EMPLOYMENT
AGREEMENT




This
employment agreement (this “Agreement”) is made and entered into by Tactical Air
Defense Services, Inc., a Nevada corporation whose registered place of business
is 1515 Perimeter Rd., West Palm Beach, FL 33406 (hereinafter, the "Company"),
and Michael Cariello, a Florida resident (hereinafter referred to as
“Employee”).  This Agreement shall replace and supersede the
employment agreement between the Company and Employee dated June 8, 2009, and is
in connection with the employment of Employee by the Company subject to the
terms and conditions of this Agreement.






In
consideration of the mutual covenants set forth below, the Company agrees to
employ Employee, and Employee agrees to be employed by the Company, commencing
January 1, 2010 (hereinafter, the “Effective Date”), and as set forth in this
Agreement.






1.           DESCRIPTION
OF DUTIES






A.           Position






Employee
shall be employed as Chief Operating Officer of the Company and in such other
capacities as may be mutually agreed upon from time to time by the Company and
Employee.  Employee may be removed or terminated only by the majority
of the Board of Directors of the Company.






B.           Essential
Job Functions and Duties






Employee
shall perform such duties as are customarily performed by other persons in
similar such positions.






C.           Duty
of Loyalty and Best Efforts






Employee
shall devote his/her attention, knowledge, and skills to the Company's business
interests, and shall do so in good faith and with best
efforts.  Notwithstanding the above, the Company acknowledges and
agrees that Employee may become employed by additional companies (the
“Additional Companies”) in any capacity whatsoever, so long as Employee’s
devotion of such attention, knowledge, and skills do not substantially interfere
with Employee’s duty of loyalty and best efforts to the
Company.  Employee agrees to refrain from any interest or
participation, of any kind whatsoever, in any business directly competitive to
the Company’s business, for a term of one (1) year from the termination or
expiration of this Agreement.






D.           Place
of Employment






The
Company agrees that Employee, in his/her sole discretion, shall in good faith
determine his/her place of employment.  Notwithstanding the foregoing,
Employee acknowledges that his/her presence shall be required from time-to-time
at the registered place of business of the Company, or at such other location as
may be determined by the Company, at the expense of the Company.






2.
            COMPENSATION
      TERMS






A.           Base
Salary






Employee
shall receive a base salary (the “Base Salary”), of one hundred and
twenty-thousand dollars ($120,000) per year, payable bi-weekly on the 15th and
30th of
each month, in arrears.  Notwithstanding the above, it is hereby
agreed between the parties that at the end of each calendar quarter, Employee
shall be issued a convertible promissory note (a “Note”) equal to the amount of
any accrued and unpaid Base Salary, which Note shall have a term of three (3)
years, an annual interest rate of twelve (12%) percent, shall be convertible
into shares of common stock of the Company at a conversion price equal to the
lowest price of any shares of common stock of the Company sold or issued during
the term of this Agreement or of said Note, and shall have full ratchet
anti-dilution protection.






B.           Stock
Incentive




Employee
shall be given an initial grant of 50,000,000 fully-vested shares of common
stock of the Company, as an inducement to enter into this Agreement




C.           Performance
Bonus






In
connection with each calendar year, partial or otherwise, in which Employee is
employed by the Company, Employee shall participate in a management bonus pool
(the “MBP”), the terms and conditions of which MBP shall be determined by the
Board of Directors of the Company.






D.           Exempt
Status






Employee
understands that at all times he/she is employed as an independent contractor
and, therefore, he/she is not entitled to overtime wages.  Employee
shall not receive overtime compensation for the services performed under this
Agreement, unless specifically agreed to in writing.






E.           Expense
Reimbursement






Employee
shall be entitled to reimbursement of any or all reasonably incurred expenses
incurred in the performance of the functions and duties under this
Agreement.  In order to receive reimbursement, Employee must timely
provide the Company with an itemized account of all expenditures, along with
suitable receipts therefore.






3.           BENEFITS






A.           Health
Insurance






The
Company agrees that upon the Effective Date, Employee shall be eligible to
participate in the Company health insurance plan (the “Company Plan”), if such
Company Plan is in-place.  In the event that a Company Plan is
in-place, the Company agrees to pay the cost of an individual policy for
Employee.  Should Employee choose to add additional family members to
the Company Plan, any such additional costs shall be at the sole expense of
Employee, and shall be deducted from Employee’s Base Salary.  In the
event that a Company Plan is not in-place or if Employee chooses to not
participate in a Company Plan, the Company shall reimburse Employee up to $500
per month for his/her out-of-pocket costs for any other individual health
insurance plan or medical expenses.






B.           Vacation






Employee
is entitled to up to four (4) weeks of paid vacation per year, which if unused
shall accrue.






4.           TERM
OF EMPLOYMENT






Employee’s
employment with the Company is for a term of one (1) year from the Effective
Date.






