SC TO-T

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the

Securities Exchange Act of 1934

International Electronics, Inc.

(Name of Subject Company)

Rokonet Industries, U.S.A., Inc.

RISCO Ltd.

(Name of Filing Person — Offeror)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

459436507

(CUSIP Number of Class of Securities)

RISCO Ltd.

Moshe Alkelai

14 Hachoma Street

75655 Rishon-Letzion

Israel

Telephone: 972-3-963-7777

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

John R. Utzschneider

J.Q. Newton Davis

Bingham McCutchen LLP

150 Federal Street

Boston, Massachusetts 02110

Telephone: (617) 951-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$7,074,308.50	$218

* Estimated for purposes of calculating the filing fee only. Based on the offer to purchase all of the outstanding shares of common stock of International Electronics, Inc. at a purchase price of $3.50 cash per share and 1,738,931 shares issued and outstanding as of January 5, 2007, and, outstanding options with respect to 262,133 shares and outstanding warrants with respect to 20,167 shares, in each case as of August 31, 2006.

** The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of value.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None.

Form or Registration No.: Not applicable.

Filing Party: Not applicable.

Date Filed: Not applicable.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    ¨

Items 1 through 9 and 11.

This Tender Offer Statement on Schedule TO is filed by RISCO Ltd., a limited company, organized under the laws of Israel (“RISCO”), and Rokonet Industries, U.S.A., Inc., a New York corporation and an indirect wholly-owned subsidiary of RISCO (the “Purchaser”). This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation (“IEI”), at $3.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 6, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Pursuant to General Instruction F to Schedule TO, the information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.

(a)(1)(A)	Offer to Purchase, dated March 6, 2007.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Form of Notice of Guaranteed Delivery.
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press release issued by RISCO Ltd. dated March 6, 2007.
(a)(5)(B)	Form of summary advertisement dated March 6, 2007.
(b)	Not applicable.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 6, 2007

Rokonet Industries, U.S.A., Inc.
By:	/s/ Moshe Alkelai
Name:	Moshe Alkelai
Title:	Chairman of the Board
RISCO Ltd.
By:	/s/ Moshe Alkelai
Name:	Moshe Alkelai
Title:	Chairman of the Board

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated March 6 , 2007.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Form of Notice of Guaranteed Delivery.
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press release issued by RISCO Ltd. dated March 6, 2007.
(a)(5)(B)	Form of summary advertisement dated March 6, 2007.
(b)	Not applicable.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

International Electronics, Inc.

by

Rokonet Industries, U.S.A., Inc.

an indirect wholly-owned subsidiary

of

RISCO Ltd.

at

$3.50 Net Per Share

The offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, April 2, 2007, unless the offer is extended.

The offer is conditioned upon, among other things (i) there being validly tendered and not withdrawn before the expiration of the offer a number of shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc. (“IEI”), which, together with the Shares then owned by RISCO Ltd. (“RISCO”) and its subsidiaries including Rokonet Industries, U.S.A., Inc. (the “Purchaser”), represents at least 66-2/3% of the total number of Shares outstanding on a fully diluted basis and (ii) RISCO being satisfied that the requirements of the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute are either inapplicable to the offer to purchase and any potential merger or other business combination thereafter or have been satisfied.

A summary term sheet describing the principal terms of the offer appears on pages (ii) and (iii). You should read this entire document carefully before deciding whether to tender your shares.

RISCO and the Purchaser have sought to and may again seek in their sole discretion to negotiate a business combination with IEI. Subject to applicable law, the Purchaser reserves the right to amend the offer (including amending the number of shares to be purchased, the offer price and the consideration to be offered in the proposed merger) upon and subject to entering into a merger agreement with IEI, or to negotiate a merger agreement with IEI not involving a tender offer pursuant to which the Purchaser would terminate the offer and the shares would, upon consummation of such merger, be converted into the consideration negotiated by RISCO, the Purchaser and IEI.

IMPORTANT

Any stockholder of IEI desiring to tender Shares in the Offer should either (i) complete and sign the Letter of Transmittal or a facsimile thereof in accordance with the instructions in the Letter of Transmittal, and mail or deliver the Letter of Transmittal together with the certificates representing tendered Shares and all other required documents to Continental Stock Transfer & Trust Company, the Depositary for the Offer, or tender such Shares pursuant to the procedure for book-entry transfer set forth in “The Offer—Section 3—Book-Entry Transfer” or (ii) request such stockholder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if they desire to tender their Shares. Any stockholder who desires to tender Shares and whose certificates representing such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, may tender such Shares pursuant to the guaranteed delivery procedure set forth in “The Offer—Section 3—Guaranteed Delivery.”

Questions and requests for assistance may be directed to the Information Agent at its address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent or from brokers, dealers, commercial banks and trust companies.

This Offer to Purchase and the related Letter of Transmittal contain important information, and you should carefully read both in their entirety before making a decision with respect to the Offer.

March 6, 2007

TABLE OF CONTENTS

		Page
Summary Term Sheet		ii
INTRODUCTION		1
1.	Terms of the Offer	2
2.	Acceptance for Payment and Payment	4
3.	Procedures for Accepting the Offer and Tendering Shares	5
4.	Withdrawal Rights	7
5.	Certain United States Federal Income Tax Consequences	8
6.	Price Range of the Shares; Dividends	8
7.	Possible Effects of the Offer on the Market for the Shares; Securities Exchange Act Registration	9
8.	Certain Information Concerning IEI	10
9.	Information Concerning RISCO and the Purchaser	10
10.	Background of the Offer; Contacts with IEI	11
11.	Purpose of the Offer; Statutory Requirements; Appraisal Rights; Plans for IEI; “Going Private” Transactions	12
12.	Source and Amount of Funds	14
13.	Dividends and Distributions	14
14.	Conditions of the Offer	14
15.	Legal Matters; Required Regulatory Approvals	17
16.	Employment and Compensation Arrangements	21
17.	Fees and Expenses	21
18.	Miscellaneous	22
SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF RISCO AND THE PURCHASER		23

i

Summary Term Sheet

Rokonet Industries, U.S.A., Inc., an indirect wholly-owned subsidiary of RISCO Ltd. (the “Purchaser”), is offering to purchase all outstanding shares of common stock, par value $0.01 per share, of International Electronics, Inc. (“IEI”) for $3.50 net per share in cash, without interest and otherwise upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. The following are some of the questions you, as an IEI stockholder, may have and answers to those questions. This summary term sheet is not meant to be a substitute for the information contained in the remainder of this Offer to Purchase and the related Letter of Transmittal, and the information contained in this summary term sheet is qualified in its entirety by the more detailed descriptions and explanations contained in this Offer to Purchase and the related Letter of Transmittal. We urge you to carefully read this entire Offer to Purchase and the related Letter of Transmittal.

Who is offering to buy my securities?

Our name is Rokonet Industries, U.S.A., Inc. We are a New York corporation and an indirect wholly-owned subsidiary of RISCO, Ltd., an Israeli limited company (“RISCO”). See “The Offer—Section 9.”

What securities are you offering to purchase?

We are offering to purchase all of the outstanding common stock, par value $0.01 per share, of IEI. We refer to one share of IEI common stock as a “share” or “Share.” See “Introduction.”

How much are you offering to pay for my securities and what is the form of payment?

We are offering to pay you $3.50 net per share in cash without brokerage fees, commissions, transfer taxes or interest. See “Introduction.”

Do you have the financial resources to pay for the shares?

Yes. We estimate that will need approximately $8.5 million to purchase all Shares pursuant to the offer not already owned by RISCO and to pay related fees and expenses. As of March 5, 2007, RISCO had cash and cash equivalents and short-term investments substantially in excess of the approximately $8.5 million required to acquire the Shares. Accordingly, the offer is not conditioned upon any financing arrangements.

Is your financial condition relevant to my decision to tender in the offer?

Because (i) the form of payment for your Shares consists solely of cash and (ii) the purchase of the Shares is not conditioned upon any financing arrangements, we do not think our financial condition is material to your decision whether to tender in the offer.

What does the board of directors of IEI think of the offer?

The Board of Directors of IEI has not approved our offer or otherwise commented on it as of the date of this Offer to Purchase. Within 10 business days after the date of this Offer to Purchase, IEI is required by law to publish, send or give to you (and file with the Securities and Exchange Commission) a statement as to whether (i) it recommends acceptance or rejection of the offer, (ii) that it has no opinion with respect to the offer or, (iii) that it is unable to take a position with respect to the offer.

How long do I have to decide whether to tender in the offer?

You have until the expiration date of the offer to tender. The offer currently is scheduled to expire at 12:00 Midnight, New York City time, on Monday, April 2, 2007. We currently expect that the offer will be extended until the principal conditions to the offer, which are described below, are satisfied. If the offer is extended, we will issue a press release announcing such extension at or before 9:00 A.M. New York City time on the business day after the date the offer was scheduled to expire. See “The Offer—Section 1.”

ii

We may elect to provide a “subsequent offering period” for the offer. A subsequent offering period, if one is included, will be an additional period of time beginning after we have purchased shares tendered during the offer, during which stockholders may tender, but not withdraw, their shares and receive the offer consideration. We do not currently intend to include a subsequent offering period, although we reserve the right to do so. See “The Offer—Section 1.”

What are the most significant conditions to the offer?

The offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the offer a number of shares, which, together with the shares then owned by RISCO and its subsidiaries (including us), represents at least 66-2/3% of the total number of shares outstanding on a fully diluted basis and (ii) RISCO being satisfied that the requirements of the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute are either inapplicable to the Offer to Purchase and any potential merger or other business combination thereafter or have been satisfied. See “The Offer—Section 14.”

How will I be notified if the offer is extended?

If we decide to extend the offer, we will inform Continental Stock Transfer & Trust Company, the Depositary for the Offer, of that fact and will make a public announcement of the extension, no later than 9:00 A.M., New York City time, on the business day after the date the offer was scheduled to expire. See “The Offer—Section 1.”

How do I tender my shares?

To tender shares, you must deliver the certificates representing your shares, together with a completed Letter of Transmittal and any other required documents, to Continental Stock Transfer & Trust Company, not later than the time the offer expires. If your shares are held in street name by your broker, dealer, bank, trust company or other nominee, such nominee can tender your shares through The Depository Trust Company. If you cannot deliver everything required to make a valid tender to the depositary before the expiration of the offer, you may have a limited amount of additional time by having a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP), guarantee, pursuant to a Notice of Guaranteed Delivery, that the missing items will be received by the depositary within three business days. However, the Depositary must receive the missing items within that three business day period for your tender to be valid. See “The Offer—Section 3.”

Until what time can I withdraw tendered shares?

You can withdraw tendered shares at any time until the offer has expired, and, if we have not by May 2, 2007 agreed to accept your shares for payment, you can withdraw them at any time after such time until we accept shares for payment. You may not, however, withdraw shares tendered during a subsequent offering period, if one is included. See “The Offer—Section 4.”

How do I withdraw tendered shares?

To withdraw tendered shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to Continental Stock Transfer & Trust Company while you have the right to withdraw such shares. See “The Offer—Section 4.”

iii

When and how will I be paid for my tendered shares?

We will pay for your validly tendered and not withdrawn shares by depositing the purchase price with Continental Stock Transfer & Trust Company, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for tendered shares will be made only after timely receipt by Continental Stock Transfer & Trust Company of certificates for such shares (or of a confirmation of a book-entry transfer of such shares as described in “The Offer—Section 3—Book-Entry Delivery”), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents for such shares. See “The Offer—Section 2.”

Will the offer be followed by a merger if all the IEI shares are not tendered in the offer?

If we accept for payment and pay for a number of Shares, which, together with the Shares then owned by RISCO and its subsidiaries (including us), represents at least 66-2/3% of the outstanding shares on a fully diluted basis, a wholly-owned subsidiary of the Purchaser expects to be merged with and into IEI. If that merger takes place, the Purchaser will own all of the shares and all remaining stockholders (other than RISCO and stockholders properly exercising their appraisal rights) will receive the price per share paid in the offer. See “The Offer—Section 11.”

If 66-2/3% of the Shares are tendered and accepted for payment, will IEI continue as a public company?

If the merger takes place, IEI will no longer be publicly owned. Even if the merger does not take place, if we purchase all the tendered shares, there may be so few remaining stockholders and publicly held shares that IEI may be eligible to cease making filings with the Securities and Exchange Commission or otherwise cease being required to comply with the Securities and Exchange Commission’s rules relating to publicly held companies. See “The Offer—Section 7.”

If I decide not to tender, how will the offer affect my shares?

If the offer is successful, RISCO expects to conclude a merger transaction in which all shares of IEI will be exchanged for an amount in cash per share equal to the price per share paid in the offer. If the proposed second-step merger takes place, stockholders who do not tender in the offer (other than those properly exercising their appraisal rights) will receive the same amount of cash per share that they would have received had they tendered their shares in the offer. Therefore, if such merger takes place, the only difference between tendering and not tendering shares in the offer is that tendering stockholders will be paid earlier. If, however, the merger does not take place and the offer is consummated, the number of stockholders and shares that are still in the hands of the public may be so small that there will no longer be any public trading market for shares held by stockholders other than the Purchaser, which may affect prices at which shares trade. Also, as described above, IEI may cease making filings with the Securities and Exchange Commission or being required to comply with the Securities and Exchange Commission’s rules relating to publicly held companies. See “The Offer—Section 7.”

What is the market value of my shares as of a recent date?

On March 5, 2007, the last full business day before the announcement of our intention to commence the offer, the last reported sales price of IEI common stock reported in the over-the-counter market was $2.98 per share. On October 31, 2006, the date of our letter to IEI with our initial formal written offer, the last reported sales price of IEI common stock reported in the over-the-counter market was $1.70 per share. Please obtain a recent quotation for your shares prior to deciding whether or not to tender.

iv

What are the federal income tax consequences of participating in the offer?

In general, your sale of shares pursuant to the offer and any subsequent merger or business combination will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. You should consult your tax advisor about the tax consequences to you of participating in the offer and in any subsequent merger or business combination in light of your particular circumstances. See “The Offer—Section 5.”

Where can I get additional information about the Offer to Purchase?

If you have questions about the offer, you can call our Information Agent:

MacKenzie Partners, Inc.

(212) 929-5500 (Call Collect)

or

Call Toll-Free: (800) 322-2885

v

To: All Holders of Shares of

Common Stock of International Electronics Inc.

