Unassociated Document


    THIS
      WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE
      SET
      FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT, DATED AS OF AUGUST 31,
      2004,
      NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED
      IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
      SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY
      FOR
      OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
      REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH
      ACT.

    


    Right
      to
      Purchase _________ Shares of Common Stock, par value $.001 per share


    


    CLASS
      B WARRANT

    


    THIS
      CERTIFIES THAT,
      for
      value received, ___________________________, a ___________________, or its
      registered assigns (the “Holder”)
      is
      entitled to purchase from Tactical Air Defense Services, Inc., a Nevada
      corporation (the “Company”),
      at
      any time or from time to time during the period specified in Paragraph 2 hereof,
      ___________________________________ (_______) fully paid and nonassessable
      shares of the Company's Common Stock, par value $.001 per share (the
“Common
      Stock”),
      at an
      exercise price per share equal to $1.50 (the “Initial
      Exercise Price”).
      The
      term “Warrant
      Shares,”
as
      used herein, refers to the shares of Common Stock purchasable hereunder. The
      Warrant Shares and the Initial Exercise Price are subject to adjustment as
      provided in Paragraph 4 hereof. The term “Warrants”
means
      this Warrant issued March 2, 2007, pursuant to that certain Unit Purchase
      Agreement, by and among the Company and the Holder (the “Purchase
      Agreement”).
      Each
      capitalized term used herein, and not otherwise defined, shall have the meaning
      ascribed thereto in the Purchase Agreement. 

    


    This
      Warrant is subject to the following terms, provisions, and
      conditions:

    


    1. Manner
      of Exercise; Issuance of Certificates; Payment for
      Shares.
      Subject
      to the provisions hereof, this Warrant may be exercised by the Holder hereof,
      in
      whole or in part, by the surrender of this Warrant, together with a completed
      exercise agreement in the form attached hereto (the “Exercise
      Agreement”),
      to
      the Transfer Agent during normal business hours on any business day at the
      Transfer Agent's principal executive offices (or such other office or agency
      of
      the Transfer Agent as it may designate by notice to the Holder hereof), and
      upon
      the payment to the Company in cash, by certified or official bank check or
      by
      wire transfer for the account of the Company of the Exercise Price for the
      Warrant Shares specified in the Exercise Agreement; provided,
      however,
      so long
      as there is an effective Registration Statement for the resale of the Warrant
      Shares the Holder shall exercise this Warrant pursuant to Section 1 hereof.
      The
      Warrant Shares so purchased shall be deemed to be issued to the Holder hereof
      or
      such Holder's designee, as the record owner of such shares, as of the close
      of
      business on the date on which this Warrant shall have been surrendered, the
      completed Exercise Agreement shall have been delivered, and payment shall have
      been made for such shares as set forth above. Certificates for the Warrant
      Shares so purchased, representing the aggregate number of shares specified
      in
      the Exercise Agreement, shall be delivered by the Transfer Agent to the Holder
      hereof within a reasonable time, not exceeding three (3) business days, after
      this Warrant shall have been so exercised. The certificates so delivered shall
      be in such denominations as may be requested by the Holder hereof and shall
      be
      registered in the name of such Holder or such other name as shall be designated
      by such Holder. If this Warrant shall have been exercised only in part, then,
      unless this Warrant has expired, the Transfer Agent shall, at Company's expense,
      at the time of delivery of such certificates, deliver to the Holder a new
      Warrant representing the number of shares with respect to which this Warrant
      shall not then have been exercised.

     

    
      
        
        

      

      
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    Notwithstanding
      anything in this Warrant to the contrary, in no event shall the Holder of this
      Warrant be entitled to exercise a number of Warrants (or portions thereof)
      in
      excess of the number of Warrants (or portions thereof) upon exercise of which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      Holder and its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company and
      (ii) the number of shares of Common Stock issuable upon exercise of the Warrants
      (or portions thereof) with respect to which the determination described herein
      is being made, would result in beneficial ownership by the Holder and its
      affiliates of more than 4.99% of the outstanding shares of Common Stock. For
      purposes of the immediately preceding sentence, beneficial ownership shall
      be
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided
      in clause (i) of the preceding sentence. Notwithstanding anything to the
      contrary contained herein, the limitation on exercise of this Warrant set forth
      herein may not be amended without the written consent of the Holder hereof
      and
      the Company.

