AGREEMENT AND COMPLETE AND FULL GENERAL RELEASE

AGREEMENT AND COMPLETE AND

FULL GENERAL RELEASE

Bernard Walik ("Executive") and Ionatron, Inc., (the "Company"), have agreed to conclude their employment relationship. The parties have agreed that, based upon Executive’s past service to Company and the parties’ mutual desire to amicably conclude the employment relationship, that Executive and Company enter into this Agreement and Complete and Full General Release ("Agreement"). In consideration of the sum to be paid and other promises set out in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree to the following terms:

1.    Conclusion of Employment. Executive’s employment by Company will terminate on January 19, 2007 ("Separation Date"). Executive hereby terminates his position as Executive Vice President - Operations and any other positions he holds with the Company or any subsidiary of the Company.

2.    Payment Upon Separation; Consideration for Executive’s Agreements. Assuming the Executive does not revoke this Agreement within the revocation period set forth in Paragraph 6, below, in consideration for executing this Agreement and complying with its terms, Executive will receive a severance payment from the Company in an amount not to exceed $92,579.33, less appropriate tax withholdings and authorized deductions, commencing on the first Company pay date subsequent to the expiration of the revocation period. Company agrees to pay the severance payment to Executive in accordance with schedule 1, attached hereto. The Company shall also pay base COBRA payments (equivalent to medical and dental elections at termination) up and until the earlier of the following occurs: a) Executive is eligible to receive benefits from any other source or provider (new employer, consulting engagement, change of status, etc.) or b) a period of twelve months from Separation Date. Executive shall promptly notify Company of any changes in benefit status subject to point a above. Executive is responsible for any and all taxes, liabilities or expenses associated with COBRA payments. Executive shall receive a 1099 at year end for such COBRA payments. Executive also acknowledges that he received two-weeks of pay in lieu of notice.

In addition to the consideration set forth above, Executive shall receive all earned, but unused, vacation pay on the first Company pay date subsequent to the Separation Date.

3.    Health Insurance Transitional Support. Company will comply with its obligations and provide all required notices to Executive of Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act ("COBRA").

4.    Confidentiality. Executive agrees to keep the terms of this Agreement strictly confidential. Executive may only disclose the information in this Agreement to Executive’s immediate family, attorney(s) and/or tax advisor(s) unless ordered to do so by a duly authorized subpoena issued by an appropriate agency or court of law.

5.    Confidential Information. Executive acknowledges that the information, observations and data obtained by Executive while employed by the Company concerning the business or affairs of the Company ("Confidential Information") are the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of Company, unless and to the extent such information becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions. Executive further acknowledges and agrees that the terms of the Confidentiality and Assignment Acknowledgement and Agreement Executive signed by Executive while he was employed by Company survive the termination of Executive’s employment and remain in full force and effect. Executive shall promptly deliver to the Company all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) in any form or medium relating to the Confidential Information or the business of the Company that Executive may then possess or have under Executive’s Control. In addition, Executive shall promptly return to Company all assets of the Company including, but not limited to, computer equipment and cellular phones. Executive shall not disparage the commercial, business or financial reputation of the Company or any of its officers, directors or employees.

6.   Waiver of Claims. Executive, individually and on behalf of Executive’s estate, heirs, personal representatives, and assigns hereby release, remise and forever discharge the Company of and from any and all actions, causes of action, claims, debts, dues, accounts, accountings, losses, liabilities, contracts, commitments, rights, obligations, damages, costs and expenses, including without limitation litigation expenses and attorneys fees, of any nature whatsoever, whether known or unknown, liquidated or contingent, whether now existing or hereafter arising, (each individually a "Claim" and all of the foregoing collectively called "Claims"), which Executive had, now has, or may in the future have, including without limitation any Claims: (a) for libel, slander, defamation, or tortious interference with actual or prospective business or contractual relations, which are based in whole or in part on any facts, circumstances or events which are