INTRODUCTION

Rokonet Industries, U.S.A., Inc. (the “Purchaser”), an indirect wholly-owned subsidiary of RISCO Ltd. (“RISCO”), is offering to purchase all outstanding shares of common stock of International Electronics Inc. (“IEI”), at a purchase price of $3.50 per share, net to the sellers in cash, without interest, on the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the “Offer”). “Share” means a share of IEI common stock.

You will not be required to pay brokerage fees or commissions or, except as described in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares in the Offer. However, if you do not complete and sign the Substitute Form W-9 that is included in the Letter of Transmittal, you may be subject to backup U.S. federal income tax withholding of 28% of the gross proceeds payable to you. See Section 3. We will pay all charges and expenses of Continental Stock Transfer & Trust Company, as Depositary (the “Depositary”), and MacKenzie Partners, Inc., as Information Agent (the “Information Agent”), incurred in connection with the Offer. See Section 17.

We are not required to purchase any Shares unless (i) at least 66-2/3% of the outstanding Shares (assuming exercise of all derivative securities regardless of exercise or conversion price, the vesting schedule or other terms and conditions of those securities) are validly tendered and not withdrawn prior to the expiration of the Offer (the “Minimum Condition”) and (ii) RISCO being satisfied that the requirements of the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute are not applicable to the Offer and any potential merger or other business combination thereafter or that such requirements have been satisfied (the “Control Share Condition” and the “Business Combination Condition,” respectively). The Offer is also subject to certain other terms and conditions. See Sections 1, 14 and 15.

According to the Company’s Quarterly Report on Form 10-QSB filed on January 11, 2007 with the Securities and Exchange Commission (the “SEC”), as of January 5, 2007, there were outstanding 1,738,931 Shares. RISCO currently beneficially owns 500 Shares, such Shares represent less than 1% of the outstanding Shares.

The purpose of the Offer is to acquire control of, and the entire equity interest in, IEI. We currently intend, as soon as practicable after consummation of the Offer, to seek maximum representation on IEI’s Board of Directors and to seek to have IEI consummate a merger or other similar business combination with us (or one of our subsidiaries). Under Massachusetts law, if we acquire, pursuant to the Offer or otherwise, at least 90% of the outstanding Shares, we believe we would be able to approve a merger or other business combination without a vote of the IEI Board or other stockholders. If we do not acquire at least 90% of the outstanding Shares, we will have to seek approval of a merger or other business combination by IEI’s stockholders. Approval of a merger or other business combination requires the affirmative vote of holders of a majority of the outstanding Shares. Pursuant to such merger or business combination, outstanding Shares not owned by RISCO or its subsidiaries (including us) would be converted into the right to receive cash in an amount equal to the price per Share provided pursuant to the Offer.

RISCO and the Purchaser have sought to and may again seek in their sole discretion to negotiate a business combination with IEI. Subject to applicable law, the Purchaser reserves the right to amend the Offer (including amending the number of Shares to be purchased, the offer price and the consideration to be offered in the proposed merger) upon and subject to entering into a merger agreement with IEI, or to negotiate a merger agreement with IEI not involving a tender offer pursuant to which the Purchaser would terminate the Offer and the Shares would, upon consummation of such merger, be converted into the consideration negotiated by RISCO, the Purchaser and IEI.

1

According to IEI’s Annual Report on Form 10-KSB for the year ended August 31, 2006 filed with the SEC on November 27, 2006 (the “IEI 2006 Annual Report”), IEI has never paid any dividends to stockholders. If we acquire control of IEI, we currently intend that no dividends will be declared on the Shares prior to the acquisition of the entire equity interest in IEI.

The Offer is conditioned upon the fulfillment of the conditions described in Section 14. The initial offering period of the Offer will expire at 12:00 midnight, New York City time, on Monday, April 2, 2007, unless we extend it.

This Offer to Purchase and the related Letter of Transmittal contain important information which you should read carefully before you make any decision with respect to the Offer.

The Offer

1. Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will purchase all Shares validly tendered and not withdrawn in accordance with the procedures set forth in Section 3 on or prior to the Expiration Date. “Expiration Date” means 12:00 midnight, New York City time, on April 2, 2007, unless we determine, or are required in certain events specified below, to extend the period of time for which the initial offering period of the Offer is open, in which case Expiration Date will mean the time and date at which the initial offering period of the Offer, as so extended, will expire.

The Offer is subject to the conditions set forth in “The Offer—Section 14,” which include, among other things, satisfaction of the Minimum Condition, the Control Share Condition and the Business Combination Condition. If any such condition is not satisfied, we may (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in “The Offer—Section 4,” retain all such Shares until the expiration of the Offer as so extended, (iii) waive such condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered prior to the Expiration Date and not withdrawn or (iv) delay acceptance for payment or payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer.

If, at the Expiration Date, the Minimum Condition, the Control Share Condition, the Business Combination Condition and the other conditions of the Offer described in Section 14 have not been satisfied or earlier waived, we may extend the Expiration Date for an additional period or periods of time by giving oral or written notice of the extension to the Depositary. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to your right to withdraw such Shares. See Section 4.

In accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), the Purchaser expressly reserves the right to provide a subsequent offering period of between three and twenty business days following the Expiration Date. If included, a subsequent offering period would be an additional period of time, following the expiration of the Offer and the purchase of Shares in the Offer, during which stockholders may tender any Shares not tendered in the Offer. A subsequent offering period, if one is included, is not an extension of the Offer, which already would have been completed. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Subject to the applicable regulations of the SEC we also reserve the right, in our sole discretion, at any time or from time to time, to (a) delay purchase of, or, regardless of whether we previously purchased any Shares, payment for, any Shares, pending receipt of any regulatory or governmental approvals specified in Section 15, (b) terminate the Offer (whether or not any Shares have previously been purchased) if any condition referred to

2

in Section 14 has not been satisfied or upon the occurrence of any event specified in Section 14, and (c) waive any condition or otherwise amend the Offer in any respect, in each case, by giving oral or written notice of the delay, termination, waiver or amendment to the Depositary and, other than in the case of any waiver, by making a public announcement of that waiver. Notwithstanding the foregoing, all conditions will be satisfied or waived on or before the Expiration Date. We acknowledge that Rule 14e-1(c) under the Securities Exchange Act requires us to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer.

The rights we reserve in the preceding paragraph are in addition to our rights pursuant to Section 14. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement. An announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, subject to applicable law (including Rules 14d-4(d) and 14d-6(c) promulgated under the Securities Exchange Act, which require that material changes be promptly disseminated to holders of Shares), we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the Dow Jones News Service.

If we make a material change in the terms of the Offer, or if we waive a material condition to the Offer, we will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 promulgated under the Securities Exchange Act. The minimum period during which a tender offer must remain open following material changes in the terms of the offer, other than a change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and, if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum of ten business days may be required to allow for adequate dissemination and investor response. With respect to a change in price, a minimum ten business day period from the date of the change is generally required to allow for adequate dissemination to stockholders. Accordingly, if, prior to the Expiration Date, we decrease the number of Shares being sought, or increase or decrease the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of the increase or decrease is first published, sent or given to holders of Shares, we will extend the Offer at least until the expiration of that period of ten business days.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition, the Control Share Condition and the Business Combination Condition.

Consummation of the Offer is also conditioned upon satisfaction of the other conditions set forth in Section 14. We reserve the right (but are not obligated), in accordance with applicable rules and regulations of the SEC to waive any or all of those conditions. If, by the Expiration Date, any or all of those conditions have not been satisfied, we may, in our sole discretion, elect to (a) extend the Offer and, subject to applicable withdrawal rights, retain all tendered Shares until the expiration of the Offer, as extended, subject to the terms of the Offer, (b) waive all of the unsatisfied conditions and, subject to complying with applicable rules and regulations of the SEC, accept for payment all Shares so tendered, or (c) terminate the Offer and not accept for payment any Shares and return all tendered Shares to tendering IEI stockholders. In the event that we waive any condition set forth in Section 14, the SEC may, if the waiver is deemed to constitute a material change to the information previously provided to IEI stockholders, require that the Offer remain open for an additional period of time and/or that we disseminate information concerning such waiver.

Upon the terms and subject to the conditions of the Offer, we will accept for payment and pay for, all Shares validly tendered and not withdrawn prior to the expiration of the Offer as promptly as practicable after expiration of the Offer.

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We have made a request to IEI for its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. We will send this Offer to Purchase, the related Letter of Transmittal and other related documents to record holders of Shares and to brokers, dealers, banks, trust companies and other nominees whose names appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

2. Acceptance for Payment and Payment.

Upon the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer, the terms and conditions of the Offer as so extended or amended), we will purchase, by accepting for payment, and will pay for, all Shares validly tendered and not withdrawn (as permitted by Section 4) prior to the Expiration Date promptly after the later of (a) the Expiration Date and (b) the satisfaction or waiver of the conditions of the Offer set forth in Section 14. In addition, subject to applicable rules of the SEC, we reserve the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory, governmental or stockholder approvals specified in Section 15.

In all cases, we will pay for Shares purchased in the Offer only after timely receipt by the Depositary of (a) certificates representing the Shares (“Share Certificates”) or timely confirmation (a “Book-Entry Confirmation”) of the book-entry transfer of the Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3, (b) the appropriate Letter of Transmittal (or a facsimile), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined below) in connection with a book-entry transfer, and (c) any other documents that the Letter of Transmittal requires.

“Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which message states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of the Book-Entry Confirmation that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against the participant.

For purposes of the Offer, we will be deemed to have accepted for payment, and purchased, Shares validly tendered and not withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance of the Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price for the Shares with the Depositary, which will act as agent for tendering IEI stockholders for the purpose of receiving payment from us and transmitting payment to validly tendering IEI stockholders.

Under no circumstances will we pay interest on the purchase price for Shares.

If we do not purchase any tendered Shares pursuant to the Offer for any reason, or if you submit Share Certificates representing more Shares than you wish to tender, we will return Share Certificates representing unpurchased or untendered Shares, without expense to you (or, in the case of Shares delivered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3, the Shares will be credited to an account maintained within DTC), promptly following the expiration, termination or withdrawal of the Offer.

If, prior to the Expiration Date, we increase the price offered to holders of Shares in the Offer, we will pay the increased price to all holders of Shares that we purchase in the Offer, whether or not the Shares were tendered before the increase in price.

We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our wholly-owned subsidiaries, the right to purchase all or any portion of the Shares tendered in the Offer, but any

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such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment in the Offer.

3. Procedures for Accepting the Offer and Tendering Shares.

Valid Tender of Shares. Except as set forth below, in order for you to tender Shares in the Offer, the Depositary must receive the Letter of Transmittal (or a facsimile), properly completed and signed, together with any required signature guarantees or an Agent’s Message in connection with a Book-Entry Confirmation and any other documents that the Letter of Transmittal requires at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (a) you must deliver Share Certificates representing tendered Shares to the Depositary or you must cause your Shares to be tendered pursuant to the procedure for book-entry transfer set forth below and the Depositary must receive Book-Entry Confirmation, in each case on or prior to the Expiration Date or (b) you must comply with the guaranteed delivery procedures set forth below.

The method of delivery of Share Certificates, the Letter of Transmittal and all other required documents is at your option and sole risk, and delivery will be considered made only when the Depositary actually receives the certificates. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, you should allow sufficient time to ensure timely delivery.

Book-Entry Transfer. The Depositary will make a request to establish accounts with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer. Any financial institution that is a participant in DTC may make book-entry delivery of Shares by causing DTC to transfer the Shares into the Depositary’s account at DTC in accordance with DTC’s procedures. However, although Shares may be delivered through book-entry transfer into the Depositary’s account at DTC, the Depositary must receive the Letter of Transmittal (or facsimile), properly completed and signed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other required documents, at one of its addresses set forth on the back cover of this Offer to Purchase on or before the Expiration Date, or you must comply with the guaranteed delivery procedure set forth below.

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.

Signature Guarantees. A bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (an “Eligible Institution”) must guarantee signatures on all Letters of Transmittal, unless the Shares tendered are tendered (a) by a registered holder of Shares who has not completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” on the Letter of Transmittal or (b) for the account of an Eligible Institution. See Instruction 1 of the Letter of Transmittal.

If the Share Certificates are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made to, or Share Certificates for unpurchased Shares are to be issued or returned to, a person other than the registered holder, then the tendered Share Certificates must be endorsed or accompanied by appropriate stock powers, signed exactly as the name or names of the registered holder or holders appear on the Share Certificates, with the signatures on the Share Certificates or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

If the Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or facsimile) must accompany each delivery of Share Certificates.

Guaranteed Delivery. If you want to tender Shares in the Offer and your Share Certificates are not immediately available or time will not permit all required documents to reach the Depositary on or before the

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Expiration Date or the procedures for book-entry transfer cannot be completed on time, your Shares may nevertheless be tendered if you comply with all of the following guaranteed delivery procedures:

(a) your tender is made by or through an Eligible Institution;

(b) the Depositary receives, as described below, a properly completed and signed Notice of Guaranteed Delivery, substantially in the form made available by us, on or before the Expiration Date; and

(c) the Depositary receives the Share Certificates (or a Book-Entry Confirmation) representing all tendered Shares, in proper form for transfer together with a properly completed and duly executed Letter of Transmittal (or facsimile), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and any other documents required by the Letter of Transmittal within three Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery.

You may deliver the Notice of Guaranteed Delivery by hand or mail or transmitted by facsimile transmission to the Depositary. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

Notwithstanding any other provision of the Offer, we will pay for Shares only after timely receipt by the Depositary of Share Certificates for, or of Book-Entry Confirmations with respect to, the Shares, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and any other documents required by the appropriate Letter of Transmittal. Accordingly, payment might not be made to all tendering IEI stockholders at the same time, and will depend upon when the Depositary receives Share Certificates or Book-Entry Confirmation that the Shares have been transferred into the Depositary’s account at DTC.

Backup U.S. Federal Income Tax Withholding. Under the backup U.S. federal income tax withholding laws applicable to certain IEI stockholders (other than certain exempt IEI stockholders, including, among others, all corporations and certain foreign individuals), the Depositary may be required to withhold 28% of the amount of any payments made to those IEI stockholders pursuant to the Offer or any subsequent merger or other business combination. To prevent backup U.S. federal income tax withholding, a U.S. person (including a U.S. resident alien) must provide the Depositary with its correct taxpayer identification number and certify that such person is not subject to backup U.S. federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. See Instruction 9 of the Letter of Transmittal. To prevent backup withholding, a foreign person must establish an exemption to the satisfaction of the Depositary by providing the Depositary with an appropriate Form W-8, copies of which can be obtained from the Depositary.