    


    2. Period
      of Exercise.
      This
      Warrant is exercisable at any time or from time to time
      on
      or after the date on which this Warrant is issued and delivered pursuant to
      the
      terms of the Purchase Agreement and before 5:00 p.m., New York City time on
      March 2, 2010 (the “Exercise
      Period”).

    


    3. Certain
      Agreements of the Company.
      The
      Company hereby covenants and agrees
      as
      follows:

    


    (a) Shares
      to be Fully Paid.
      All
      Warrant Shares will, upon issuance in accordance with the terms of this Warrant,
      be validly issued, fully paid, and nonassessable and free from all taxes, liens,
      and charges with respect to the issue thereof.

    


    (b) Reservation
      of Shares.
      During
      the Exercise Period, the Company shall at all times have authorized, and
      reserved for the purpose of issuance upon exercise of this Warrant, a sufficient
      number of shares of Common Stock to provide for the exercise of this
      Warrant.

     

    
      
        
        

      

      
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    (c) Certain
      Actions Prohibited.
      The
      Company will not, by amendment of its charter or through any reorganization,
      transfer of assets, consolidation, merger, dissolution, issue or sale of
      securities, or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed by it hereunder,
      but will at all times in good faith assist in the carrying out of all the
      provisions of this Warrant and in the taking of all such action as may
      reasonably be requested by the Holder of this Warrant in order to protect the
      exercise privilege of the Holder of this Warrant against impairment, consistent
      with the tenor and purpose of this Warrant. Without limiting the generality
      of
      the foregoing, the Company (i) will not increase the par value of any shares
      of
      Common Stock receivable upon the exercise of this Warrant above the Exercise
      Price then in effect, and (ii) will take all such actions as may be necessary
      or
      appropriate in order that the Company may validly and legally issue fully paid
      and nonassessable shares of Common Stock upon the exercise of this
      Warrant.

    


    (d) Successors
      and Assigns.
      This
      Warrant will be binding upon any entity succeeding to the Company by merger,
      consolidation, or acquisition of all or substantially all the Company's
      assets.

    


    4. Antidilution
      Provisions.
      During
      the Exercise Period, the Initial Exercise Price, (in this section, the
“Exercise
      Price”)
      and
      the number of Warrant Shares shall be subject to adjustment from time to time
      as
      provided in this Paragraph 4.

    


    In
      the
      event that any adjustment of the Exercise Price as required herein results
      in a
      fraction of a cent, such Exercise Price shall be rounded up to the nearest
      cent.

    


    (a) Subdivision
      or Combination of Common Stock.
      If the
      Company at any time subdivides (by any stock split, stock dividend,
      recapitalization, reorganization, reclassification or otherwise) the shares
      of
      Common Stock acquirable hereunder into a greater number of shares, then, after
      the date of record for effecting such subdivision, the Exercise Price in effect
      immediately prior to such subdivision will be proportionately reduced. If the
      Company at any time combines (by reverse stock split, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a smaller number of shares, then, after the date
      of
      record for effecting such combination, the Exercise Price in effect immediately
      prior to such combination will be proportionately increased.

    


    (b) Adjustment
      in Number of Shares.
      Upon
      each adjustment of the Exercise Price pursuant to the provisions of this
      Paragraph 4, the number of shares of Common Stock issuable upon exercise of
      this
      Warrant shall be adjusted by multiplying a number equal to the Exercise Price
      in
      effect immediately prior to such adjustment by the number of shares of Common
      Stock issuable upon exercise of this Warrant immediately prior to such
      adjustment and dividing the product so obtained by the adjusted Exercise
      Price.

