**5.** **Sale of the Company****.** If during the Term (i) any person or persons or entity orentities (other than family members or family trusts) who do not presently own stock in theCompany acquire ownership of fifty one percent (51%) or more of the Company’s stock or (ii)such persons or entities acquire fifty one percent (51%) or more of total gross fair marketvalue of the Company’s assets (collectively, (the “Sale of the Company”) for a purchase pricenot less than one hundred million dollars ($100,000,000.00) net cash or property actuallyreceived by the stock owners in the case of a stock sale or by theCompany the case of an asset sale, then the Company shall pay Executive one half of one percent (0.5%) of the purchaseprice as a bonus within thirty (30) days of the closing of the sale the stock or assets andthe disbursement of the purchase price in full. Upon the Sale of the Company, the Term shallbe extended for a period of two years from the date of sale and the Executive shall be receiveno less than same benefits, salary and bonus opportunity he received immediately prior to thesale for the remainder of the Term.**6.**  **Termination****.** Executive’s employment and the Term shall terminate on the first ofthe following to occur:  (A)Disability. Upon written notice by the Company toExecutive of termination due to Disability. For purposes of this Agreement, “Disability” shall he defined as the inability ofExecutive to have performed his material duties hereunder due to a physical or mental injury,infirmity or incapacity for 120 days (including weekends andholidays) in any 365-day period,with reasonable accommodations as defined, and if required, by applicable state and federaldisability laws. The existence or nonexistence of a Disability shall be determined by anindependent physician selected by the Company and reasonably acceptable Executive.   (B) Death. Automatically on the date of death of Executive.   (C) Cause. Immediately upon written notice by the Company to Executive of atermination for Cause. “Cause” shall mean:     (i) Executive shall have been indicated for afelony;     (ii) Executive shall have been convicted of (or plead “guilty” or “nolo contendre” to orbeen found guilty of) any misdemeanor or summary offense involving fraud, theft,misrepresentation or moral turpitude or any other misdemeanor or summary offense that will, inthe opinion of the chief executive officer, determined in good faith, adversely affect in anymaterial respect the Company’s prospects or reputation or Executive’s ability to perform hisobligations or duties to the Company; or     (iii) Executive intentionally and continually shall have failed substantially to performhis reasonably assigned duties with the Company (other than a failure resulting fromExecutive’s incapacity due to physical or mental illness or from the assignment to Executiveof duties that would constitute Good Reason), which failure has continued for a period of atleast 30 days after a written notice of demand for substantial performance, signed by a dulyauthorized Member of the Company, has been delivered to Executive;
 

 
     (iv)willfully or repeatedly engaged in misconduct or gross negligence in theperformance of his duties to the Company that has a material detrimental effect on theCompany;     (v) committed an act of fraud, theft, or dishonestly against the Company or any act oromission intended to result in the personal enrichment of the Executive or a relative inviolation of his duty of loyalty to the Company at the expense, directly or indirectly, ofthe Company; or     (vi) violates the provisions of paragraph 8 of this Agreement.  (D) Good Reason. Upon 30 day’s written notice by Executive to the Company of atermination for Good Reason, unless such events are corrected in all material respects by theCompany within 30 days following written notification by Executive to the Company that heintends to terminate his employment hereunder for one of the reasons set forth below (so longas such notice is given within 90 days of the occurrence of such Good Reason). “Good Reason”shall mean, without consent of Executive, the occurrence of any of the following events:               (i) assignment to Executive of any duties inconsistent in any material respect withExecutive’s position (including titles and reporting relationships), authority orresponsibilities as contemplated by this Agreement; or               (ii)any material failure by the Company to comply with any of thematerial provisions regarding Executive’s salary, bonus, benefits and amounts payable to Executiveunder this Agreement.               (iii)the relocation or transfer of the Executive’s principal office outside a 20 mile radius ofthe Executive’s personal residence location.  (E) Without Good Reason. Upon 14 days’ prior written notice of termination ofemployment without Cause by the Company to the Executive or 14 days’ prior written notice byExecutive to the Company of Executive’s voluntary termination of employment without GoodReason.7. **Consequences of Termination****.** Any termination payments made and benefits provided underthis Agreement to Executive shall be in lieu of any termination or severance payments or benefitsfor which Executive may be eligible under any of the plans, policies or programs of the Company. Notermination payments shall be payable hereunder until Executive shall have returned to the Companyall Company property used by Executive including without limitation any automobile, computer orlaptop, cell phone, Blackberry or similar device. The following amounts and benefits shall be dueto Executive.(A) Disability. Upon such termination, the Company shall pay or provide Executive (i) any unpaidsalary through the date of termination and any accrued vacation in accordance with Companypolicy; (ii) any earned and unpaid bonus,(iii) reimbursement for any unreimbursed
 