Appointment as Proxy. By executing the Letter of Transmittal, you irrevocably appoint our designees, and each of them, as your agents, attorneys-in-fact and proxies, with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of your rights with respect to the Shares that you tender and that we accept for payment and with respect to any and all other Shares and other securities or rights issued or issuable in respect of those Shares on or after the date of this Offer. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. This appointment will be effective when we accept your Shares for payment in accordance with the terms of the Offer. Upon such acceptance for payment, all other powers of attorney and proxies given by you with respect to your Shares and such other securities or rights prior to such payment will be revoked, without further action, and no subsequent powers of attorney and proxies may be given by you (and, if given, will not be deemed effective). Our designees will, with respect to the Shares and such other securities and rights for which the appointment is effective, be empowered to exercise all your voting and other rights as they, in their sole discretion, may deem proper at any annual or special meeting of IEI stockholders, or any adjournment or postponement thereof, or by consent in lieu of any such meeting or otherwise. In order for Shares to be deemed validly tendered, immediately upon the acceptance for payment of such Shares, we or our designee must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of IEI stockholders.

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Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders determined by us not to be in proper form or the acceptance of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender of Shares of any particular IEI stockholder, whether or not similar defects or irregularities are waived in the case of other IEI stockholders.

Our interpretation of the terms and conditions of the Offer will be final and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender have been cured or waived by us. None of RISCO, the Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Our acceptance for payment of Shares tendered pursuant to any of the procedures described above will constitute a binding agreement between us and you upon the terms and subject to the conditions of the Offer.

4. Withdrawal Rights.

Except as described in this Section 4, tenders of Shares made in the Offer are irrevocable. However, you may withdraw Shares that you have previously tendered in the Offer at any time on or before the Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after May 2, 2007.

If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or we are unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to our rights set forth in this Offer, the Depositary may, nevertheless, on our behalf, retain Shares that you have tendered, and you may not withdraw your Shares, except to the extent that you duly exercise withdrawal rights as described in this Section 4 before the Expiration Date or at any time after May 2, 2007, unless there to for accepted for payment as provided herein.

In order for your withdrawal to be effective, you must deliver a written or facsimile transmission notice of withdrawal to the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify your name, the number of Shares that you want to withdraw, and (if Share Certificates have been tendered) the name of the registered holder of the Shares as shown on the Share Certificate, if different from your name. If Share Certificates have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, you must submit the serial numbers shown on the particular Share Certificates evidencing the Shares to be withdrawn and an Eligible Institution must guarantee the signature on the notice of withdrawal, except in the case of Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in the first sentence of this paragraph. You may not rescind a withdrawal of Shares. Any Shares that you withdraw will be considered not validly tendered for purposes of the Offer, but you may tender such Shares again at any time before the Expiration Date by following any of the procedures described in Section 3.

If we include a subsequent offering period (as described in more detail in “The Offer—Section 1”) following the Offer, no withdrawal rights will apply to Shares tendered in such subsequent offering period and no withdrawal rights apply during such subsequent offering period with respect to Shares previously tendered in the Offer and accepted for payment.

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All questions as to the form and validity of notices of withdrawal (including time of receipt) will be determined by us, in our sole discretion, which determination will be final and binding. None of RISCO, the Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5. Certain United States Federal Income Tax Consequences.

The following is a general summary of certain U.S. federal income tax consequences of the Offer and a potential subsequent merger to IEI stockholders whose Shares are tendered and accepted for payment pursuant to the Offer, or whose Shares are converted into cash in any such merger. The summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations, and administrative and judicial interpretations thereof, each as in effect as of the date of this Offer to Purchase, all of which may change, possibly with retroactive effect. The summary is for general information only and does not purport to address all of the tax consequences that may be relevant to particular stockholders in light of their personal circumstances. The summary applies only to stockholders who hold their Shares as capital assets and may not apply to stockholders subject to special rules under the Code, including, without limitation, persons who acquired their Shares upon the exercise of stock options or otherwise as compensation, financial institutions, brokers, dealers or traders in securities or commodities, insurance companies, partnerships or other entities treated as partnerships or flow-through entities for U.S. federal income tax purposes, tax-exempt organizations, persons who are subject to alternative minimum tax, persons who hold Shares as a position in a “straddle” or as part of a “hedging” or “conversion” transaction or other integrated investment, or persons that have a functional currency other than the United States dollar. This summary does not discuss the U.S. federal income tax consequences to any stockholder of IEI who, for U.S. federal income tax purposes, is a non-resident alien individual, foreign corporation, foreign partnership or foreign estate or trust, and does not address any state, local or foreign tax consequences of the Offer or any potential subsequent merger.

Because individual circumstances may differ, each stockholder should consult such stockholder’s tax advisor regarding the applicability of the rules discussed below to such stockholder and the particular tax effects to such stockholder of the Offer and any subsequent merger, including the application and effect of state, local and foreign tax laws or any U.S. federal tax laws other than the U.S. federal income tax laws.

The receipt of cash in exchange for Shares pursuant to the Offer or in any potential subsequent merger will be a taxable transaction for U.S. federal income tax purposes. In general, a stockholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to in any potential subsequent merger will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received (and the amount of any brokerage commissions, stock transfer taxes or other costs of such stockholder that are paid by the Offeror) and the holder’s adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to such subsequent merger. Gain or loss will be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or exchanged for cash pursuant to such subsequent merger. Any such gain or loss generally will be long-term capital gain or loss if the stockholder has held the Shares for more than one year. Certain limitations apply to the use of capital losses. A stockholder whose Shares are purchased in the Offer or exchanged for cash pursuant to any subsequent merger may be subject to backup withholding unless certain information is provided to the Depositary or an exemption applies. See Section 3.

6. Price Range of the Shares; Dividends.

There is no established trading market for the Shares. The Shares are traded in the Over-the-Counter Bulletin Board (the “OTCBB”) under the symbol “IEIB.OB.” The following table sets forth, for the periods indicated, the reported high and low sale prices for the Shares on the OTCBB during each quarter presented.

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INTERNATIONAL ELECTRONICS, INC.

	High		Low
Fiscal 2005
First Quarter	$	5.22	$	2.53
Second Quarter		4.38		1.85
Third Quarter		2.75		1.62
Fourth Quarter		2.27		1.50
Fiscal 2006
First Quarter	$	2.20	$	1.33
Second Quarter		2.13		1.51
Third Quarter		2.17		1.55
Fourth Quarter		1.95		1.45
Fiscal 2007
First Quarter	$	2.37	$	1.30
Second Quarter		3.40		2.20
Third Quarter (through March 5, 2007)		2.99		2.97

Dividends. According to the IEI 2006 Annual Report, IEI has never paid dividends on Shares to stockholders. If we acquire control of IEI, we currently intend that no dividends will be declared on the Shares prior to the acquisition of the entire equity interest in IEI.

On October 31, 2006, the last full day of trading prior to our informing the Board of Directors of IEI of our proposal to acquire all of the outstanding common stock of IEI, the reported closing price on the OTCBB for the Shares was $1.70 per Share. On March 5, 2007, the last full day of trading prior to the announcement of our intention to commence the Offer, the reported closing price on the OTCBB for the Shares was $2.98 per Share.

Before deciding whether to tender, you should obtain a current market quotation for the Shares.

7. Possible Effects of the Offer on the Market for the Shares; Securities Exchange Act Registration.

Possible Effects of the Offer on the Market for the Shares. As indicated above, since July 14, 2005 when the Shares were delisted from the National Association of Securities Dealers Automated Quotation System (“Nasdaq”), the Shares have been traded on the over-the-counter market. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and will likely adversely affect the market liquidity, and could adversely affect the market value, of the remaining Shares held by the public. The purchase of Shares pursuant to the Offer can also be expected to reduce the number of holders of Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares, or whether it would cause future market prices to be greater or less than the price per share in the Offer.

Securities Exchange Act Registration. The Shares are currently registered under the Securities Exchange Act; however, the purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Securities Exchange Act. Registration of the Shares may be terminated upon application by IEI to the SEC if the Shares are not listed on a “national securities exchange” and there are fewer than 300 record holders of Shares. As discussed above, the Shares are not listed on any national securities exchange. According to the IEI 2006 Annual Report, there are only approximately 400 record holders of Shares. Termination of registration of the Shares under the Securities Exchange Act would substantially reduce the information that IEI is required to furnish to IEI stockholders and the SEC and would make certain provisions of the Securities Exchange Act, such as the short-swing profit recovery provisions of Section 16(b) of the Securities Exchange Act and the requirements of furnishing a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) or 14(c) of the Securities Exchange Act and the related requirement of an annual report,

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no longer applicable to IEI. If the Shares are no longer registered under the Securities Exchange Act, the requirements of Rule 13e-3 promulgated under the Securities Exchange Act with respect to “going private” transactions would no longer be applicable to IEI. In addition, the ability of “affiliates” of IEI and persons holding “restricted securities” of IEI to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or, with respect to certain persons, eliminated. If registration of the Shares under the Securities Exchange Act were terminated, the Shares would no longer be “margin securities” or eligible for stock exchange listing. We believe that the purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Securities Exchange Act, and it would be our intention to cause IEI to make an application for termination of registration of the Shares as soon as possible after successful completion of the Offer if the Shares are then eligible for such termination.

If registration of the Shares is not terminated prior to any merger or other business combination subsequent to the Offer, then the registration of the Shares under the Securities Exchange Act will be terminated following the completion of such a transaction.

8. Certain Information Concerning IEI.

The information concerning IEI contained in this Offer has been taken from or is based upon publicly available documents and records on file with the SEC and other public sources, and is qualified in its entirety by reference thereto. None of RISCO, the Purchaser, the Information Agent or the Depositary can take responsibility for the accuracy or completeness of the information contained in such documents and records or for any failure by IEI to disclose events that may have occurred or may affect the significance or accuracy of any such information but that are unknown to RISCO, the Purchaser, the Information Agent or the Depositary.

According to the IEI 2006 Annual Report, IEI is a Massachusetts corporation with its principal executive offices at 427 Turnpike Street, Canton, Massachusetts 02021. IEI’s telephone number is (617) 821-5566. IEI designs, manufactures, markets and sells electronic access control equipment and browser-managed security platforms used in residential and commercial securities systems and wireless access control and fleet management systems for industrial mobile asset applications.

Additional Information. IEI is subject to the informational requirements of the Securities Exchange Act and in accordance therewith files periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. IEI is required to disclose in such proxy statements certain information, as of particular dates, concerning IEI’s directors and officers, their remuneration, stock options granted to them, the principal holders of IEI’s securities and any material interest of such persons in transactions with IEI. Such reports, proxy statements and other information may be inspected at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such materials can also be obtained at prescribed rates from the public reference room of the SEC at 100 F Street, N.E., Washington, D.C. 20549, or free of charge on the SEC website: http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

9. Information Concerning RISCO and the Purchaser.

RISCO is a limited company organized under the laws of Israel with principal executive offices located at 14 Hachoma Street 75655 Rishon-Letzion, Israel. RISCO’s telephone number is 987-3-963-7777.

RISCO, along with its subsidiaries, is a leading innovator in security and building management solutions. RISCO, along with its subsidiaries, develops, manufactures and markets advanced integrated security solutions for the global security market, from software to wired and wireless systems including integrated security, building management, access control, monitoring station, IP-based systems, and sophisticated detector technologies. RISCO’s products can be found in commercial, industrial, institutional and residential installations around the world. RISCO’s products are currently sold in over 60 countries around the world through its network of local distributors and integrators as well as 9 branch offices situated in Europe, North & South America and Asia.

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The Purchaser’s principal executive offices are located at 2822 NW 79th Avenue, Miami, Florida 33122. The Purchaser’s telephone number is: 305-592-3820. The Purchaser is an indirect, wholly-owned subsidiary of RISCO that engages primarily in marketing and sales activities in the United States on behalf of RISCO.

The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the directors and executive officers of RISCO and the Purchaser are set forth in Schedule I hereto.

On October 25, 2006, we acquired 500 shares of IEI common stock for $1.60 per share. These shares represent less than 1% of the outstanding Shares.

Except as set forth elsewhere in this Offer: (a) neither we nor, to our knowledge after reasonable inquiry, any of the persons listed in Schedule I hereto or any associate or majority owned subsidiary of ours or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of IEI; (b) neither we nor, to our knowledge after reasonable inquiry, any of the persons or entities referred to in clause (a) above or any of their executive officers, directors, affiliates or subsidiaries has effected any transaction in the Shares or any other equity securities of IEI during the past 60 days; (c) neither we nor, to our knowledge after reasonable inquiry, any of the persons listed in Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of IEI (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss, or the giving or withholding of proxies, consents or authorizations); and (d) in the past two years, there have been no transactions that would require reporting under the rules and regulations of the SEC between us or any of our subsidiaries or, to our knowledge after reasonable inquiry, any of the persons listed in Schedule I hereto, on the one hand, and IEI or any of its executive officers, directors or affiliates, on the other hand.

Except as disclosed below in Section 10, in the past two years, there have been no contacts, negotiations or transactions between RISCO, or the Purchaser or any of their respective subsidiaries, or, to the knowledge of RISCO or the Purchaser after reasonable inquiry, any of the persons listed in Schedule I hereto, on the one hand, and IEI or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

Neither RISCO, the Purchaser nor any of the persons listed in Schedule I to this Offer to Purchase has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither RISCO, the Purchaser nor any of the persons listed in Schedule I to this Offer to Purchase has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, United States federal or state securities laws, or a finding of any violation of United States federal or state securities laws.

10. Background of the Offer; Contacts with IEI.

In early 2004, RISCO and IEI discussed a possible business combination or joint venture on a few occasions. RISCO indicated that it would value IEI in any such transaction in the range of $3.8-5.7 million, depending on the outcome of RISCO’s due diligence review. IEI rejected this proposal and did not respond to RISCO’s invitation to discuss a joint venture.

On July 5, 2006, Moshe Alkelai, the Chairman of RISCO’s Board of Directors and Risco’s Chief Executive Officer, met in Boston with John Waldstein, the Chairman of IEI’s Board of Directors and IEI’s President and Chief Executive Officer. At this meeting Mr. Alkelai reiterated RISCO’s interest in acquiring IEI and indicated RISCO would also be willing to employ Mr. Waldstein on a long-term basis to operate the business. In the weeks that followed, Mr. Waldstein did not respond to RISCO’s proposal.