    


    (c) Consolidation,
      Merger or Sale.
      In case
      of any consolidation of the Company with, or merger of the Company into any
      other corporation, or in case of any sale or conveyance of all or substantially
      all of the assets of the Company other than in connection with a plan of
      complete liquidation of the Company, then as a condition of such consolidation,
      merger or sale or conveyance, adequate provision will be made whereby the Holder
      of this Warrant will have the right to acquire and receive upon exercise of
      this
      Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
      upon the exercise of this Warrant, such shares of stock, securities or assets
      as
      may be issued or payable with respect to or in exchange for the number of shares
      of Common Stock immediately theretofore acquirable and receivable upon exercise
      of this Warrant had such consolidation, merger or sale or conveyance not taken
      place if all shareholders of record of the Company's Common Stock, as a result
      of such consolidation, merger or sale or conveyance, will exchange their shares
      for securities of any other corporation. In any such case, the Company will
      make
      appropriate provision to insure that the provisions of this Paragraph 4 hereof
      will thereafter be applicable as nearly as may be in relation to any shares
      of
      stock or securities thereafter deliverable upon the exercise of this Warrant.
      The Company will not effect any consolidation, merger or sale or conveyance
      unless prior to the consummation thereof, the successor corporation (if other
      than the Company) assumes by written instrument the obligations under this
      Paragraph 4 and the obligations to deliver to the Holder of this Warrant such
      shares of stock, securities or assets as, in accordance with the foregoing
      provisions, the Holder may be entitled to acquire.

     

    
      
        
        

      

      
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    (d) Distribution
      of Assets.
      In case
      the Company shall declare or make any distribution of its assets (including
      cash) to holders of Common Stock as a partial liquidating dividend, by way
      of
      return of capital or otherwise, then, after the date of record for determining
      stockholders entitled to such distribution, but prior to the date of
      distribution, the Holder of this Warrant shall be entitled upon exercise of
      this
      Warrant for the purchase of any or all of the shares of Common Stock subject
      hereto, to receive the amount of such assets which would have been payable
      to
      the Holder had such Holder been the holder of such shares of Common Stock on
      the
      record date for the determination of stockholders entitled to such
      distribution.

    


    (e) Notice
      of Adjustment.
      Upon the
      occurrence of any event which requires any adjustment of the Exercise Price,
      then, and in each such case, the Company shall give notice thereof to the Holder
      of this Warrant, which notice shall state the Exercise Price resulting from
      such
      adjustment and the increase or decrease in the number of Warrant Shares
      purchasable at such price upon exercise, setting forth in reasonable detail
      the
      method of calculation and the facts upon which such calculation is based. Such
      calculation shall be certified by the principal financial officer of the
      Company.

    


    (f) Minimum
      Adjustment of Exercise Price.
      No
      adjustment of the Exercise Price shall be made in an amount of less than 1%
      of
      the Exercise Price in effect at the time such adjustment is otherwise required
      to be made, but any such lesser adjustment shall be carried forward and shall
      be
      made at the time and together with the next subsequent adjustment which,
      together with any adjustments so carried forward, shall amount to not less
      than
      1% of such Exercise Price.

    


    (g) No
      Fractional Shares.
      No
      fractional shares of Common Stock are to be issued upon the exercise of this
      Warrant, but the Company shall pay a cash adjustment in respect of any
      fractional share which would otherwise be issuable in an amount equal to the
      same fraction of the Market Price of a share of Common Stock on the date of
      such
      exercise.

     

    
      
        
        

      

      
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    (h) Other
      Notices.
      In case
      at any time:

    


    (i) the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution (including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;

    


    (ii) the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;

    


    (iii) there
      shall be any capital reorganization of the Company, or reclassification of
      the
      Common Stock, or consolidation or merger of the Company with or into, or sale
      of
      all or substantially all its assets to, another corporation or entity;
      or

    


    (iv) there
      shall be a voluntary or involuntary dissolution, liquidation or winding-up
      of
      the Company;

    


    then,
      in
      each such case, the Company shall give to the Holder of this Warrant (a) notice
      of the date on which the books of the Company shall close or a record shall
      be
      taken for determining the holders of Common Stock entitled to receive any such
      dividend, distribution, or subscription rights or for determining the holders
      of
      Common Stock entitled to vote in respect of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up and (b) in the case of any such reorganization, reclassification,
      consolidation, merger, sale, dissolution, liquidation or winding-up, notice
      of
      the date (or, if not then known, a reasonable approximation thereof by the
      Company) when the same shall take place. Such notice shall also specify the
      date
      on which the holders of Common Stock shall be entitled to receive such dividend,
      distribution, or subscription rights or to exchange their Common Stock for
      stock
      or other securities or property deliverable upon such reorganization,
      re-classification, consolidation, merger, sale, dissolution, liquidation, or
      winding-up, as the case may be. Such notice shall be given at least 30 days
      prior to the record date or the date on which the Company's books are closed
      in
      respect thereto. Failure to give any such notice or any defect therein shall
      not
      affect the validity of the proceedings referred to in clauses (i), (ii), (iii)
      and (iv) above.

