Xenonics Holdings Inc.

Mr. Kennedy has been a director and the President and Chief Operating Officer since June 1997. Mr. Kennedy has held the same positions with Xenonics Holdings since the acquisition of Xenonics, Inc. in July 2003. Prior to joining Xenonics, Inc. Mr. Kennedy held a variety of key positions with Mobil from 1977 to 1995, up to General Manager of the Mobil Chemical Plastics Division. He was educated at the University of Maine receiving a BS degree in chemistry and an MS degree in chemical engineering.

Rick Kay joined Xenonics, Inc. on June 1, 2007 and is our Chief Financial Officer, Secretary and Treasurer. Rick Kay joined Xenonics after serving as President and CEO of Pacer Technology, parent company of Super Glue Corporation, from 2000 to 2006, where he led a successful turnaround before taking the company private in 2003. Between 1974 and 1999, he was the Chief Financial Officer for seven public and private companies in a variety of industries. Kay previously worked as a Certified Public Accountant on the Audit Staff at Price Waterhouse, and was the Manager of the La Jolla, California office of Miller Shockey & Co. He was an Infantry Captain in the U.S. Army and graduated from the University of Wisconsin-Millwaukee with a degree in Business Administration.

Mr. Magerman founded Xenonics, Inc. in November 1996, and has been its Chairman since that time. He has been Chairman of the Board of Xenonics Holdings, Inc. since the acquisition of Xenonics, Inc. in July 2003. Magerman also serves as Chairman of the Executive Committee. Mr. Magerman was Chief Executive Officer of both companies until April of 2005. Prior to founding Xenonics, Mr. Magerman was a founder and former chairman of Odyssey Sports, Inc., a privately held company engaged in development and distribution of golf clubs from 1990 through 1995. Mr. Magerman was a consultant and director of NTN Communications, Inc., (NTN), a publicly held broadcasting and cable television company from 1984 through 1997.

Mr. Buie became a director of Xenonics, Inc. in December 1998, and has been a director of Xenonics Holdings, Inc. since the acquisition of Xenonics, Inc. in July 2003. Mr. Buie founded the Buie Group of Companies, a Southern California residential developer, in 1983 and currently still serves as its president. From 1971 to 1983, he was a senior officer of Avco Communities, a major publicly traded homebuilder. Mr. Buie holds an MBA from Harvard University and a Civil Engineering degree from Virginia Polytechnic Institute.

Mr. Petersen became a director of Xenonics Holdings, Inc. in April 2005 and serves as the Audit Committee Chairman. He is President of Asset Management Group, and CFO and Senior Vice President of Collins Development Company and La Jolla Development Company. He earned an MBA and an MS in Taxation from San Diego State University with concentrations in finance and accounting, after which he worked for Arthur Young & Company, specializing in audit consulting and tax planning for major real estate companies and several Savings & Loan companies in San Diego. After graduating from the U.S. Naval Academy in 1968, Petersen flew carrier fighter aircraft in combat for seven years. He retired from The Naval Reserve after 23 years of service. Petersen is currently a Director of Collins Development Company, La Jolla Development Company, Willis Allen Company (residential real estate), La Valencia Hotel, Rancho Valencia Resort and has served as a Director of U.S. Labs (an engineering service company), where he was a member of the Audit and Compensation Committees.