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On August 30, 2006, Mr. Alkelai sent a letter to Mr. Waldstein indicating RISCO’s interest in acquiring IEI for a price equal to $2.50 per share, subject to due diligence but not to obtaining third-party financing. On or around September 14, 2006, in an email, Mr. Waldstein indicated that after discussing the matter with IEI’s Board of Directors, IEI was not interested in pursuing such a transaction. He did suggest that he meet with Mr. Alkelai at a trade show in the United States and discuss a potential joint venture project. Instead, Mr. Alkelai invited Mr. Waldstein to visit RISCO in Israel for meetings. Mr. Waldstein replied that he would respond to Mr. Alkelai after the trade show. Mr. Waldstein never responded to Mr. Alkelai.

On October 25, 2006, the Purchaser acquired 500 shares of IEI common stock for $1.60 per share.

On October 31, 2006, RISCO delivered an offer to acquire all of the outstanding shares of IEI for $2.70 per share. Such offer was not conditioned on due diligence or obtaining third-party financing. In addition, RISCO submitted a demand for IEI to convene a stockholders’ meeting prior to December 20, 2006 under the Massachusetts Control Share Acquisition Statute to authorize voting rights for any shares RISCO proposed to acquire in such transaction.

On November 15, 2006, Mr. Waldstein, Mr. Alkelai, Lesley Charm, a member of IEI’s Board of Directors, and Lior Samuelson, RISCO’s financial advisor, met in Boston at the offices of Bingham McCutchen LLP, RISCO’s counsel, to discuss RISCO’s October 31 offer. At the meeting, however, Mr. Waldstein and Mr. Charm indicated they were unwilling to discuss the terms of RISCO’s offer and the meeting ended inconclusively.

On November 30, 2006, at IEI’s request, RISCO agreed to rescind its demand for IEI to convene a stockholder’s meeting under the Massachusetts Control Share Acquisition Statute to authorize voting rights for any IEI shares RISCO acquires. Mr. Waldstein planned a trip to visit RISCO’s offices in Israel to discuss RISCO’s possible acquisition of IEI and Mr. Waldstein’s potential employment by RISCO.

On December 5, 2006, Mr. Waldstein met with Mr. Alkelai at RISCO’s offices in Israel, but refused to discuss any terms of a potential acquisition.

On February 1, 2007, Mr. Waldstein, Mr. Charm, Mr. Alkelai and Mr. Samuelson met again in Boston to discuss a potential transaction, but Messrs. Waldstein and Charm refused to discuss the terms of any offer.

On March 6, 2007, RISCO launched the Offer to acquire all outstanding Shares.

11. Purpose of the Offer; Statutory Requirements; Appraisal Rights; Plans for IEI; “Going Private” Transactions.

Purpose of the Offer; Plans for IEI. The purpose of the Offer is to acquire control of, and the entire equity interest in, IEI. We currently intend, as soon as practicable after consummation of the Offer, to seek maximum representation on the IEI Board of Directors and to seek to have IEI consummate a merger or other business combination with us (or one of our subsidiaries). Pursuant to such merger, the outstanding Shares not owned by RISCO or its subsidiaries (including us) would be converted into the right to receive cash in an amount equal to the price per Share provided pursuant to the Offer. If we acquire Shares pursuant to the Offer and depending upon the number of Shares so acquired and other factors relevant to our equity ownership in IEI, we may, subsequent to the consummation of the Offer, seek to acquire additional Shares through open market purchases, privately negotiated transactions, a tender or exchange offer or other transactions or a combination of the foregoing on such terms and at such prices as we shall determine, which may be different from the price paid in the Offer. We also reserve the right to dispose of Shares that we have acquired or may acquire. Whether or not we propose a merger or other similar business combination with IEI, we currently intend, as soon as practicable after consummation of the Offer, to seek maximum representation on the IEI Board of Directors. We intend, promptly after the consummation of the Offer, to request that some or all of the current members of the IEI Board of Directors resign and that our designees be elected to fill the vacancies so created. Should such request be refused, we intend to take such action as may be necessary and lawful to secure control of the IEI Board of

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Directors. In connection with this Offer, RISCO has reviewed and will continue to review various possible business strategies that it might consider in the event that the Purchaser acquires control of IEI, whether pursuant to the Offer or otherwise. Following a review of additional information regarding IEI, such changes could include, among other things, changes in IEI’s business, operations, personnel, employee benefit plans, corporate structure, capitalization and management. Except as described above or elsewhere in this Offer, the Purchaser has no present plans or proposals that would relate to or result in an extraordinary corporate transaction involving IEI or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), any change in the IEI Board of Directors or management, any material change in IEI’s capitalization or dividend policy or any other material change in IEI’s corporate structure or business.

Statutory Requirements; Approval of a Merger. Under the Massachusetts Business Corporation Act (the “Massachusetts Corporate Law”) and the IEI Certificate of Incorporation, if the Control Share Condition and the Business Combination Condition are satisfied, a merger of IEI would require the approval of the IEI Board of Directors and the holders of 66-2/3% of the outstanding Shares. If we acquire, pursuant to the Offer or otherwise, at least 66-2/3% of the outstanding Shares we would have sufficient voting power to approve a merger of IEI without the affirmative vote of any other IEI stockholder. In addition, under the Massachusetts Corporate Law, if we acquire, pursuant to the Offer or otherwise, at least 90% of the outstanding Shares, we believe we would be able to approve the merger of IEI without a vote of the IEI Board of Directors or other stockholders. If we acquire control of IEI, we currently intend that, prior to the acquisition of the entire equity interest in IEI, no dividends will be declared on the Shares. Certain provisions of Massachusetts General Laws could significantly delay our ability to acquire the entire equity interest in IEI. See Section 15.

Appraisal Rights. You do not have appraisal rights as a result of the Offer. In addition, IEI stockholders may not have appraisal rights if a merger involving IEI is consummated following consummation of the Offer. Section 13.02(a)(1) of the Massachusetts Corporate Law generally provides that stockholders of a Massachusetts corporation are entitled to appraisal rights in the event of a merger, but contains an exception for transactions where cash is the sole consideration received by the stockholders and certain other conditions are met. At the time of any such merger, the IEI Board of Directors will determine whether it believes such exception applies. In addition, Section 13.02 of the Massachusetts Corporate Law has not yet been the subject of judicial interpretation. In the event of any such merger, any IEI stockholder believing he, she or it is entitled to appraisal rights and wishes to preserve such rights should carefully review Sections 13.01 through 13.31 of Part 13 of the Massachusetts Corporate Law, which sets forth the procedures to be complied with in perfecting any such rights. Failure to strictly comply with the procedures set forth in Part 13 of the Massachusetts Corporate Law would result in the loss of any appraisal rights to which such stockholder otherwise may be entitled. In light of the complexity of Section 13.02 of the Massachusetts Corporate Law, any IEI stockholder wishing to dissent from any such merger and pursue appraisal rights should consult his, her or its legal advisors.

“Going Private” Transactions. The SEC has adopted Rule 13e-3 under the Securities Exchange Act which is applicable to certain “going private” transactions and which may, under certain circumstances, be applicable to any merger subsequent to the Offer. However, Rule 13e-3 would be inapplicable if (a) the Shares are deregistered under the Securities Exchange Act prior to such a merger or other business combination or (b) a merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in such merger or other business combination is at least equal to the amount paid per Share in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the proposed transaction and the consideration offered to minority stockholders in such transaction be filed with the SEC and disclosed to stockholders prior to the consummation of the transaction.

The foregoing discussion is not a complete statement of the Massachusetts Corporate Law or U.S. federal law and is qualified in its entirety by reference to such laws.

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12. Source and Amount of Funds.

The Purchaser estimates that the total amount of funds required to acquire all of the outstanding Shares pursuant to the Offer and a subsequent merger plus related transaction fees and expenses is approximately $8.5 million. As of March 5, 2007 RISCO had cash and cash equivalents and short-term investments significantly in excess of the approximately $8.5 million required to acquire the Shares. The Purchaser intends to obtain all funds required for the Offer through a capital contribution or a loan from RISCO, which RISCO plans to provide. The Offer is not subject to any financing condition. The Purchaser anticipates funding all of the acquisition price and related fees and expenses with available cash.

13. Dividends and Distributions.

If, on or after March 6, 2007, IEI should split, combine or otherwise change the Shares or its capitalization, acquire or otherwise cause a reduction in the number of outstanding Shares or issue or sell any additional Shares (other than Shares issued pursuant to and in accordance with the terms in effect on March 6, 2007, of employee stock options outstanding prior to such date), shares of another class or series of capital stock, other voting securities or any securities convertible into, or options, rights, or warrants, conditional or otherwise, to acquire, any of the foregoing, then, without prejudice to our rights under “The Offer—Section 14,” we may, in our reasonable discretion, make such adjustments in the purchase price and other terms of the Offer as we deem appropriate including the number or type of securities to be purchased. If, on or after March 6, 2007, IEI should declare or pay any dividend on the Shares or any distribution with respect to the Shares (including the issuance of additional Shares or other securities or rights to purchase of any securities) that is payable or distributable to stockholders of record on a date prior to the transfer to the name of the Purchaser or its nominee or transferee on IEI’s stock transfer records of the Shares purchased pursuant to the Offer, then, without prejudice to our rights under “The Offer—Section 14,” (i) the purchase price per Share payable by us pursuant to the Offer will be reduced to the extent of any such cash dividend or distribution and (ii) the whole of any such non-cash dividend or distribution to be received by the tendering stockholders will (a) be received and held by the tendering stockholders for our account and will be required to be promptly remitted and transferred by each tendering stockholder to the Depositary for our account, accompanied by appropriate documentation of transfer or (b) be exercised for our benefit at our direction, in which case the proceeds of such exercise will promptly be remitted to us. Pending such remittance and subject to applicable law, we will be entitled to all rights and privileges as owner of any such non-cash dividend or distribution or proceeds thereof and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as we determine in our reasonable discretion.

14. Conditions of the Offer.

Notwithstanding any other provision of the Offer, we are not required to accept for payment or, subject to any applicable rules and regulations of the SEC, (including Rule 14e-1(c) under the Securities Exchange Act relating to the Purchaser’s obligation to pay for or return tendered Shares promptly after termination or expiration of the Offer), pay for any Shares, and may terminate or amend the Offer, if before the Expiration Date the Minimum Condition, the Control Share Condition and the Business Combination Condition shall not have been satisfied, or if, at any time on or after March 6, 2007, and before expiration of the Offer (or thereafter in relation to any condition dependent upon the receipt of government approvals), any of the following conditions exist:

(i) there is threatened, instituted or pending any action or proceeding by any government, governmental authority or agency or any other person, domestic, foreign, or supranational, before any court or governmental authority or agency, domestic, foreign or supranational, (a) challenging or seeking to make illegal, to delay or otherwise, directly or indirectly, to restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some or all of the Shares by us or any of our subsidiaries or affiliates or the consummation by us or any of our subsidiaries or affiliates of a merger or other similar business combination involving IEI, (b) seeking to obtain material damages or otherwise directly or

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indirectly relating to the transactions contemplated by the Offer or any such merger or other similar business combination, (c) seeking to restrain or prohibit the exercise of our full rights of ownership or operation by us or any of our subsidiaries or affiliates of all or any portion of our business or assets or that of IEI or any of our and IEI’s respective subsidiaries or affiliates or to compel us or any of our subsidiaries or affiliates to dispose of or hold separate all or any portion of our business or assets or that of IEI or any of our or IEI’s respective subsidiaries or affiliates, (d) seeking to impose or confirm limitations on our ability or that of any of our subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares, including the right to vote any Shares acquired or owned by us or any of our subsidiaries or affiliates on all matters properly presented to IEI’s stockholders, (e) seeking to require divestiture buys or any of our subsidiaries or affiliates of any Shares, (f) seeking any material diminution in the benefits expected to be derived by us or any of our subsidiaries or affiliates as a result of the transactions contemplated by the Offer or any merger or other business combination involving IEI, or (g) that otherwise, in our reasonable judgment, has or may have material adverse significance with respect to either the value of IEI or any of its subsidiaries or affiliates or the value of the Shares to us or any of our subsidiaries or affiliates; or

(ii) any action is taken, or any statute, rule, regulation, injunction, order or decree is proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer, the acceptance for payment of or payment for Shares, or any merger or other business combination involving IEI, by any court, government or governmental authority or agency, domestic, foreign or supranational, or of any applicable foreign statutes or regulations (as in effect as of March 6, 2007), to the Offer or to any such merger or other business combination that, in our reasonable judgment, might, directly or indirectly, result in any of the consequences referred to in clauses (a) through (g) of paragraph (i) above; or

(iii) any change occurs or is threatened (or any development occurs or is threatened involving a prospective change) in the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of IEI or any of its affiliates that, in our reasonable judgment, is or may be materially adverse to IEI or any of its affiliates, or we become aware of any facts that, in our reasonable judgment, have or may have material adverse significance with respect to either the value of IEI or any of its affiliates or the value of the Shares to us or any of our affiliates; or

(iv) there occurs (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, (b) any decline in either the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 15%, measured from the business day immediately preceding the commencement date of the Offer or any change in the general political, market, economic or financial conditions in the United States or abroad that, in our reasonable judgment, could have a material adverse effect on the business, financial condition or results of operations or prospects of IEI and its subsidiaries, taken as a whole, (c) the declaration of banking moratorium or any suspension of payments in respect of banks in the United States, (d) any material adverse change (or development or threatened development involving a prospective material adverse change) in U.S. or another currency exchange rates or a suspension of, or a limitation on, the markets therefore, (e) any material adverse change in the market price of the Shares or in the U.S. securities or financial markets, (f) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any attack on, outbreak or act of terrorism involving the United States, (g) any limitation (whether or not mandatory) by any governmental authority or agency on, or any other event that, in our reasonable judgment, may adversely affect, the extension of credit by banks or other financial institutions or (h) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or

(v) (a) a tender or exchange offer for some or all of the Shares has been publicly proposed to be made or has been made by another person (including or any of its subsidiaries or affiliates), or has been publicly disclosed, or we otherwise learn that any person or “group” (as defined in Section 13(d)(3) of the Securities Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of any class or series of capital stock of IEI (including the Shares), through the acquisition of stock, the formation of a