5.           COVENANTS






A.
            Non-Disclosure
      of Trade Secrets and Other Proprietary
  Information






Employee
agrees not to use, disclose, or communicate, in any manner, proprietary
information about the Company, its operations, clientele, or any other
proprietary information, that relate to the business of the
Company.  This includes, but is not limited to, the names of the
Company’s customers, clients, vendors, employees, or independent contractors, or
any other information of any kind which would be deemed confidential or
proprietary information of the Company.






B.           Non-Solicitation
Covenant






Employee
agrees that for a period of two (2) years following termination of employment,
for any reason whatsoever, Employee will not solicit, including but not limited
to the following: customers, clients, vendors, employees, or independent
contractors, of the Company.






6.
            INDEMNIFICATION
      FOR THIRD PARTY CLAIMS




The
Company agrees to indemnify and hold harmless Employee to the fullest extent
permitted by law, from and against any and all losses, claims, damages,
liabilities, obligations, penalties, judgments, awards, costs, expenses, and
disbursements (and any and all actions, suits, proceedings and investigations in
respect thereof and any and all legal and other costs, expenses and
disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise), including, without limitation, the costs, expenses, and
disbursements, as and when incurred, of investigating, preparing, or defending
any such action, suit, proceeding, or investigation (whether or not in
connection with litigation in which Employee is a party), directly or
indirectly, caused by, relating to, based upon, arising out of, or in connection
with, Employee’s acting for the Company, including, without limitation, any act
or omission by Employee in connection with his/her acceptance of or the
performance or nonperformance of his/her duties and obligations under this
Agreement, provided, however, such indemnification shall not apply to any
portion of any such loss, claim, damage, obligation, penalty, judgment, award,
liability, cost, expense, or disbursement to the extent it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal) to
have resulted primarily and directly from the gross negligence or willful
misconduct of Employee.




If any
action, suit, proceeding, or investigation is commenced, as to which Employee
proposes to demand indemnification, he/she shall notify the Company with
reasonable promptness.  Employee shall have the right to retain
counsel of his/her own choice to represent him/her, which counsel shall be
reasonably acceptable to the Company, and the Company shall pay the fees,
expenses, and disbursements of such counsel, and such counsel shall, to the
extent consistent with its professional responsibilities, cooperate with the
Company and any counsel designated by the Company.  The Company shall
be liable for any settlement of any claim against Employee.  The
Company shall not, without the prior written consent of Employee, settle or
compromise any claim, or permit a default or consent to the entry of any
judgment in respect thereof, unless such settlement, compromise, or consent
includes, as an unconditional term thereof, the giving by the claimant to
Employee of an unconditional and irrevocable release from all liability in
respect of such claim.






Neither
termination nor completion of the employment of Employee shall affect these
Indemnification Provisions which shall then remain operative and in full force
and effect.






7.
            ATTORNEYS’
      FEES AND COSTS






Employee
and the Company agree that should any action be instituted by either party
against the other regarding the enforcement of the terms of this Agreement, the
prevailing party will be entitled to all of its expenses related to such
litigation including, but not limited to, reasonable attorneys' fees and costs,
both before and after judgment.






8.
            COUNTERPARTS






For the
convenience of the parties, any number of counterparts of this Agreement may be
executed by the parties hereto.  Each such counterpart shall be, and
shall be deemed to be, an original instrument, but all such counterparts taken
together shall constitute one and the same Agreement.






9.
            MISCELLANEOUS
      PROVISIONS






A.           Notices






The
parties agree that any notices that are required to be given under this
Agreement shall be given in writing, sent by certified mail, return receipt
requested, to the principal place of business of the Company or residence of
Employee as set forth herein.






B.           Modifications






This
Agreement embodies the entire agreement and understanding of the parties hereto
and supersedes any and all prior agreements, arrangements, and understanding
relating to the matters provided for herein.  Any modifications to
this Agreement may only be done in writing and must be signed by an officer of
the Company and Employee.






C.           Severability
of Agreement






To the
extent that any provision hereof is deemed unenforceable, all remaining
provisions of this Agreement shall not be affected thereby and shall remain in
full force and effect.






D.           Waiver
of Breach






The
waiver by the Company of a breach of any provision of this Agreement by Employee
shall not operate as a waiver of any subsequent breach by the
Employee.  No waiver shall be valid unless placed in writing and
signed by an officer of the Company.






E.           Choice
of Law, Jurisdiction and Venue






Employee
agrees that this Agreement shall be interpreted and construed in accordance with
the laws of the State of Florida, and that any claims brought against the
Company related to the terms or conditions of employment shall be brought within
a court of competent jurisdiction within the county of Miami-Dade,
Florida.  Employee also consents to jurisdiction of any claims by the
Company related to the terms or conditions of employment by a court of competent
jurisdiction within the county of Miami-Dade, Florida.






Agreed to
on this _____ day of ___________________, 2010, by and between:












Michael
Cariello (“Employee”)











Tactical
Air Defense Services, Inc. (“Company”)


Alexis
Korybut, President and CEO