    


    (i) Certain
      Events.
      If any
      event occurs of the type contemplated by the adjustment provisions of this
      Paragraph 4 but not expressly provided for by such provisions, the Company
      will
      give notice of such event as provided in Paragraph 4(e) hereof, and the
      Company's Board of Directors will make an appropriate adjustment in the Exercise
      Price and the number of shares of Common Stock acquirable upon exercise of
      this
      Warrant so that the rights of the Holder shall be neither enhanced nor
      diminished by such event.

    


    (j) Certain
      Definitions. 

     

    
      
        
        

      

      
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    (i) “Market
      Price,”
      as of
      any date, (i) means the average of the last reported sale prices for the shares
      of Common Stock on the Over-the-Counter Bulletin Board (the “OTC
      BB”)
      for
      the five (5) Trading Days immediately preceding such date as reported by
      Bloomberg, or (ii) if the OTC BB is not the principal trading market for the
      shares of Common Stock, the average of the last reported sale prices on the
      principal trading market for the Common Stock during the same period as reported
      by Bloomberg, or (iii) if market value cannot be calculated as of such date
      on
      any of the foregoing bases, the Market Price shall be the fair market value
      as
      reasonably determined in good faith by (a) the Board of Directors of the
      Corporation or, at the option of a majority-in-interest of the Holders of the
      outstanding Warrants by (b) an independent investment bank of nationally
      recognized standing in the valuation of businesses similar to the business
      of
      the corporation. The manner of determining the Market Price of the Common Stock
      set forth in the foregoing definition shall apply with respect to any other
      security in respect of which a determination as to market value must be made
      hereunder.

    


    (ii) "Common
      Stock,"
      for
      purposes of this Paragraph 4, includes the Common Stock, par value $.001 per
      share, and any additional class of stock of the Company having no preference
      as
      to dividends or distributions on liquidation, provided that the shares
      purchasable pursuant to this Warrant shall include only shares of Common Stock,
      par value $.001 per share, in respect of which this Warrant is exercisable,
      or
      shares resulting from any subdivision or combination of such Common Stock,
      or in
      the case of any reorganization, reclassification, consolidation, merger, or
      sale
      of the character referred to in Paragraph 4(c) hereof, the stock or other
      securities or property provided for in such Paragraph.

    


    5. Issue
      Tax.
      The
      issuance of certificates for Warrant Shares upon the exercise of this Warrant
      shall be made without charge to the Holder of this Warrant or such shares for
      any issuance tax or other costs in respect thereof, provided that the Company
      shall not be required to pay any tax which may be payable in respect of any
      transfer involved in the issuance and delivery of any certificate in a name
      other than the Holder of this Warrant.

    


    6. No
      Rights or Liabilities as a Shareholder.
      This
      Warrant shall not entitle the Holder hereof to any voting rights or other rights
      as a shareholder of the Company. No provision of this Warrant, in the absence
      of
      affirmative action by the Holder hereof to purchase Warrant Shares, and no
      mere
      enumeration herein of the rights or privileges of the Holder hereof, shall
      give
      rise to any liability of such Holder for the Exercise Price or as a shareholder
      of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.

    


    7. Transfer,
      Exchange, and Replacement of Warrant.

    


    (a) Restriction
      on Transfer.
      This
      Warrant and the rights granted to the Holder hereof are transferable, in whole
      or in part, upon surrender of this Warrant, together with a properly executed
      assignment in the form attached hereto, at the office or agency of the Company
      referred to in Paragraph 7(e) below, provided, however, that any transfer or
      assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof
      and to the applicable provisions of the Purchase Agreement. Until due
      presentment for registration of transfer on the books of the Company, the
      Company may treat the registered Holder hereof as the owner and Holder hereof
      for all purposes, and the Company shall not be affected by any notice to the
      contrary. 