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group or otherwise, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 5% of any class or series of capital stock of IEI (including the Shares) other than acquisitions for bona fide arbitrage purposes only and other than as disclosed in a Schedule 13D or 13G on file with the SEC on March 6, 2007, (b) any such person or group that, prior to March 6, 2007, had filed such a Schedule with the SEC has acquired or proposes to acquire beneficial ownership of additional shares of any class or series of capital stock of IEI, through the acquisition of stock, the formation of a group or otherwise, constituting 1% or more of any such class or series, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of IEI constituting 1% or more of any such class or series, (c) any person or group has entered into a definitive agreement or an agreement in principle or made proposal with respect to a tender or exchange offer or a merger, consolidation or other business combination with or involving IEI or (d) any person has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or made a public announcement reflecting an intent to acquire IEI or any assets or securities of IEI; or

(vi) IEI or any of its subsidiaries has (a) split, combined or otherwise changed, or authorized or proposed the split, combination or other change of, the Shares or its capitalization, (b) acquired or otherwise caused a reduction in the number of, or authorized or proposed the acquisition or other reduction in the number of, outstanding Shares or other securities, (c) issued or sold, or authorized or proposed the issuance or sale of, any additional Shares, shares of any other class or series of capital stock, other voting securities or any securities convertible into, or options, rights or warrants, conditional or otherwise, to acquire, any of the foregoing (other than the issuance of Shares pursuant to and in accordance with the terms in effect on March 6, 2007, of employee stock options outstanding prior to such date), or any other securities or rights in respect of, in lieu of, or in substitution or exchange for any shares of its capital stock, (d) permitted the issuance or sale of any shares of any class of capital stock or other securities of any subsidiary of IEI, (e) declared, paid or proposed to declare or pay any dividend or other distribution on any shares of capital stock of IEI, (f) altered or proposed to alter any material term of any outstanding security, issued or sold, or authorized or proposed the issuance or sale of, any debt securities or otherwise incurred or authorized or proposed the incurrence of any debt other than in the ordinary course of business, (g) authorized, recommended, proposed, announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets or relinquishment of any material contract or other right of IEI or any of its subsidiaries or any comparable event not in the ordinary course of business, (h) authorized, recommended, proposed, announced its intent to enter into or entered into any agreement or arrangement with any person or group that, in our reasonable judgment, has or may have material adverse significance with respect to either the value of IEI or any of its subsidiaries or affiliates or the value of the Shares to us or any of our subsidiaries or affiliates, (i) entered into or amended any employment, severance or similar agreement, arrangement or plan with any of its employees other than in the ordinary course of business or entered into or amended any such agreements, arrangements orphans so as to provide for increased benefits to employees as a result of or in connection with the making of the Offer, the acceptance for payment of or payment for some of or all the Shares by us or our consummation of any merger or other similar business combination involving IEI, (j) except as may be required by law, taken any action to terminate or amend any employee benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974) of IEI or any of its subsidiaries, or we shall have become aware of any such action which was not previously announced or (k) amended, or authorized or proposed any amendment to, its certificate of incorporation or bylaws (or other similar constituent documents) or we become aware that IEI or any of its subsidiaries shall have amended, or authorized or proposed any amendment to, its certificate of incorporation or bylaws (or other similar constituent documents) which has not been previously disclosed; or

(vii) we become aware (a) that any material contractual right of IEI or any of its subsidiaries has been impaired or otherwise adversely affected or that any material amount of indebtedness of IEI or any of its subsidiaries has been accelerated or has otherwise become due or become subject to acceleration prior to its stated due date, in each case with or without notice or the lapse of time or both, as a result of or in connection with the Offer or the consummation by us or any of our subsidiaries or affiliates of a merger or

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other similar business combination involving IEI or (b) of any covenant, term or condition in any instrument or agreement of IEI or any of its subsidiaries that, in our reasonable judgment, has or may have material adverse significance with respect to either the value of IEI or any of its affiliates or the value of the Shares to us or any four affiliates (including any event of default that may ensue as a result of or in connection with the Offer, the acceptance for payment of or payment for some or all of the Shares by us or our consummation of a merger or other similar business combination involving IEI); or

(viii) we or any of our affiliates enter into a definitive agreement or announce an agreement in principle with IEI providing for a merger or other similar business combination with IEI or any of its subsidiaries or the purchase of securities or assets of IEI or any of its subsidiaries, or we and IEI reach any other agreement or understanding pursuant to which it is agreed that the Offer will be terminated; or

(ix) IEI or any of its subsidiaries shall have (a) granted to any person proposing a merger or other business combination with or involving IEI or any of its subsidiaries or the purchase of securities or assets of IEI or any of its subsidiaries any type of option, warrant or right which, in our reasonable judgment, constitutes a “lock-up” device (including a right to acquire or receive any Shares or other securities, assets or business of IEI or any of its subsidiaries) or (b) paid or agreed to pay any cash or other consideration to any party in connection with or in any way related to any such business combination or purchase that, in RISCO’s or the Purchaser’s reasonable judgment, in any such case, and regardless of the circumstances (including any action or omission by RISCO or the Purchaser) giving rise to any such condition, makes it inadvisable to proceed with such acceptance for payment or payment.

The foregoing conditions are for the sole benefit of RISCO, the Purchaser and their affiliates and may be asserted by us or RISCO in our reasonable discretion regardless of the circumstances (excluding any affirmative action or omission by RISCO or us) giving rise to any such conditions or may be waived by us in our reasonable discretion in whole or in part at any time or from time to time before the Expiration Date (provided that all conditions to the Offer must be satisfied or waived prior to expiration of the Offer). We expressly reserve the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer. Our failure at anytime to exercise our rights under any of the foregoing conditions shall not be deemed a waiver of any such right. The waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances. Each such right shall be deemed an ongoing right which may be asserted at any time or from time to time. Any determination made by us concerning the events described in this Section 14 shall be final and binding upon all parties.

15. Legal Matters; Required Regulatory Approvals.

Except as set forth in this Offer, based on our review of publicly available filings by IEI with the SEC and other publicly available information regarding IEI, we are not aware of any licenses or regulatory permits that appear to be material to the business of IEI and its subsidiaries, taken as a whole, and that might be adversely affected by our acquisition of Shares in the Offer. In addition, except as set forth in this Offer, we are not aware of any filings, approvals or other actions by or with any governmental authority or administrative or regulatory agency that would be required for our acquisition or ownership of the Shares. Should any such approval or other action be required, we expect to seek such approval or action, except as described under “State Takeover Laws.” Should any such approval or other action be required, we cannot be certain that we would be able to obtain any such approval or action without substantial conditions or that adverse consequences might not result to IEI’s or its subsidiaries’ businesses, or that certain parts of IEI’s, RISCO’s, the Purchaser’s or any of their respective subsidiaries’ businesses might not have to be disposed of or held separate in order to obtain such approval or action. In that event, we may not be required to purchase any Shares in the Offer. See Introduction and Section 14 for a description of the conditions of the Offer.

State Takeover Laws. A number of states have adopted takeover laws and regulations that purport to be applicable to attempts to acquire securities of corporations that are incorporated in those states or that have substantial assets, stockholders, principal executive offices or principal places of business in those states. To the

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extent that these state takeover statutes purport to apply to the Offer or any subsequent potential merger or other business combination, we believe that those laws conflict with U.S. federal law and are an unconstitutional burden on interstate commerce. In 1982, the Supreme Court of the United States, in Edgar v. Mite Corp. , invalidated on constitutional grounds the Illinois Business Takeovers Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. The reasoning in that decision is likely to apply to certain other state takeover statutes. In 1987, however, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law and, in particular, those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining stockholders, as long as those laws were applicable only under certain conditions. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma because they would subject those corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a federal district court in Florida held, in Grand Metropolitan PLC v. Butterworth, that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

Control Share Acquisition Statute. Chapter 110D of the Massachusetts General Laws (the “Massachusetts Control Share Acquisition Statute”) provides, in general and subject to certain exceptions, that shares of certain corporations (those having (1) 200 or more stockholders of record, (2) principal executive office in Massachusetts and more of its employees or assets, including employees or assets of its majority-owned subsidiaries, employed or located in Massachusetts than in any other state as of the end of its four fiscal quarters immediately preceding the Control Share Acquisition (as defined below) and (3) either more than ten percent of its stockholders of record residing within Massachusetts or more than ten percent of its issued and outstanding shares owned of record by Massachusetts residents) acquired in a Control Share Acquisition will not have voting rights unless voting rights for such shares are authorized at an annual or special meeting of stockholders of the corporation by the affirmative vote of the holders of a majority of all the shares entitled to vote generally in the election of directors, excluding shares held acquired in the Control Share Acquisition and shares held by directors who are also officers of such corporation.

As used in the Massachusetts Control Share Acquisition Statute “Control Share Acquisition” means, in general, the acquisition (other than pursuant to a merger agreement to which the subject corporation is a party) of beneficial ownership of shares of a corporation that (but for the provisions of the statute) would have voting rights and that, when added to all other shares of such corporation beneficially owned by such person, would entitle such person, upon acquisition of such shares, to vote or direct the voting of shares of such corporation having voting power in the election of directors within any of the following ranges of such voting power: (i) one-fifth or more but less than one-third of all voting power; (ii) one-third or more but less than a majority of all voting power; or (iii) a majority of all voting power.

Any person who proposes to make or has made a Control Share Acquisition may deliver to the corporation at its principal office a statement (a “Control Share Acquisition Statement”) identifying the acquiring person, describing the terms of the Control Share Acquisition and representing that the acquiring person has the financial capacity to consummate the Control Share Acquisition. If the acquiring person so requests at the time of delivery of a Control Share Acquisition Statement, the board of directors of the corporation is required to call a special meeting of stockholders for the purpose of considering the voting rights to be accorded to shares acquired or to be acquired in the Control Share Acquisition. Such special meeting is required to be called within 10 days after the such corporation receives the request and must be held within 50 days after the request has been received.

The foregoing summary of the Massachusetts Control Share Acquisition Statute does not purport to be complete and is qualified in its entirety by reference to the provisions of the Massachusetts Control Share Acquisition Statute.

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The Offer is subject to satisfaction of the Control Share Condition, which will be satisfied if, among other things, (i) the IEI articles of organization or bylaws are amended, effective prior to the consummation of the Offer, to provide that the Massachusetts Control Share Statute does not apply to IEI, (ii) the Massachusetts Control Share Acquisition Statute is declared inapplicable to any shares acquired as a result of the Offer and any subsequent merger or other business combination, or (iii) the holders of a majority of the outstanding Shares entitled to vote at a meeting of IEI stockholders (other than those held by RISCO or any director of IEI who is also an officer of IEI) authorize voting rights for the Shares acquired in the Offer and any subsequent merger or other business combination. On October 31, 2006, RISCO delivered a Control Share Acquisition Statement to IEI, requesting IEI to convene a special meeting of its stockholders for the purpose of authorizing voting rights for any IEI shares RISCO beneficially acquires. On November 30, 2006 however, at IEI’s request, RISCO rescinded its request for such a meeting. Now, in connection with the Offer, RISCO has delivered another Control Share Acquisition Statement to IEI, again requesting that IEI convene a special meeting of its stockholders for the purpose of authorizing voting rights for any IEI shares RISCO beneficially acquires as part of the Offer.

We reserve the right to waive the Control Share Condition, although there can be no assurance that we will do so, and we have not determined whether we would be willing to do so under any circumstances.

Business Combination Statute. Chapter 110F of the Massachusetts General Laws (the “Massachusetts Business Combination Statute”), in general and subject to certain exceptions, prevents “interested stockholders” (generally, stockholders owning 5% or more of a corporation’s outstanding voting stock or an affiliate or associate thereof) from engaging in “business combinations” (defined to include mergers or consolidations and certain other transactions) with certain corporations (those having (1) 200 or more stockholders of record, (2) its principal executive office or substantial assets located in Massachusetts and (3) either more than ten percent of its stockholders of record residing within Massachusetts or more than ten percent of its issued and outstanding shares owned of record by Massachusetts residents) for a period of three years following the time on which such stockholder became an interested stockholder unless (i) prior to such time the corporation’s board of directors approved either the business combination or the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 90% of the corporation’s voting stock outstanding at the time the transaction commenced (excluding shares owned by certain employee stock plans and persons who are directors and also officers of the corporation) or (iii) at or subsequent to such time, the business combination is approved by the corporation’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock not owned by the interested stockholder.

The Massachusetts Business Combination Statute does not apply if, among other things, (i) a corporation amends its certificate of incorporation or bylaws to elect not to be governed by such statute by (in addition to any other required vote) the affirmative vote of a majority of the shares entitled to vote; provided that such amendment would not be effective until 12 months after its adoption and would not apply to any business combination between such corporation and any person who became an interested stockholder on or prior to its adoption, (ii) a corporation does not have a class of voting stock that is held of record by more than 200 stockholders, unless any of the foregoing results from action taken, directly or indirectly, by an interested stockholder or from a transaction in which a person becomes an interested stockholder, or (iii) the business combination is proposed by an interested stockholder prior to the consummation or abandonment of, and subsequent to the earlier of the public announcement or the notice required under the Massachusetts Business Combination Statute of, any one of certain proposed transactions which is with or by a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of the corporation’s board of directors and is approved or not opposed by a majority of the board of directors then in office who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election to succeed such directors by a majority of such directors.

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The foregoing summary of the Massachusetts Business Combination Statute does not purport to be complete and is qualified in its entirety by reference to the provisions of the Massachusetts Business Combination Statute.

The Offer is subject to satisfaction of the Business Combination Condition, which will be satisfied if, among other things, (i) prior to the acceptance for payment of Shares pursuant to the Offer, the IEI Board of Directors approves the Offer and any subsequent proposed merger or other business combination, (ii) there are validly tendered prior to the Expiration Date and not withdrawn a number of Shares which, together with the Shares then owned by us, would represent at least 90% of the Shares outstanding on the date thereof (excluding Shares owned by certain employee stock plans and persons who are directors and also officers of IEI) or (iii) the Massachusetts Business Combination Statute is declared inapplicable to us and any potential merger or other business combination with IEI.