 
  expenses incurred through the date of termination and (iv) all other payments benefits orfringe benefits to which Executive may be entitled under the terms of any applicablecompensation arrangement or benefit, equity or fringe benefit plan or program or grant orthis Agreement (collectively “Accrued Amounts”). (B) Death. In the event of the death of the Executive, Executive’s estate shall be entitled toany Accrued Amounts. (C) Termination for Cause or Without Good Reason. If Executive’s employment should beterminated (i) by the Company for Cause, or (ii) by the Company or the Executive withoutGood Reason, the Company shall pay the Executive any Accrued Amounts. (D) Termination with out Cause or With Good Reason after the Sale of the Company. If,after the Sale of the Company, the Executive’s employment shall be terminated by the Companywithin two years from the date of sale without Cause, or by the Executive for Good Reason,then the Executive shall receive, in addition to the Accrued Amounts, in equal installmentsand in accordance with the Company’s regular payroll practice, acash amount equal to twohundred percent  (200%) of the Executive’s total compensation for the year preceding the dateof termination, payable over the twenty-fourth month period followingthe date of termination provided Executive does not violate theprovisions of paragraph 8 of this Agreement. **8.** **Covenant Not to Compete****.** (A) Confidentiality. Executive shall not, directly orindirectly, use, make available, sell,disclose or otherwise communicate to any person, other than in the course of Executive’sassigned duties and for the benefit of the Company, either during theemployment Term or atany time thereafter, any nonpublic proprietary or confidential information, knowledge ordata relating  to the Company or any of its affiliates that hasbeen obtained by Executive during Executive’s employment with the Company or hasbeen obtained pursuant to any consulting services provided by the Executive to the Company orany of it affiliates prior to Executive’s employment with the Company. For the purposes ofthis Agreement, nonpublic proprietary information means informationproprietary to the Companythat is not generally known (including any “trade secret”within the meaning of the EconomicEspionage Act of 1996) about the Company’s customers, products, services, personnel, pricing,sales strategy, technology, methods, processes, research, development, finances, systems,techniques, accounting, purchasing and plans. All information disclosed to Executive or towhich he obtains  access, whether originated by him or by others, during the period thatExecutive is an employee of the Company (such period being referred to as the “EmploymentPeriod”) (whether prior to the Effective Date or thereafter), shall be presumed to benon-public proprietary information if it is so treated by the  Company or if Executive has areasonable basis to believe it to be such. The foregoing shall notapply to information that(i) was known to the public prior to its disclosure to Executive;(ii) becomes known to thepublic subsequent to disclosure to Executive through no wrongful act of Executive or anyrepresentative of Executive; or (iii) Executive is required to disclose by applicable law,regulation or legal process (provided that Executive provides the Company with prior notice ofthe
 

 
  contemplated disclosure and reasonably cooperates with the Company at its expense inseeking a protective order or other appropriate protection of such information).Notwithstanding clauses (i) and (ii) of the preceding sentence, Executive’s obligation tomaintain such disclosed information in confidence shall not terminate where only portions ofthe information are in the public domain. (B) Nonsolicitation. During the employment Term and Forthe one year period, thereafter.Executive shall not, directly or indirectly, individually or on behalf of any other person,firm, corporation or other entity, knowingly solicit, aid or induce (i) any employee of orconsultant to the Company or any of its subsidiaries or affiliates to leave such employmentor engagement in order to accept employment with or render services to or with any otherperson, firm, corporation or other entity unaffiliated with theCompany or knowingly take any action to materially assist or aid any other person, firm, corporation or otherentity in identifying or hiring any such employee or (ii) any customer of the Company or anysubsidiaries or affiliates to purchase goods or services then sold by the Company or any ofits subsidiaries or affiliates from another person, firm, corporation or other entity orassist or aid any other persons or entity in identifying orsoliciting any such customer. (C) Noncompetition. Executive acknowledges that he performs services of a unique naturefor the Company that are irreplaceable and that his performance of such services to a competingbusiness will result in irreparable harm to the Company. Accordingly, during theEmployment Term and for the two year period thereafter (unless Executive leaves hisposition for Good Reason), Executive shall not, directly or indirectly, own, manage, operate,control, be employed by (whether as an employee consultant, independent contractor orotherwise, and whether or not for compensation or render services to any person, firm,corporation or other entity, in whatever from, engaged in any business of the sametype asany business in which the Company or any of its subsidiaries or affiliates is engagedin onthe date of termination or in which they have proposed, on or prior to such date to beengaged in on or after such date, in any locale of any country in which the Company or itssubsidiaries or affiliates conducts business. This paragraph 8(C) shall not prevent Executivefrom owning not more than ten percent of the total shares of all classes of stock outstandingof any publicly held entity engaged in such business, nor will it restrict Executive fromrendering services to charitable organizations, as such term is defined in Section 501(c) ofthe Internal Revenue Code. (D) Nondisparagment. Neither Executive nor the Company (for the purposes hereof, theCompany shall mean the Company together with its executive officers and Members and notany other employees) shall make any public statements that disparage the other party, or inthe case or the Company, its respective subsidiaries, affiliates, employees, officers,directors, products or services. Notwithstanding the foregoing, statements made in the course of sworntestimony in administrative, judicial or arbitral proceedings (including, without limitation,depositions in connection with such proceedings) shall not be subject to this paragraph 8(D). (E) Enforceability. The Executive recognizes and agrees that in the event Executivebreaches theprovisions of this paragraph 8 hereof that the Company will have no adequate remedy at lawand will be entitled to injunctive relief as well as money damages. If any provision hereof
 

