0001104659-07-089040 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 14th, 2007 • American Defense Systems Inc • New York

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

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EMPLOYMENT AGREEMENT
Employment Agreement • December 14th, 2007 • American Defense Systems Inc • New York

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

STIFEL NICOLAUS
Engagement Agreement • December 14th, 2007 • American Defense Systems Inc • Maryland

Reference is made to that certain engagement letter agreement dated August 8, 2006 between Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) and American Defense Systems, Inc. (the “Prior Agreement”). This letter agreement (this “Agreement”) is intended to and shall supersede the Prior Agreement and, upon execution of this Agreement, the Prior Agreement will terminate and be of no further force and effect with the exception of Section II(F) and the related Attachment A thereof which will survive such termination of the Prior Agreement.

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