We reserve the right to waive the Business Combination Condition, although there can be no assurance that we will do so, and we have not determined whether we would be willing to do so under any circumstances. If we waive such condition and purchase Shares pursuant to the Offer or otherwise and the Massachusetts Business Combination Statute is inapplicable, we may nevertheless seek to consummate a merger or other business combination with IEI. We believe we would be able to cause the consummation of such a merger or other business combination if we own 66-2/3% of the outstanding Shares and (i) such merger or other business combination disapproved by the IEI Board of Directors and authorized at an annual or special meeting of stockholders of IEI, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding Shares not owned by us or our affiliates and associates; or (ii) such merger or other business combination occurs after the expiration of three years following the date we became an interested stockholder. On the other hand, if we waive the Business Combination Condition and purchase Shares pursuant to the Offer or otherwise and are prevented by the Business Combination from consummating a merger or other business combination with IEI, we may (i) determine not to seek to consummate such a merger or other business combination, (ii) seek to acquire additional Shares in the open market, pursuant to privately negotiated transactions or otherwise, at prices that may be higher, lower or the same as the price paid in the Offer or (iii) seek to effect one or more alternative transactions with or by IEI. We have not determined whether we would take any of the actions described above under such circumstances. RISCO believes, among other things, that IEI’s Board of Directors should approve the Offer and take any other action necessary to render the Massachusetts Business Combination Statute inapplicable to a subsequent merger or other business combination with IEI. There can be no assurance that IEI’s Board of Directors will grant such approval or take such other action. The exact timing and details of any merger or other similar business combination involving IEI will necessarily depend upon a variety of factors, including the number of Shares we acquire pursuant to the Offer. We currently intend to propose a merger or similar business combination generally on the terms described above promptly following the Offer.

Except as described in this Offer to Purchase, we have not attempted to comply with any state takeover statutes in connection with the Offer or any subsequent merger or other business combination. We reserve the right to challenge the validity or applicability of any state law allegedly applicable to the Offer or any subsequent merger or other business combination, and nothing in this Offer nor any action that we take in connection with the Offer is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or any subsequent merger or other business combination, and it is not determined by an appropriate court that the statutes in question do not apply or are invalid as applied to the Offer or any such transaction, as applicable, we may be required to file certain documents with, or receive approvals from, the relevant state authorities, and we might be unable to accept for payment or purchase Shares tendered in the Offer or be delayed in continuing or consummating the Offer. In that case, we may not be obligated to accept for purchase, or pay for, any Shares tendered. See Section 14.

Other. Any merger or other similar business combination that we propose would also have to comply with any applicable U.S. federal law. In particular, unless the Shares were deregistered under the Securities Exchange Act prior to such transaction, if such merger or other business combination were consummated more than one year after termination of the Offer or did not provide for stockholders to receive cash for their Shares in an

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amount at least equal to the price paid in the Offer, we may be required to comply with Rule 13e-3 under the Securities Exchange Act. If applicable, Rule 13e-3 would require, among other things, that certain financial information concerning IEI and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders in such a transaction be filed with the SEC and distributed to such stockholders prior to consummation of the transaction.

Based upon an examination of publicly available information relating to the businesses in which IEI is engaged, we believe that the acquisition of Shares in the Offer and any subsequent merger or similar business combination should not violate the applicable antitrust laws. However, state antitrust authorities and private parties may bring legal action in certain circumstances under antitrust laws seeking to enjoin the Offer or to impose legal conditions on it. We cannot be certain that a challenge to the Offer or any subsequent merger or other business combination on antitrust grounds will not be made, or, if such challenge is made, what the result will be.

16. Employment and Compensation Arrangements.

Certain of IEI’s executive officers are party to employment agreements with IEI that provide for enhanced severance benefits upon terminations of employment by IEI or its applicable affiliate without cause or by the officer due to a “change of status” (as defined in the agreements). According to the IEI 2006 Annual Report , in the event of such a severance-qualifying termination following a change of control, which we believe consummation of the Offer will constitute, John Waldstein would receive payments equal to approximately $579,000 and welfare benefits, and his unvested stock options and restricted stock would vest. Each of Peter Demakis, Christopher Hentschel and Robert Stewart would, upon such a termination receive payments in the aggregate equal to approximately $478,000, and welfare benefits, and their unvested stock options and restricted stock would vest.

17. Fees and Expenses.

We have retained MacKenzie Partners, Inc. as Information Agent in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, electronic mail, facsimile, telegraph and personal interview and may request brokers, dealers and other nominee stockholders to forward material relating to the Offer to beneficial owners of Shares. We will pay the Information Agent reasonable and customary compensation for these services in addition to reimbursing the Information Agent for its reasonable out-of-pocket expenses. We have agreed to indemnify the Information Agent against certain liabilities and expenses in connection with the Offer, including certain liabilities under the U.S. federal securities laws.

In addition, we have retained Continental Stock Transfer & Trust Company as the Depositary. We will pay the Depositary reasonable and customary compensation for its services in connection with the Offer, will reimburse the Depositary for its reasonable out-of-pocket expenses, and will indemnify the Depositary against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws.

Except as set forth above, we will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer. We will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers.

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18. Miscellaneous.

We are not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, we will make a good faith effort to comply with that state statute. If, after a good faith effort, we cannot comply with the state statute, we will not make the Offer to, nor will we accept tenders from or on behalf of, the holders of Shares in that state.

We have filed with the SEC a Schedule TO, together with exhibits, furnishing certain additional information with respect to the Offer, and may file amendments to our Schedule TO. Our Schedule TO and any exhibits or amendments may be examined and copies may be obtained from the SEC in the same manner as described in Section 8 with respect to information concerning IEI, except that copies will not be available at the regional offices of the SEC.

We have not authorized any person to give any information or to make any representation on our behalf not contained in this Offer to Purchase or in the Letter of Transmittal, and, if given or made, you should not rely on any such information or representation as having been authorized.

Neither the delivery of the Offer nor any purchase pursuant to the Offer will under any circumstances create any implication that there has been no change in the affairs of RISCO, the Purchaser, IEI or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

A Caution Concerning Forward-Looking Statements

This Offer to Purchase contains, in addition to historical information, certain forward-looking statements. All statements included in this Offer to Purchase concerning activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements. Additional information on these and other risks, uncertainties and factors is included in the documents filed by RISCO and IEI with the SEC; provided that any reference in such filings to the Private Securities Litigation Reform Act of 1995 shall not apply to this Offer to Purchase.

ROKONET INDUSTRIES, U.S.A., INC.

March 6, 2007

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF RISCO AND THE PURCHASER

Moshe Alkelai and Mazal Alkelai are the sole directors and officers of RISCO. Moshe Alkelai is the Chairman of RISCO. Mazal Alkelai is a director of RISCO and the general manager of RISCO’s manufacturing facility. Moshe Alkelai is also the sole director and Chairman of the Purchaser and its Secretary. Samuel Karas is the President and Chief Executive Officer of the Purchaser. Moshe and Mazal Alkelai are husband and wife.

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of RISCO and the Purchaser are set forth below. The business address of each director and officer of RISCO is 14 Hachoma Street, 75655 Rishon-Letzion, Israel. The business address of Mr. Karas is 2822 NW 79th Avenue, Miami, Florida 33122. Except as provided in the Offer, none of the directors and officers listed below has, during the past five years, (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. All directors and officers listed below are citizens of Israel. Mr. Karas is a citizen of the United States as well.

RISCO, along with its subsidiaries, is a leading innovator in security and building management solutions. RISCO, along with its subsidiaries, develops, manufactures and markets advanced integrated security solutions for the global security market, from software to wired and wireless systems including integrated security, building management, access control, monitoring station, IP-based systems, and sophisticated detector technologies, with its products found in commercial, industrial, institutional and residential installations around the world. Such products are currently sold in over 60 countries around the world through its network of local distributors and integrators as well as 9 branch offices situated in Europe, North & South America and Asia.

Name	Age	Current Principal Occupation or Employment and Five-year Employment History
Moshe Alkelai	51	Moshe Alkelai currently serves and for the past five years has served as the Chairman of RISCO, and the following RISCO subsidiaries: Rokonet Electronics Ltd., Rokonet Iberia S.L.; Rokonet Industries, U.S.A., Inc., RISCO Group S.R.L., RISCO Group SA, RISCO Group France SA, RISCO Group Swiss SA, and RISCO Group UK.
Mazal Alkelai	49	Mazal Alkelai currently serves and for the past five years has served as a director of RISCO and as the general manager of RISCO’s manufacturing facility.
Samuel Karas	60	Samuel Karas currently serves and for the past five years has served as the President and Chief Executive Officer of Rokonet Industries, U.S.A., Inc.

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The Depositary for the Offer is:

By Mail or Overnight Courier:	By Facsimile Transmission	By Hand:
	(for eligible institutions only):
Continental Stock Transfer & Trust Company Attention: Reorganization Department 17 Battery Place 8th Flr New York, NY 10004	Continental Stock Transfer & Trust Company Attention: Reorganization Department Facsimile: (212) 616-7610 Confirm by phone: (212) 509-4000 extension 536	Continental Stock Transfer & Trust Company Attention: Reorganization Department 17 Battery Place 8th Flr New York, NY 10004

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. Additional copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent at its address and telephone numbers set forth below. Holders of Shares may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

(212) 929-5500 (Call Collect)

or

Call Toll-Free: (800) 322-2885

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

Letter of Transmittal

to Tender Shares of Common Stock

of

International Electronics, Inc.

Pursuant to the Offer to Purchase

Dated March 6, 2007

by

Rokonet Industries, U.S.A., Inc.

an indirect wholly-owned subsidiary of

RISCO Ltd.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, ON APRIL 2, 2007, UNLESS THE OFFER IS EXTENDED

The Depositary for the Offer is:

Continental Stock Transfer & Trust Company

By Mail or Overnight Courier:	By Facsimile Transmission	By Hand:
	(for eligible institutions only):
Continental Stock Transfer & Trust Company Attention: Reorganization Department 17 Battery Place 8th Flr New York, NY 10004	Continental Stock Transfer & Trust Company Attention: Reorganization Department Facsimile: (212) 616-7610 Confirm by phone: (212) 509-4000 extension 536	Continental Stock Transfer & Trust Company Attention: Reorganization Department 17 Battery Place 8th Flr New York, NY 10004

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please Fill In, if Blank, Exactly as Name(s) Appear(s) on Certificate(s))	Share Certificate(s) and Shares Tendered (Attach Additional Signed List if Necessary)*
	Shares Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)	Number of Shares Tendered**
	Total Shares
*  Need not be completed by Book-Entry Stockholders. **  Unless otherwise indicated, all Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.

This Letter of Transmittal is to be completed by stockholders, either if Share Certificates (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in the Offer to Purchase, as referred to below) is utilized, if tenders of Shares are to be made by book-entry transfer into the account of Continental Stock Transfer & Trust Company, as Depositary (the “Depositary”), at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Stockholders who tender Shares by book-entry transfer are referred to herein as “Book-Entry Stockholders.”

Holders of outstanding shares of common stock, par value $0.01 per share, of International Electronics, Inc. (the “Shares”), whose certificates for such Shares (the “Share Certificates”) are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in the Offer to Purchase), or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to DTC does not constitute delivery to the Depositary.

¨ CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:                                                                                                                                                       

Account Number:                                                                  Transaction Code Number:                                                       

¨ CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s):                                                                                                                                                   

Window Ticket Number (if any):                                                                                                                                                   

Date of Execution of Notice of Guaranteed Delivery:                                                                                                            

Name of Institution that Guaranteed Delivery:                                                                                                                         

Account Number:                                                                                                                                                                                 

Transaction Code Number:                                                                                                                                                              

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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Rokonet Industries, U.S.A., Inc., a New York corporation (the “Purchaser”) and an indirect wholly owned subsidiary of RISCO Ltd., a limited company organized under the laws of Israel (“RISCO”), the above-described shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation (“IEI”), at a purchase price of $3.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 6, 2007 (the “Offer to Purchase”), and in this Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”). The undersigned understands that the Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to any direct or indirect wholly owned subsidiary of RISCO the right to purchase all or any portion of the Shares tendered pursuant to the Offer.

Subject to, and effective upon, acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby and any and all dividends, distributions, rights, other Shares or other securities issued, paid or distributed or issuable, payable or distributable in respect of such Shares on or after March 6, 2007 and prior to the transfer to the name of the Purchaser (or a nominee or transferee of the Purchaser) on IEI’s stock transfer records of the Shares tendered herewith (collectively, a “Distribution”), and appoints the Depositary the true and lawful agent, attorney-in-fact and proxy of the undersigned with respect to such Shares (and any Distribution), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver such Share Certificates (and any Distribution) or transfer ownership of such Shares (and any Distribution) on the account books maintained by DTC, together, in either case, with appropriate evidences of transfer, to the Depositary for the account of the Purchaser, (b) present such Shares (and any Distribution) for transfer on the books of IEI and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any Distribution), all in accordance with the terms and subject to the conditions of the Offer.

The undersigned irrevocably appoints designees of the Purchaser as such undersigned’s agents, attorneys-in-fact and proxies, with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares (and any Distribution) tendered by such stockholder and accepted for payment by the Purchaser. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest. Such appointment will be effective when, and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior attorneys, proxies and consents given by such stockholder with respect to such Shares (and any Distribution) will be revoked without further action, and no subsequent powers of attorney and proxies may be given nor any subsequent written consents executed (and, if given or executed, will not be deemed effective). The designees of the Purchaser will, with respect to the Shares (and Distributions) for which such appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon the Purchaser’s payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and all Distributions, including, without limitation, voting at any meeting of stockholders.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the undersigned’s Shares (and any Distribution) tendered hereby, and (b) when the Shares are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to the Shares (and any Distribution), free and clear of all liens, restrictions, charges and encumbrances, and the same will not be subject to any adverse claim and will not have been transferred to the

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Purchaser in violation of any contractual or other restriction on the transfer thereof. The undersigned, upon request, will execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any Distribution). In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance or appropriate assurance thereof, the Purchaser will be, subject to applicable law, entitled to all rights and privileges as owner of any such Distribution and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by the Purchaser, in its sole discretion.

All authority herein conferred or agreed to be conferred shall not be affected by and shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date, and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after May 2, 2007. See Section 4 of the Offer to Purchase.

The undersigned understands that tenders of Shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions set forth in the Offer, including the undersigned’s representation that the undersigned owns the Shares being tendered.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price and/or issue or return any certificate(s) for Shares not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated herein under “Special Delivery Instructions,” please mail the check for the purchase price and/or any Share Certificate(s) not tendered or not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for the purchase price and/or any Share Certificate(s) not tendered or accepted for payment in the name of, and deliver such check and/or such Share Certificates to, the person or persons so indicated. Unless otherwise indicated herein under “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC. The undersigned recognizes that the Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name(s) of the registered holder(s) thereof if the Purchaser does not accept for payment any of the Shares so tendered.