 
  shall be held invalid, illegal or unenforceable, the remaining provisions shall continuein full force and effect. If any provisions shall for any reason be held to be excessivelybroad as to time, duration, geographical scope, activity or subject, it shall be construed, bylimiting and reducing it, so as to be enforceable to the extent permitted by applicable law.**9.** **Survivors Bound**. This Agreement shall be binding upon and inure to the benefit ofthe parties hereto, the legal representatives, successors in interest and assigns, respectively, ofeach party. **10.** **Expenses and Facilities**. The Executive shall be furnished with such facilities andservices as are adequate for the performance of his duties. **11.** **Governing Law**. This Agreement shall be governed by and construed in accordance withthe laws of the State of Virginia without giving effect to such state’s principles of conflictsof laws. **12.** **Waiver**. The waiver by either party hereto of any breach of any provision of thisAgreement shall not operate or be construed as a waiver or any subsequent breach by either party hereto. **13.** **Binding Effect and Assignment**. This Agreement shall be binding upon and inure tothe benefit of the Company, its successors and assigns, the Executive and his heirs and legalrepresentatives. ADS and Blauer. This Agreement is personal as to Executive and may notbe assigned by Executive without first obtaining the written consent of the Company. ThisAgreement may be assigned by the Company without the prior consent of Executive. **14.** **Compliance with the Requirements of Section 409A of the Internal Revenue Code of1986 (the “Code”)**. Notwithstanding any other provision of this Agreement, it isintended that any payment or benefit which is provided pursuant to or in connection with thisAgreement which is considered to be nonqualified deferred compensation subject to Section 409Aof the Code (“409A Compensation”) shall be provided and paid in a manner, and at such time andin such form, as complies with the applicable requirements of Section 409A of the Code to avoidthe unfavorable tax consequences provided therein for non-compliance. Specifically, payment of409A Compensation shall only be made based on or in connection with a time or fixed schedulespecified in this Agreement, the Executive’s death, the Executive’s Disability, the Executive’sseparation from employment or a Sale of the Company which is also a change in the ownership ofthe Company or a change in the ownership of a substantial portion of the assets of the Companyfor purposes of Section 409A of the Code. In addition, if such payment is due by reason of aExecutive’s separation from employment and the Executive is a key employee of a publicly tradedcorporation at the time of his separation from employment as contemplated in Section409A(a)(2)(B)(i) of the Code, then the payment to the Executive shall be delayed until six (6)months after the separation from employment or until the Executive’s earlier death (the “409ADeferral Period”) to the extent required by Section 409A of the Code. In the event payments of409A Compensation are otherwise due to be made during the 409A Deferral Period, the paymentswhich would otherwise have been made in the 409A Deferral Period shall be accumulated and paidin a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shallbe

 
  made as otherwise scheduled. All payments pursuant to this Agreement shall be treated as aseries of separate payments to the fullest extent permitted underSection 409A of the Code.Neither a Executive nor the Company shall take any action toaccelerate or delay the payment of ifany monies and/or provision of any benefits which constitutes 409A Compensation in any manner whichwould not be in compliance with Section 409A of the Code (including any transition or grandfatherrules thereunder). 15. **Severability**. The unenforceability of any provision or provisions of this Agreementshall not affect the enforceability of any other provision of this Agreement. 16. **Entire Understanding**. This Agreement contains the entire understanding of theparties relating to the employment of the Executive by the Company. It may be changed only by anagreement in writing signed by the party or parties against whom enforcement of any waiver, change,modification, extension or discharge is sought. 17. **Amendment and Default**. This Agreement may be amended in whole or part at any time andfrom time to lime but only in writing in a form substantially similar to the form hereof. In theevent of default or breach of any of the terms and conditions hereof the defaulting party agrees topay the reasonable attorneys fees incurred by the other party in enforcing the provisions hereof.IN WITNESS WHEREOF, the parties hereto execute this agreement under seal on the day and year firstabove written.Atlantic Diving Supply, Inc.     By /s/ Luke M. Hillier         Luke M. Hillier, CEO     /s/Bruce Dressel   1-11-09       Bruce Dressel