0001104659-08-009019 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 11th, 2008 • American Defense Systems Inc • Miscellaneous transportation equipment • New York

This EMPLOYMENT AGREEMENT (“Agreement”) is effective this day of January, 2007, between American Defense Systems, Inc. (“the Company”) and Anthony Piscitelli (“Executive”) (sometimes referred to herein individually as “Party” or collectively as “Parties”).

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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • February 11th, 2008 • American Defense Systems Inc • Miscellaneous transportation equipment • New York

This Consulting Services Agreement (the “Agreement) is entered into as of this 31st day of July, 2007 by and between Thomas J. Berthel (“Tom Berthel”), whose business address is 701 Tama Street, Building B, Marion, Iowa 52302 and American Defense Systems, Inc., a Delaware corporation whose address is 230 Duffy Avenue, Unit C, Hicksville, New York 11801 (“ADSI”).

Contract
American Defense Systems Inc • February 11th, 2008 • Miscellaneous transportation equipment

INDUSTRIAL MANAGEMENT LLC, as Agent for Owner, as landlord, having an office at 575 Underhill Boulevard, Suite 125, Syosset, New York 11791 (hereinafter referred to as Landlord”) and AMERICAN DEFENSE SYSTEMS, INC., as tenant, having an office at 230 Duffy Avenue, Hicksville, New York 11801 (hereinafter referred to as “Tenant”).

DIRECTOR AGREEMENT
Director Agreement • February 11th, 2008 • American Defense Systems Inc • Miscellaneous transportation equipment • New York

This Director Agreement is entered into as of this 23rd day of July, 2007 (the “Agreement) by and between Thomas J. Berthel an individual whose business address is 701 Tama Street, Building B, Marion, Iowa 52302 (“Berthel”) and American Defense Systems, Inc., a Delaware corporation whose address is 230 Duffy Avenue, Unit C, Hicksville, New York 11801 (“ADSI”).

COMMON STOCK PURCHASE WARRANT To Purchase ______________ Shares of Common Stock of AMERICAN DEFENSE SYSTEMS, INC.
Common Stock Purchase • February 11th, 2008 • American Defense Systems Inc • Miscellaneous transportation equipment • Iowa

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ an individual (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Defense Systems, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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