¨ CHECK HERE IF ANY SHARE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11

Number of Shares represented by lost, stolen or destroyed Share Certificates:

4

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7)   To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be issued in the name of someone other than the undersigned.   Issuecheck and/or certificates to:   Name                                                                                     (Please Print)   Address                                                                                     (Include Zip Code)   (Taxpayer Identification or Social Security No.) (Also Complete Substitute W-9 Below) SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)   To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above.   Mail check and/or certificates to:   Name                                                                                     (Please Print)   Address                                                                                     (Include Zip Code)   (Taxpayer Identification or Social Security No.) (Also Complete Substitute W-9 Below)

5

SIGN HERE

(and Complete Substitute Form W-9)

(Signature(s) of Stockholder(s))

Dated:                            ,                     

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by Share Certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

Name(s)                                                                                                                                                                                                       

(Please Print)

Capacity (full title)                                                                                                                                                                                   

Address                                                                                                                                                                                                        

(Include Zip Code)

Area Code and Telephone Number                                                                                                                                                    

Tax Identification or Social Security No.                                                                                                                                        

(See Substitute Form W-9)

Guarantee of Signature(s)

(See Instructions 1 and 5)

Authorized Signature                                                                                                                                                                              

Name                                                                                                                                                                                                             

(Please Print)

Name of Firm:                                                                                                                                                                                           

Address                                                                                                                                                                                                        

(Include Zip Code)

Area Code and Telephone Number                                                                                                                                                    

Dated:                             , 200  

SIGN HERE:                                                                                                                                                                                           

6

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.    Guarantee of Signatures.    No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) of Shares (which term, for purposes of this document, shall include any DTC participant whose name appears on a security position listing as the owner of Shares) tendered herewith, unless such holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions,” or (b) if such Shares are tendered for the account of a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each of the foregoing, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of this Letter of Transmittal.

2.    Requirements of Tender.    This Letter of Transmittal is to be completed by holders of Shares either if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing tendered Shares, or timely confirmation (a “Book-Entry Confirmation”) of a book-entry transfer of Shares into the Depositary’s account at DTC, as well as this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein on or prior to the Expiration Date. Stockholders whose Share Certificates are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution; (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary on or prior to the Expiration Date; and (c) the Share Certificates (or a Book-Entry Confirmation) representing all tendered Shares in proper form for transfer, in each case, together with this Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately in multiple deliveries to the Depositary, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) must accompany each such delivery.

The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through DTC, is at the option and risk of the tendering holder of Shares, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance of their Shares for payment.

3.    Inadequate Space.    If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares and any other required information should be listed on a separate signed schedule attached hereto.

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4.    Partial Tenders.    (Not Applicable to Book-Entry Stockholders) If fewer than all the Shares evidenced by any Share Certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Number of Shares Tendered” in the “Description of Shares Tendered.” In such cases, new Share Certificates for the Shares that were evidenced by your old Share Certificates, but were not tendered by you, will be sent to you, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5.    Signatures on Letter of Transmittal, Stock Powers and Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any of the tendered Shares are registered in different names on several Share Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Share Certificates.

If this Letter of Transmittal or any Share Certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Purchaser of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to or Share Certificates for Shares not tendered or not purchased are to be issued in the name of a person other than the registered holder(s). In such latter case, signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Share Certificate(s) listed, the Share Certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

6.    Stock Transfer Taxes.    Except as otherwise provided in this Instruction 6, the Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or an exemption therefrom, is submitted.

Except as otherwise provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) listed in this Letter of Transmittal.

7.    Special Payment and Delivery Instructions.    If a check is to be issued in the name of, and/or Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, a person other than the signer of this Letter of Transmittal or if a check and/or such Share Certificates are to be returned to a person other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

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8.    28% Backup Withholding; Substitute Form W-9.    Under U.S. federal income tax law, a stockholder who tenders Shares pursuant to the Offer is required to provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 and to certify that the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN) or, alternatively, to establish another basis for exemption from backup withholding. If such stockholder is an individual, the TIN is his or her social security number. If the Depositary is not provided with incorrect information, such stockholder may be subject to a penalties imposed by the Internal Revenue Service and payments that are made to such stockholder with respect to Shares pursuant to the Offer may be subject to backup withholding (see below).

A stockholder who does not have a TIN but who has applied for one or intends to apply for one in the near future should write “Applied For” in the space provided for the TIN in Part I of the Substitute Form W-9, and signed and date the Substitute Form W-9 and the “Certificate of Awaiting Taxpayer Identification Number” below in order to avoid backup withholding. If “Applied For” is written in Part I and the Depositary is not provided with a TIN by the time of payment, the Paying Agent will withhold 28% from any payments of the purchase price to such stockholder. A tendering stockholder that is not a United States person may qualify as an exempt recipient by submitting to the Depositary a properly completed Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (which the Depositary will provide upon request) signed under penalty of perjury, attesting to that stockholder’s exempt status.

If backup withholding applies, the Depositary is required to withhold 28% of any payments to be made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by filing a tax return with the Internal Revenue Service, provided that the stockholder furnishes the required information to the Internal Revenue Service. The Depositary cannot refund amounts withheld by reason of backup withholding.

9.    Requests for Assistance or Additional Copies.    Questions or requests for assistance may be directed to the Information Agent at the address and telephone number set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery also may be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies.

10.    Lost, Destroyed or Stolen Certificates.    If any Share Certificate has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary. The stockholder then will be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed Share Certificates have been followed.

Important: This Letter of Transmittal (or a facsimile hereof), together with Share Certificates or confirmation of book-entry transfer or the notice of guaranteed delivery, and all other required documents, must be received by the Depositary on or prior to the Expiration Date.

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PAYER’S NAME: Continental Stock Transfer & Trust Company, as Depositary

The Substitute Form W-9 BELOW must be completed and signed.    PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER (“ TIN”) AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING.

Substitute Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for TIN and Certification	Name:                                                                                                   Please check the appropriate box indicating your status: ¨    Individual/Sole proprietor ¨    Corporation    ¨ Partnership    ¨ Other	¨      Exempt from backup withholding
	Address (number, street, and apt. or suite no.) City, state, and ZIP code
	Part I                                                                                        TIN
	PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT.    For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write ‘‘Applied For’’ in this Part I, complete the ‘‘Certificate Of Awaiting Taxpayer Identification Number’’ below and see ‘‘IMPORTANT TAX INFORMATION.’’	Social Security Number OR Employer Identification Number
	Part II                                                                                      Certification
	Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2)    I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3)    I am a U.S. person (including a U.S. resident alien). Certification Instructions —You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Sign Here                                     Signature of U.S. person                                     Date

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE SEE “IMPORTANT TAX INFORMATION.”

COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE

“APPLIED FOR”

INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me will be withheld.

Sign Here                                                        Signature of U.S. person                                                        Date                                                   

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The Information Agent for the Offer is:

105 Madison Avenue New York, New York 10016 proxy@mackenziepartners.com (212) 929-5500 (Call Collect) or Toll-Free: (800) 322-2885

March 6, 2007

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

Notice of Guaranteed Delivery

to

Tender Shares of Common Stock

of

International Electronics, Inc.

to

Rokonet Industries, U.S.A., Inc.

an indirect wholly-owned subsidiary of

RISCO Ltd.

(Not to be Used for Signature Guarantees)

This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Offer (as defined below) if certificates for Shares (as defined below) are not immediately available or the certificates for Shares and all other required documents cannot be delivered to Continental Stock Transfer & Trust Company (the “Depositary”) on or prior to the Expiration Date (as defined in the Offer to Purchase) or if the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This instrument may be delivered by hand or transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

Continental Stock Transfer & Trust Company

Facsimile for Eligible Institutions:

Continental Stock Transfer

& Trust Company

Attention: Reorganization

Department

Facsimile: 216-616-7610

Confirm by phone: 212-509-4000 ext.536

By Mail, Overnight Courier or By Hand:

Continental Stock Transfer & Trust Company

Attention: Reorganization

Department

17 Battery Place, 8th Floor

New York, NY 10004

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via facsimile transmission other than as set forth above will not constitute a valid delivery to the Depositary.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.

The guarantee on the reverse side must be completed.

Ladies and Gentlemen:

The undersigned hereby tender(s) to Rokonet Industries, U.S.A., Inc., a New York corporation and an indirect wholly-owned subsidiary of RISCO Ltd., a limited company organized under the laws of Israel, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 6, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation, indicated below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Tendered Shares:                                                                                                                                                                     

Certificate No.(s) (if available):                                                                                                                                                               

Check box if Shares will be tendered by book-entry transfer:

Name of Tendering Institution:                                                                                                                                                                

Dated:                                                                                                                                                                                                                 

Name(s) of Record Holder(s):                                                                                                                                                                   

(Please Print)

Address(es):                                                                                                                                                                                                     

(Zip Code)

Area Code and Telephone No.(s):                                                                                                                                                           

SIGN HERE

Signature(s):                                                                                                                                                                                                    

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), guarantees to deliver to the Depositary either the certificates evidencing all tendered Shares, in proper form for transfer, or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares, in either case, together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three Nasdaq trading days after the date hereof.

The eligible guarantor institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and Share Certificates to the Depositary within the time period indicated herein. Failure to do so may result in financial loss to such eligible guarantor institution.

Name of Firm:                                                                                                                                                                                                 

(Authorized Signature)

Address:                                                                                                                                                                                                             

(Zip Code)

Title:                                                                                                                                                                                                                    

Name:                                                                                                                                                                                                                 

(Please Print or Type)

Area Code and Telephone No.:                                                                                                                                                                 

Dated:                                                                                                                                                                                                                 

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

Offer to Purchase For Cash

All Outstanding Shares of Common Stock

of

International Electronics, Inc.

by

Rokonet Industries, U.S.A., Inc.

an indirect wholly-owned subsidiary

of

RISCO Ltd.

at

$3.50 Net Per Share

The offer and withdrawal rights will expire at 12:00 midnight, New York City time, on

Monday, April 2, 2007, unless the offer is extended.

March 6, 2007

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been appointed by Rokonet Industries, U.S.A., Inc. (the “Purchaser”), a New York corporation and a wholly-owned subsidiary of RISCO Ltd. (“RISCO”), an Israeli limited company, to act as Information Agent in connection with its offer to purchase for cash all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation (“IEI”), at a purchase price of $3.50 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 6, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) enclosed herewith.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. Offer to Purchase dated March 6, 2007;

2. Letter of Transmittal, including a Substitute Form W-9, for your use and for the information of your clients;

3. Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to Continental Stock Transfer & Trust Company, the Depositary for the Offer (the “Depositary”), by the expiration of the Offer;

4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding; and

6. A return envelope addressed to the Depositary.

We urge you to contact your clients as promptly as possible. The offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, April 2, 2007, unless the offer is extended.

The Purchaser will not pay any fees or commissions to any broker, dealer or other person (other than the Information Agent or the Depositary as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the offer, subject to Instruction 6 of the Letter of Transmittal.

In order to accept the Offer, a duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and any other required documents, should be sent to the Depositary by 12:00 Midnight, New York City time, on Monday, April 2, 2007.

Stockholders whose certificates for such Shares (the “Share Certificates”) are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in the Offer to Purchase), or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Any inquiries you may have with respect to the offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the undersigned at the address and telephone number set forth on the back cover of the Offer to Purchase.

Very truly yours,

MacKenzie Partners, Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF ROKONET INDUSTRIES, U.S.A., INC., RISCO LTD., THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

Offer to Purchase For Cash

All Outstanding Shares of Common Stock

of

International Electronics, Inc.

by

Rokonet Industries, U.S.A., Inc.

an indirect wholly-owned subsidiary

of

RISCO Ltd.

at

$3.50 Net Per Share

The offer and withdrawal rights will expire at 12:00 midnight, New York City time, on

Monday, April 2, 2007, unless the offer is extended.

March 6, 2007

To Our Clients:

Enclosed for your consideration is the Offer to Purchase dated March 6, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the Offer by Rokonet Industries, U.S.A., Inc. (the “Purchaser”), a New York corporation and a wholly-owned subsidiary of RISCO Ltd. (“RISCO”), an Israeli limited company, to purchase for cash all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation (“IEI”). We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

Your attention is directed to the following:

1. The tender price is $3.50 per Share, net to you in cash.

2. The Offer and withdrawal rights expire at 12:00 Midnight, New York City time, on Monday, April 2, 2007, unless extended (as extended, the “Expiration Date”).

3. The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the Expiration Date a number of shares, which, together with the shares then owned by RISCO and its subsidiaries (including the Purchaser), represents at least 66-2/3% of the total number of shares outstanding on a fully diluted basis and (ii) RISCO being satisfied that the requirements of the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute are either inapplicable to the Offer to Purchase and any potential merger or other business combination thereafter or have been satisfied.

4. Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes applicable to the sale of Shares to the Purchaser pursuant to the Offer.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form below. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

The Offer is being made solely by the Offer to Purchase and the related Letter of Transmittal, and is being made to all stockholders. The Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, the Purchaser will make a good faith effort to comply with any such state statute. If, after such good faith effort, the Purchaser cannot comply with such state statute, the Offer will not be made to nor will tenders be accepted from or on behalf of the stockholders in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by Continental Stock Transfer & Trust Company (the “Depositary”) of (i) certificates representing the Shares tendered or timely confirmation of the book-entry transfer of such Shares into the account maintained by the Depositary at The Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time depending upon when certificates for or confirmations of book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility are actually received by the Depositary.

Instruction Form With Respect To

Offer to Purchase For Cash

All Outstanding Shares of Common Stock

of

International Electronics, Inc.

by

Rokonet Industries, U.S.A., Inc.

an indirect wholly-owned subsidiary

of

RISCO Ltd.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated March 6, 2007, and the related Letter of Transmittal, in connection with the offer by Rokonet Industries, U.S.A., Inc., an indirect wholly-owned subsidiary of RISCO Ltd., to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., at a purchase price of $3.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.

This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal furnished to the undersigned.

Number of Shares to be Tendered:	SIGN HERE
Shares*
	Signature(s)
Dated                                                                                   , 20
	Name(s)
	Address(es)
	Telephone No.

* Unless otherwise indicated, it will be assumed that all Shares held for the undersigned’s account are to be tendered.