     

    
      
        
        

      

      
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    (b) Warrant
      Exchangeable for Different Denominations.
      This
      Warrant is exchangeable, upon the surrender hereof by the Holder hereof at
      the
      office or agency of the Company referred to in Paragraph 7(e) below, for new
      Warrants of like tenor representing in the aggregate the right to purchase
      the
      number of shares of Common Stock which may be purchased hereunder, each of
      such
      new Warrants to represent the right to purchase such number of shares as shall
      be designated by the Holder hereof at the time of such surrender.

    


    (c) Replacement
      of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft, or destruction, upon delivery of an indemnity agreement reasonably
      satisfactory in form and amount to the Company, or, in the case of any such
      mutilation, upon surrender and cancellation of this Warrant, the Company, at
      its
      expense, will execute and deliver, in lieu thereof, a new Warrant of like
      tenor.

    


    (d) Cancellation;
      Payment of Expenses.
      Upon the
      surrender of this Warrant in connection with any transfer, exchange, or
      replacement as provided in this Paragraph 7, this Warrant shall be promptly
      canceled by the Company. The Company shall pay all taxes (other than securities
      transfer taxes) and all other expenses (other than legal expenses, if any,
      incurred by the holder or transferees) and charges payable in connection with
      the preparation, execution, and delivery of Warrants pursuant to this Paragraph
      7.

    


    (e) Register.
      The
      Company shall maintain, at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the Holder hereof),
      a
      register for this Warrant, in which the Company shall record the name and
      address of the person in whose name this Warrant has been issued, as well as
      the
      name and address of each transferee and each prior owner of this
      Warrant.

    


    (f) Exercise
      or Transfer Without Registration.
      If, at
      the time of the surrender of this Warrant in connection with any exercise,
      transfer, or exchange of this Warrant, this Warrant (or, in the case of any
      exercise, the Warrant Shares issuable hereunder), shall not be registered under
      the Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      under applicable state securities or blue sky laws, the Company may require,
      as
      a condition of allowing such exercise, transfer, or exchange, (i) that the
      Holder or transferee of this Warrant, as the case may be, furnish to the Company
      a written opinion of counsel, which opinion and counsel are acceptable to the
      Company, to the effect that such exercise, transfer, or exchange may be made
      without registration under said Act and under applicable state securities or
      blue sky laws, (ii) that the Holder or transferee execute and deliver to the
      Company an investment letter in form and substance acceptable to the Company
      and
      (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
      promulgated under the Securities Act; provided that no such opinion, letter
      or
      status as an “accredited investor” shall be required in connection with a
      transfer pursuant to Rule 144 under the Securities Act. The first Holder of
      this
      Warrant, by taking and holding the same, represents to the Company that such
      Holder is acquiring this Warrant for investment and not with a view to the
      distribution thereof. 

     

    
      
        
        

      

      
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    8. Notices.
      All
      notices, requests, and other communications required or permitted to be given
      or
      delivered hereunder to the Holder of this Warrant shall be in writing, and
      shall
      be personally delivered, or shall be sent by certified or registered mail or
      by
      recognized overnight mail courier, postage prepaid and addressed, to such Holder
      at the address shown for such Holder on the books of the Company, or at such
      other address as shall have been furnished to the Company by notice from such
      Holder. All notices, requests, and other communications required or permitted
      to
      be given or delivered hereunder to the Company shall be in writing, and shall
      be
      personally delivered, or shall be sent by certified or registered mail or by
      recognized overnight mail courier, postage prepaid and addressed, to the office
      of the Company at 5501
      Airport Drive, Denison Texas 75020,
      Attention: Chief Executive Officer, or at such other address as shall have
      been
      furnished to the Holder of this Warrant by notice from the Company. Any such
      notice, request, or other communication may be sent by facsimile, but shall
      in
      such case be subsequently confirmed by a writing personally delivered or sent
      by
      certified or registered mail or by recognized overnight mail courier as provided
      above. All notices, requests, and other communications shall be deemed to have
      been given either at the time of the receipt thereof by the person entitled
      to
      receive such notice at the address of such person for purposes of this Paragraph
      8, or, if mailed by registered or certified mail or with a recognized overnight
      mail courier upon deposit with the United States Post Office or such overnight
      mail courier, if postage is prepaid and the mailing is properly addressed,
      as
      the case may be.

