement, you have no basis to object because the case no longer affects you.

The Court will hold a hearing at 2:00 p.m. on September 24, 2009, at the United States District Court for the District of Arizona, Evo A. DeConcini U.S. Courthouse 405 W. Congress Street, Suite 1500 Tucson, AZ 85701-5010. At this hearing the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. Judge Jorgenson will listen to Class Members (or their counsel) who have submitted written objections and written indication(s) of their intention to appear and speak at the hearing, as long as they are postmarked no later than September 9, 2009 and mailed to the three different places listed in the chart following Question 17, above. The Court may also decide how much to award Lead Plaintiffs’ Counsel for attorneys’ fees and expenses. After the hearing, the Court will decide whether to approve the Settlement. We do not know how long these decisions will take.

No. Lead Plaintiffs’ Counsel will answer questions Judge Jorgenson may have. But, you are welcome to come at your own expense. If you send an objection, you don’t have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend to speak in support of any written objection that you mailed on time, but it is not necessary. You may do so as long as you have followed the instructions set forth in the answer to Question 21, below

If you are a Class Member and have submitted a written objection to the Settlement or the motion of Lead Plaintiffs’ Counsel for attorneys’ fees and expenses and follow the instructions set out in response to Questions 17 and 19 above, you (or your counsel) may speak at the Fairness Hearing in support of your objection. To do so, along with your written objection, you must send a letter stating that it is your “Notice of Intention to Appear in Wood v. Ionatron, Inc., et al., Case No. 4:06-cv-00354-CKJ (D. Ariz.).” Be sure to include your name, address, telephone number, and your signature. Your Notice of Intention to Appear must be postmarked no later than September 9, 2009, and be sent to the Court, Lead Plaintiffs’ Counsel, and Defendants’ Counsel, at the addresses listed in Question 17. You cannot speak at the hearing if you exclude yourself.

If you do nothing, you will not receive any money from the Settlement. But if you are a Member of the Class, unless you exclude yourself from the Settlement, you won’t be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants about the legal issues in this case, ever again.

This notice summarizes the proposed Settlement. More details are in the Stipulation. You may obtain a copy of the Stipulation by visiting www.ionatronincsecuritieslitigation.com.

You may call 1-866-756-5177 toll free; write to the Claims Administrator, Ionatron, Inc. Securities Litigation, Administar Services Group LLC, P.O. Box 56380, Jacksonville, FL 32241-6380; or visit the website at www.ionatronincsecuritieslitigation.com where you will find answers to common questions about the Settlement, a claim form, plus other information to help you determine whether you are a Class Member and whether you are eligible for a payment.