EX-99.(A)(1)(F)

Exhibit (a)(1)(F)

GUIDELINES FOR CERTIFICATION OF

TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:		Give the name and social security number of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor 2
4.	a.      The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b.      So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or single-owner LLC	The owner 3

For this type of account:		Give the name and employer identification number of —
6.	Sole proprietorship or single-member LLC	The owner 3
7.	A valid trust, estate, or pension trust	The legal entity 4
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

2 Circle the minor’s name and furnish the minor’s social security number.

3 You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

4 List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF

TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding include:

1 An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).

2 The United States or any of its agencies or instrumentalities.

3 A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

4 A foreign government or any of its political subdivisions, agencies or instrumentalities.

5 An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:

6 A corporation.

7 A foreign central bank of issue.

8 A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

9 A futures commission merchant registered with the Commodity Futures Trading Commission.

10 A real estate investment trust.

11 An entity registered at all times during the tax year under the Investment Company Act of 1940.

12 A common trust fund operated by a bank under Section 584(a).

13 A financial institution.

14 A middleman known in the investment community as a nominee or custodian.

15 A trust exempt from tax under Section 664 or described in Section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13 . Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding” box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.

Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes and to cities, states, and the District of Columbia to carry out their tax laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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EX-99.(A)(5)(A)

Exhibit (a)(5)(A)

PRESS RELEASE

CONTACT:

Bob Marese: (212) 929-5045

Lex Flesher: (212) 929-5397

MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:

RISCO LTD. LAUNCHES CASH TENDER OFFER FOR INTERNATIONAL

ELECTRONICS, INC. FOR $3.50 PER SHARE

BOSTON, MA—March 6, 2007 — RISCO Ltd., through Rokonet Industries, U.S.A., Inc., its indirect wholly-owned subsidiary, is today commencing a cash tender offer to purchase all of the outstanding shares of International Electronics, Inc. (OTCBB: IEIB) not already owned by it for $3.50 per share.

The tender offer is currently scheduled to expire at 12:00 midnight, New York City time, on Monday, April 2, 2007, unless the offer is extended.

RISCO has communicated its offer to the Board of Directors of International Electronics, Inc. by letter, a copy of which is attached.

The offer is not subject to or conditioned upon any financing arrangements. The tender offer is subject to customary conditions, including (i) there being validly tendered and not withdrawn before the expiration of the offer a number of shares of International Electronics Inc., which, together with the shares then owned by RISCO Ltd. and its subsidiaries (including Rokonet Industries, U.S.A., Inc.), represents at least 66-2/3% of the total number of shares of International Electronics, Inc. outstanding on a fully-diluted basis, and (ii) RISCO Ltd. being satisfied that the requirements of the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute are either inapplicable to the offer to purchase and any potential merger or other business combination thereafter or that such requirements have been satisfied.

MacKenzie Partners, Inc. is the Information Agent for the tender offer and any questions or requests for the Offer to Purchase and related materials with respect to the tender offer may be directed to MacKenzie Partners, Inc.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE OFFER TO BUY INTERNATIONAL ELECTRONICS, INC. COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT ROKONET INDUSTRIES, U.S.A., INC. WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. INTERNATIONAL ELECTRONICS, INC. STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM ROKONET INDUSTRIES, U.S.A., INC. BY CONTACTING MACKENZIE PARTNERS, INC. TOLL-FREE AT 1-800-322-2885 OR COLLECT AT 1-212-929-5500 OR VIA EMAIL AT PROXY@MACKENZIEPARTNERS.COM

[RISCO Letterhead]

BY HAND

By Registered and Certified Mail

Return Receipt Requested

March 6, 2007

Board of Directors

International Electronics, Inc.

427 Turnpike Street

Canton, Massachusetts 02021

Ladies and Gentlemen:

RISCO Ltd. (“RISCO”), beneficial owner of 500 shares of International Electronics, Inc. common stock, has commenced a tender offer to acquire, subject to certain conditions, all of the outstanding shares of International Electronics, Inc. (“IEI”) at a price of $3.50 per share in cash through its wholly-owned subsidiary, Rokonet Industries, U.S.A., Inc. (“Rokonet USA”).

RISCO has attempted to discuss an amicable transaction with IEI management on several occasions over the past several months, and submitted a written acquisition offer for $2.70 per share on October 31, representing a premium over the then trading price of IEI shares of more than 75%. Our proposals have not been met with serious discussion. IEI’s refusal to negotiate with us in good faith has left us no choice but to commence our current offer at this time.

Rationale for Offer.

Our offer represents a premium over the last sale price of IEI’s common stock on March 5, 2007 of more than 17% and a premium over the last sales price of IEI common stock on October 31, 2006, the date of our last offer to acquire IEI, of more than 106%.

As we have maintained in our discussions with IEI management, we believe it is in the best interests of IEI stockholders to enter into a negotiated and definitive acquisition agreement as soon as possible. Unfortunately, to date IEI management has deprived IEI stockholders of an opportunity to make their own decision with respect to a sale of their shares by refusing to discuss our proposal with us in any detail.

Our proposal represents an outstanding opportunity to IEI, its Board of Directors, stockholders and employees at a critical juncture. IEI has generated net losses in each of 12 of its most recent 13 fiscal quarters and its stock price has been largely flat or trending downward for several years, excluding the period following our October 31 offer. IEI has been delisted from NASDAQ and its common stock is extremely illiquid. IEI is on its third outside auditor in less than two years and undoubtedly faces increased burdens of being a public company in light of Sarbanes-Oxley and addressing public company issues driven by news headlines (such as option issuance practices). While IEI may be working hard to execute its strategic plan, there is little evidence that the plan promises to deliver stockholders a return on their investment approaching the immediate return our offer will provide. Our proposal also offers IEI and its employees an exciting opportunity to join a leading multinational integrated security and building management company with a proven track record of successful growth.

Board of Directors

International Electronics, Inc.

March 6, 2007

Page 2

Demand for Meeting.

RISCO hereby reiterates its demand that IEI convene a special meeting of its stockholders to authorize voting rights for the shares of IEI common stock RISCO and Rokonet USA acquire in the tender offer, which would constitute a “control share acquisition” within the meaning of Chapter 110D of the Massachusetts General Laws (the “Control Share Statute”). We have enclosed a “control share acquisition statement” required by the Control Share Statute. In accordance with § 4 of the Control Share Statute, IEI must call the special meeting within 10 days of the date hereof and the meeting must be held not later than 50 days after the date hereof, or April 25, 2007.

In order to avoid costly delays and disputes, we recommend that our respective legal counsels confer as soon as possible on the text of the proposed stockholder resolution and other technical matters related to the meeting. RISCO hereby undertakes to pay all reasonable expenses of IEI incurred in connection with the special meeting, but not including any expenses incurred opposing the vote to authorize voting rights for the shares we intend to acquire.

Demand for Stockholder List.

In addition, we have enclosed a demand, under Rule 14d-5(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), to receive from IEI its most recently prepared stockholder list or, if such list was prepared as of a date earlier than ten business days before the date hereof, a newly prepared list as of the most recent practicable date, which shall be no more than ten business days prior to the date hereof. Your timely response in accordance with Rule 14d-5(a) of the Securities Exchange Act should be directed to the individuals named below.

Demand for Inspection Rights.

Finally, we also demand access to IEI to inspect and copy certain IEI records as permitted by Section 16.02 of the Massachusetts Business Corporation Act. Our demand includes access to a list of IEI stockholders (including their names and addresses showing the number of shares each holds, as well as all information in IEI’s possession relating to the beneficial owners of IEI shares (commonly referred to as the “NOBO” list)), the bylaws of IEI, including all amendments, and excerpts from minutes reflecting action taken at any meeting of the board of directors, records of any action of a committee of the board of directors while acting on behalf of the corporation, minutes of any meeting of the stockholders, and records of any action taken by the stockholders or board of directors without a meeting, in each case within the last three years. We request that these records be made available to RISCO and its representatives not later than March 13, 2007. The purposes of our demand are several, including (i) to better ensure dissemination of our offer to all stockholders, (ii) to communicate with fellow stockholders regarding the matters described in our control share acquisition statement and their voting thereon, and (iii) potentially soliciting proxies in order to change management and/or the by-laws of IEI. To the extent any such records contain material, nonpublic information, RISCO is prepared to enter into a suitable confidentiality agreement on customary terms to permit disclosure of such information.

We call your attention to the provisions of Massachusetts law imposing liability on corporate officials who improperly fail to comply with requests such as those made in this letter.

Notwithstanding the commencement of our offer and the enclosed demands, we continue to be ready to meet with the IEI Board of Directors and its representatives as soon as possible to discuss our offer. Please contact Lior Samuelson of Mercator Capital, at 703-995-5525 (e-mail: lsamuelson@mercatorcapital.com), or John Utzschneider of Bingham McCutchen LLP at 617-951-8852 (e-mail: john.utzschneider@bingham.com) to discuss any questions the Board might have.

Board of Directors

International Electronics, Inc.

March 6, 2007

Page 3

We continue to believe our offer represents the best opportunity for IEI stockholders to realize value on their shares. We urge you to facilitate the ability of the IEI stockholders to make their own decision as to whether they agree with our view. If the IEI Board of Directors and management continue to try to obstruct our offer, we are prepared to take all steps necessary to ensure that IEI stockholders have the opportunity to benefit from it.

Very truly yours,

/s/ Moshe Alkelai

Moshe Alkelai

Chairman of the Board

Cc: Albert Janjigian

Diane Balcom

Leslie Charm

    Board of Directors, International Electronics, Inc.

EX-99.(A)(5)(B)

Exhibit (a)(5)(B)

This announcement is neither an Offer to Purchase nor a solicitation of an Offer to sell Shares (as defined

below). The Offer (as defined below) is being made solely pursuant to the Offer to Purchase, dated

March 6, 2007, and the related Letter of Transmittal (and any amendments or supplements

thereto), and is being made to all holders of Shares. The Purchaser (as defined below) is not

aware of any state where the making of the Offer is prohibited by any administrative or

judicial action or pursuant to any valid state statute. If the Purchaser becomes aware of

any valid state statute prohibiting the making of the Offer or the acceptance of the

Shares pursuant thereto, the Purchaser will make a good faith effort to comply with

such statute or seek to have such statute declared inapplicable to the Offer. If,

after such good faith effort, the Purchaser cannot comply with such state

statute, the Offer will not be made to (nor will tenders be accepted from

or on behalf of) holders of Shares in such state.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

International Electronics, Inc.

at

$3.50 Net per Share in Cash

by

Rokonet Industries, U.S.A., Inc.

an indirect wholly-owned subsidiary of

RISCO Ltd.

Rokonet Industries, U.S.A., Inc., a New York corporation (the “Purchaser”) and a wholly-owned subsidiary of RISCO Ltd., a limited company organized under the laws of Israel (“RISCO”), hereby offers to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation (“IEI”), at a purchase price of $3.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 6, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”). Tendering stockholders who have Shares registered in their names and who tender directly to Continental Stock Transfer & Trust Company (the “Depositary”) will not be charged brokerage fees or commissions. Stockholders who hold their Shares through a broker or bank should consult such institution as to whether it charges any such fees or commissions. RISCO or the Purchaser will pay all charges and expenses of MacKenzie Partners, Inc., which is acting as Information Agent for the Offer (the “Information Agent”) and the Depositary incurred in connection with the Offer.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, ON APRIL 2, 2007, UNLESS THE OFFER IS EXTENDED.

The purpose of the Offer is to acquire control of, and the entire equity interest in, IEI. The Purchaser currently intends, as soon as practicable after consummation of the Offer, to seek maximum representation on the IEI Board of Directors and to seek to have IEI consummate a merger or other similar business combination with the Purchaser (or one of its subsidiaries). Pursuant to such merger or business combination, outstanding Shares not owned by RISCO or its subsidiaries (including the Purchaser) would be converted into the right to receive cash in an amount equal to the price per Share provided pursuant to the Offer.

The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the expiration date of the Offer a number of Shares which represents at least 66-2/3% of the total number of outstanding Shares (including any other IEI Shares directly or indirectly owned by RISCO) on a fully diluted basis (which assumes the conversion or exercise of all derivative securities regardless of the conversion or

exercise price, the vesting schedule or other terms or conditions thereof) on the date of purchase, and (2) RISCO being satisfied that the requirements of the Massachusetts Control Share Acquisition Statute and the Massachusetts Business Combination Statute are either inapplicable to the Offer and any potential merger or other business combination thereafter or have been satisfied. The Offer is also subject to other conditions described in the Offer to Purchase. If any such condition is not satisfied, the Purchaser may (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth below, retain all such Shares until the expiration of the Offer as so extended, (iii) waive any condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered prior to the expiration of the Offer and not withdrawn, (iv) amend the Offer in any other respect by giving oral or written notice of such amendment to the Depositary or (v) delay acceptance for payment or payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer. Any such extension or amendment, as discussed above, will be followed as promptly as practicable by public announcement thereof and, in the case of such extension, no later than 9:00 a.m., New York City time on the next business day after the previously scheduled expiration of the Offer. The Offer is not conditioned upon RISCO or the Purchaser obtaining financing.

After the expiration of the Offer, if all of the conditions to the Offer have been satisfied or waived, but not 100% of the Shares have been tendered, the Purchaser may, subject to certain conditions, include a subsequent offering period of between three and 20 business days to permit additional tenders of Shares. No withdrawal rights apply to Shares tendered in a subsequent offering period, and no withdrawal rights apply during a subsequent offering period with respect to Shares previously tendered in the Offer and accepted for payment. The Purchaser does not currently intend to include a subsequent offering period, although the Purchaser reserves the right to do so.

For purposes of the Offer, the Purchaser shall be deemed to have accepted for payment tendered Shares when, as and if the Purchaser gives oral or written notice to the Depositary of its acceptance for payment of the tenders of such Shares. Payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase)), (ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and (iii) any other required documents.

Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer. Thereafter, such tenders are irrevocable, except that they may be withdrawn after May 2, 2007 unless such Shares have been accepted for payment as provided in the Offer to Purchase. To withdraw tendered Shares, a written, telegraphic, telex or facsimile transmission notice of withdrawal with respect to such Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution (as defined in the Offer to Purchase)) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and the related Letter of Transmittal and is incorporated herein by reference.

2

A request has been made to the Company for the use of its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

The Offer to Purchase and the related Letter of Transmittal contain important information. Stockholders should carefully read both in their entirety before making any decision with respect to the Offer.

Any questions or requests for assistance may be directed to the Information Agent at the telephone number and address set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal and other tender offer materials may be directed to the Information Agent as set forth below, and copies will be furnished promptly at the Purchaser’s expense. Stockholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of Shares, stockholders are directed to contact the Depositary. The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

(212) 929-5500 (Call Collect)

or

Toll-Free: (800) 322-2885

March 6, 2007

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