Universal Guardian and Isonics Corporation Execute Merger Term Sheet

NEWPORT BEACH, Calif., Nov. 27 /PRNewswire-FirstCall/ -- Universal Guardian Holdings, Inc. (OTC Bulletin Board: UGHO), an emerging global leader in non-lethal protection products and strategic security services to protect against terrorist, criminal...


NEWPORT BEACH, Calif., Nov. 27 /PRNewswire-FirstCall/ -- Universal Guardian Holdings, Inc. (OTC Bulletin Board: UGHO), an emerging global leader in non-lethal protection products and strategic security services to protect against terrorist, criminal, and security threats today announced that on November 16, 2007 , it entered into a non-binding term sheet with Isonics Corporation to complete a merger by which Isonics will acquire all of the outstanding shares of Universal Guardian.

"Universal Guardian believes that, if completed, this will be a synergistic merger between UG Services and UG Products with Isonics' Protection Plus Security Corporation subsidiary based in New York," stated Kevin Westcott , President and COO of Universal Guardian.

The non-binding term sheet contemplates a tax-free reorganization for the shareholders of Universal Guardian pursuant to which they would receive Isonics common stock with an aggregate value of approximately $10.3 million, with the price of Isonics common stock to be valued at 100% of the 5-day volume weighted average price (VWAP) of Isonics common stock following shareholder approval. Existing Universal Guardian debt holders would receive shares of Isonics convertible preferred stock. The preferred stock is expected to have a conversion price equal to 100% of the 5-day VWAP of Isonics common stock following shareholder approval.

The obligations of Isonics and Universal Guardian to complete the transaction are subject to a number of conditions precedent and, therefore, there can be no assurance that Isonics or Universal Guardian will complete the transaction at all or on the same terms contemplated. Among the material conditions precedent are the following:

About Universal Guardian Holdings

Universal Guardian Holdings, Inc. (Universal Guardian) and its subsidiaries provide a comprehensive range of security products and services designed to mitigate terrorist and security threats worldwide. Universal Guardian's global risks mitigation group includes strategic and tactical security services as well as non-lethal and tactical products for law enforcement, military, professional security and consumer markets.

Universal Guardian Holdings website: http://www.UniversalGuardian.com

Safe Harbor Statement:

This news release contains certain forward-looking statements pertaining to future anticipated projected plans, performance and developments, as well as other statements relating to future operations and results. Any statements in this news release that are not statements of historical fact may be considered to be forward-looking statements. Written words such as "may," "will," "expect," "believe," "anticipate," "estimate," "intends," "goal," "objective," "seek," "attempt," or variations of these or similar words, identify forward-looking statements. These statements by their nature are estimates of future results only and involve substantial risks and uncertainties, including those detailed from time to time in Universal Guardian Holdings, Inc.'s reports filed with the Securities and Exchange Commission. There can be no assurance that actual results will not differ materially from expectations.

SOURCE Universal Guardian Holdings, Inc.