    


    9. Governing
      Law.
      THIS
      WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITH SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
      THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED
      STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE
      ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH
      OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY
      WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT
      OR
      PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY
      MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
      OF
      PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL
      AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
      BY
      LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT
      OR
      PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
      SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
      PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR
      ALL
      FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY
      IN CONNECTION WITH SUCH DISPUTE.

     

    
      
        
        

      

      
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    10. Miscellaneous.

    


    (a) Amendments.
      This
      Warrant and any provision hereof may only be amended by an instrument in writing
      signed by the Company and the Holder hereof.

    


    (b) Descriptive
      Headings.
      The
      descriptive headings of the several paragraphs of this Warrant are inserted
      for
      purposes of reference only, and shall not affect the meaning or construction
      of
      any of the provisions hereof.

    


    (c) Remedies.
      The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the Holder, by vitiating the intent and purpose of the
      transaction contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for a breach of its obligations under this Warrant will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of the provisions of this Warrant, that the Holder shall be entitled,
      in
      addition to all other available remedies at law or in equity, and in addition
      to
      the penalties assessable herein, to an injunction or injunctions restraining,
      preventing or curing any breach of this Warrant and to enforce specifically
      the
      terms and provisions thereof, without the necessity of showing economic loss
      and
      without any bond or other security being required.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be signed by its duly authorized
      officer.

     

    
      	 	 	 
	 	
              TACTICAL
                AIR DEFENSE SERVICES, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Mark
              Daniels
	 	Chief Executive Officer


    

    


    Dated
      as
      of March 2, 2007

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    FORM
      OF EXERCISE AGREEMENT


    


    Dated:
      ________ __, 200_

    To: Tactical
      Air Defense Services, Inc.


    


    The
      undersigned, pursuant to the provisions set forth in the Warrant, hereby agrees
      to purchase ________ shares of Common Stock covered by such Warrant, and makes
      payment herewith in full therefor at the price per share provided by such
      Warrant: in cash or by certified or official bank check in the amount of
      $_________. Please issue a certificate or certificates for such shares of Common
      Stock in the name of and pay any cash for any fractional share to:

    

      
        	 	
                Name:______________________________

              
	 	 
	 	
                Signature:
                  _____________________________

              
	 	
                Address:
                  _______________________________

              
	 	
                _______________________________

              
	 	 
	 	
                Note: The
                  above signature should correspond exactly with the name on the
                  face of the
                  within Warrant, if
                  applicable.

              


      

    

    


    and,
      if
      said number of shares of Common Stock shall not be all the shares purchasable
      under the within Warrant, a new Warrant is to be issued in the name of said
      undersigned covering the balance of the shares purchasable thereunder less
      any
      fraction of a share paid in cash.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    FORM
      OF ASSIGNMENT


    


    FOR
      VALUE RECEIVED,
      the
      undersigned hereby sells, assigns, and transfers all the rights of the
      undersigned under the within Warrant, with respect to the number of shares
      of
      Common Stock covered thereby set forth hereinbelow, to:

    

      
        	
                Name
                  of Assignee

              	 	
                Address

              	 	
                No
                  of Shares

              
	 	 	 	 	 


      



    ,
      and
      hereby irrevocably constitutes and appoints ___________________________________
      as agent and attorney-in-fact to transfer said Warrant on the books of the
      within named corporation, with full power of substitution in the
      premises.

    


    


    Dated: ______________,
      200__

    


    

      
        	
                In
                  the presence of:

              	
                _______________________________

              
	 	 
	 	
                Name:
                  _______________________________

              
	 	 
	 	 
	 	
                Signature:_____________________________

              
	 	
                Title
                  of Signing Officer or Agent (if any):

              
	 	
                ______________________________

              
	 	
                Address:
                  ______________________________

              
	 	
                ______________________________

              
	 	
                ______________________________

              
	 	 
	 	
                Note: The
                  above signature should correspond exactly with the name on the
                  face of the
                  within Warrant, if
                  applicable.

              


      



     

    
      
        
        

      

      
        12