AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

Exhibit 10.4

AMENDMENT NO. 3

TO

EMPLOYMENT AGREEMENT

This Amendment No. 3 to the Employment Agreement (“Amendment”), dated September 26, 2016, is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 00000 Xxxxxxx Xxxxxxx #000, Xxxxxxxxxxxx, XX 00000 (the “Company”), and Xxxxx Xxxx (the “Executive”).

WHEREAS, the parties entered into an Employment Agreement on May 18, 2015 (the “Employment Agreement”); and

WHEREAS, the parties entered into an Amended and Restated Employment Agreement on October 2, 2015 (Xxxx Amendment No. 1); and

WHEREAS, the parties entered into an Amendment No. 2 to Employment Agreement on April 27, 2016 (Xxxx Amendment No. 2); and

WHEREAS, the parties wish to further amend the Employment Agreement as set forth below, with the understanding that all other provisions of the Employment Agreement shall remain unchanged;

NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree as follows:

1. Section 3 of the Employment Agreement- Term of Employment- is hereby extended from May 18, 2018 to December 31, 2018.

2. The terms and conditions of all other sections of the Employment Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this agreement as of the date first stated above.

	DRONE AVIATION HOLDING CORP.
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxxx
	Title:	Chief Financial Officer
	By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx