Unassociated Document


    Exhibit
10.17

     

    SEPARATION
AGREEMENT & GENERAL RELEASE

     

    THIS
SEPARATION AGREEMENT and GENERAL RELEASE (the “Agreement”) made and entered into
as of this 6th day of July, 2009 by and between DEFENSE SOLUTIONS, INC., (the “Company”) and JOHN
A. LITTLE (“Employee”).

     

    WITNESSETH:

     

    WHEREAS,
Employee has been employed with the Company in recent years; and

     

    WHEREAS,
Employee’s active employment with Company ended effective May 29, 2009;
and

     

    WHEREAS,
the parties desire to set forth their respective rights and obligations in
respect of Employee’s separation of employment from the Company.

     

    NOW,
THEREFORE, in consideration of the covenants and conditions set forth herein,
the parties, intending to be legally bound, agree as follows:

     

    
      	
              1.

            	
              Separation
      Date:  The employment of Employee by the Company, and all
      rights and obligations of both parties, is duly and effectively separated
      on May 29, 2009 (the “Separation Date”), except as expressly set forth in
      this Agreement.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Terms of
      Separation: In consideration of the mutual obligations of Company
      and Employee herein, Company and Employee agree to the
      following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Company will cause its parent company, Defense Solutions Holding, Inc.
      (“DFSH”), to issue non-qualified options to the Employee in lieu of paying
      Employee any deferred compensation, missed payrolls severance or
      separation pay and in consideration of Employee’s agreement to provide
      consulting services pursuant to section 9 below.  The number of
      non-qualified options to be issued to the Employee will be calculated as
      follows:  (Deferred Compensation + Missed Payrolls ($) + Accrued
      Paid Time Off ($) + Separation Pay) / (Closing stock price as of July 1,
      2009 * 10).  The options will be issued pursuant to an agreement
      in substantially the form annexed as Exhibit A hereto.  The
      amount of Deferred Compensation, Missed Payrolls, Separation Pay, Accrued
      Paid Time Off to be used in the calculation set forth above are set forth
      on Exhibit B hereto.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              To
      the extent that Employee holds Incentive Stock Options to acquire shares
      of DFSH common stock granted effective November 14, 2008, the Company will
      cause DFSH to execute an Amended and Restated Incentive Stock Option
      Agreement in substantially the form annexed hereto as Exhibit C which will
      permit the Employee to exercise the Option for a period of twenty-four
      (24) months following the Separation
Date.

            


    


    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              To
      the extent that Employee holds Incentive Stock Options to acquire shares
      of DFSH common stock granted effective April 13, 2009, the Company will
      cause DFSH to execute an amendment to such Incentive Stock Option
      Agreement in substantially the form annexed hereto as Exhibit D which will
      permit the Employee to exercise the Option for a period of twenty-four
      (24) months following the Separation
Date.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Other
      amounts owed to the Employee for unpaid expense reimbursement, unpaid
      401(k) contributions as set forth on Exhibit B will be paid upon the
      earlier of a capital raise by DFSH having gross proceeds of at least
      $1,000,000 or as soon as permitted (in the Company’s sole discretion) by
      the Company’s cash flow..

            


    

     

    
      	
              2.

            	
              Restrictive
      Covenants:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Confidential
      Information.  Employee agrees that his employment with
      the Company has involved access to certain information that the Company
      regards as confidential, privileged or proprietary (the “Confidential
      Information”), pertaining to the business and affairs of the Company,
      including without limitation, information relating to trade secrets,
      products, policies, processes, formulas, operational methods, software,
      programs, research, data, know-how, marketing plans and procedures,
      pricing practices and policies, strategies, customers, clients, vendors
      and suppliers.  Employee understands and agrees that he has
      enjoyed a special position of trust and confidence with the
      Company.  Accordingly, Employee agrees that Employee shall
      not  in any fashion, form or manner, eithis directly or
      indirectly, use, sell, divulge, communicate, furnish or disclose to any
      person, firm, partnership, company, corporation, or other entity, any
      Confidential Information.  Furthermore, the Employee shall
      immediately deliver to the Company, or at any other time the Company may
      request, all memoranda, notes, papers, plans, records, reports, computer
      discs or tapes, printouts and software and other documents and data (and
      copies thereof) (i) prepared by or on behalf of the Company, (ii)
      purchased with Company funds or (iii) in any way relating to the
      Confidential Information, work product or the business of the Company
      which the Employee may then possess or have under his control, whether or
      not such Confidential Information was produced by the Employee’s own
      efforts.  Employee agrees to refrain from copying, retaining or
      distributing copies of any documents relating to such Confidential
      Information.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Remedies for
      Breach.  Employee acknowledges that because of the unique
      and extraordinary nature of the Confidential Information, any breach or
      threatened breach of Employee’s obligations under this Section 3 will give
      rise to irreparable injury to the Company, which injury will be
      inadequately compensable in money damages.  Accordingly,
      Employee agrees that, in addition to any other remedies that may be
      available at law or equity, the Company may seek and obtain injunctive
      relief against the breach or threatened breach of the foregoing
      undertakings.  Employee further agrees that in view of the
      difficulty in ascertaining the damages which might arise from a breach of
      this Section 3, in the event he breaches any portion of this Section 3,
      and notwithstanding any other remedies that may be available under this
      Agreement, or at law or equity, he shall immediately:  (i)
      forfeit any and all rights he may have to receive Separation Pay under
      this Agreement; and (ii) return to the Company any and all Separation Pay
      that may have been paid to Employee under this Agreement. Employee
      acknowledges and agrees that the covenants contained herein are necessary
      for the protection of the Company’s interests and are reasonable in scope
      and context.  All of the Company’s remedies for the breach or
      threatened breach of this Agreement shall be cumulative and the pursuit of
      one remedy shall not be deemed to exclude any other
    remedies.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    In the
event that any action, suit or proceeding at law or in equity is brought by the
Company pursuant to this Agreement to enforce any covenant contained in this
Agreement or to seek money damages for the threatened breach or breach thereof,
and if the Company is successful in such efforts, the Company shall be entitled,
upon demand, to reimbursement from Employee, for any and all expenses incurred
in connection therewith, including without limitation, reasonable attorney’s
fees and costs actually incurred.

     

    
      	
              3.

            	
              Review and Revocation
      Period.  If Employee has not signed and delivered this
      Agreement within twenty-one (21) days of the date first written above, the
      Company, in its discretion, may elect to withdraw the offer set forth in
      this Agreement.  Any revocation within this period must be
      submitted, in writing, to Timothy D. Ringgold, Chief Executive Officer of
      the Company, and must state "I hereby revoke my acceptance of this Mutual
      Separation Agreement and General Release."  The revocation must
      either be personally delivered to Timothy D. Ringgold, or mailed to
      Timothy D. Ringgold at the Company’s offices, and postmarked within seven
      (7) days of execution of this Agreement.  This Agreement shall
      not become effective nor enforceable until the revocation period has duly
      expired.

            


    

     

    
      	
              4.

            	
              General
      Release:  In consideration of the obligations of Company
      herein, Employee releases the Company and its affiliates, parent,
      subsidiaries and related entities, and their present and former directors,
      officers, employees, members, managers, agents, attorneys, successors and
      assigns (collectively the “Released Parties”), from any and all manner of
      actions and causes of action, suits, debts, dues, accounts, bonds,
      covenants, contracts, agreements, judgments, charges, claims and demands
      whatsoever which Employee, his heirs, executors, administrators and
      assigns has, had or may hereafter have against the Released Parties or any
      of them arising out of or by reason of any cause, matter or thing
      whatsoever from the beginning of the world to the date hereof, including
      without limitation any and all matters relating to his employment by the
      Company and the cessation thereof, his Employee benefits, and all matters
      arising under any federal, state or local statute, rule or regulation or
      principle of contract law or common law, including but not limited to
      Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights
      Act of 1866, as amended, the Civil Rights Act of 1991, 42 U.S.C. 2000
      et. seq., the Age
      Discrimination in Employment Act of 1967, as amended, 29 U.S.C. 621 et. seq., the Older
      Workers Benefits Protection Act, the Equal Pay Act, as amended, the
      Americans with Disabilities Act of 1990, 42 U.S.C. 101 et. seq., the
      Federal Family and Medical Leave Act, the Worker Adjustment Restraining
      and Notification Act, the Employee Retirement Income Security Act of 1974,
      as amended, 29 U.S.C. 1001 et. seq., any
      applicable executive order programs, the Federal Fair Labor Standards Act,
      or their state or local counterparts, Pennsylvania Human Relations Act,
      Pennsylvania Wage and Hour laws, the Pennsylvania Whistleblower law, the
      Pennsylvania Wiretapping and Electronic Surveillance Control Act, or laws
      of similar import.  This Agreement includes and covers any type
      of claim or theory whatsoever.  Employee makes this Agreement on
      behalf of himself and all who succeed to his respective rights and
      responsibilities, his or its heirs and
  successors.

            


    
 

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              Return of Company
      Property:  Employee shall return, on or prior to the
      Separation Date, all Company property in his possession including but not
      limited to, laptop computer, cellular phone, corporate liable credit
      cards, security key cards, telephone cards, computer software and
      hardware, pagers, and Company/building identification cards, Company
      records and copies of records, correspondence and copies of correspondence
      and other books or manuals or handbooks issued by the
      Company.  Employee represents and warrants that he has no
      Company records, copies of records, correspondence or copies of
      correspondence. Employee also warrants that he has no debts to the
      Company.  No Separation Pay shall be paid to the Employee until
      all Company property described above is returned by the Employee to the
      Company.

            


    

     

    
      	
              6.

            	
              Confidentiality:  Employee
      agrees that the terms and conditions of this Agreement are confidential
      and that Employee will not disclose the existence of this Agreement or any
      of its terms to any third parties, other than spouse, attorney or as
      required by law or may be necessary to enforce this
      Agreement.  Employee agrees that a breach of this provision
      voids the Company’s obligations
hereunder.

            


    

     

    
      	
              7.

            	
              Non-Disparagement:  Employee
      agrees that he will not publish or communicate to any person or entity any
      disparaging remarks, comments or statements concerning the Company or its
      affiliates and related entities, directors, officers, agents or
      employees.  Employee agrees that a breach of this provision
      voids the Company’s obligations
hereunder.

            


    

     

    
      	
              8.

            	
              Representations and
      Warranties:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Employee
      represents and warrants that he has not filed any charges, claims or
      complaints against the Released Parties, and he represents and warrants
      that he will not initiate or voluntarily participate or assist in any
      charge, claim or complaint filed with, or in any investigation conducted
      by, any federal, state or local agency, legislative body, committee or
      entity of any kind, or in any claim, lawsuit or investigation that may be
      asserted against the Released Parties by other individuals or any federal,
      state of local agency, legislative body, committee or entity of any kind,
      it being understood that this provision does not affect Employee’s legal
      obligation, if any, to appear as a witness if subpoenaed for examination
      before trial or subpoenaed for trial or
hearing.

            


    
 

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Employee
      warrants that he is entering into this Agreement voluntarily, and that,
      except as set forth herein, no promises nor inducements for this Agreement
      have been made, and he is entering into this Agreement without reliance
      upon any statement or representation without by any of the Released
      Parties or any other person, concerning any fact material
      hereto.

            


    

     

    
      	
              9.

            	
              Consulting
      Services.  During the twelve (12) month period following
      the Separation Date, Employee agrees to provide consulting services to the
      Company as reasonably requested by the Company at a per diem rate set
      forth on Exhibit B hereto.

            


    

     

    
      	
              10.

            	
              Right to Consult
      Attorney:  Employee acknowledges that he has hereby been
      advised in writing of his right to consult with an attorney prior to
      signing this Agreement.   Employee represents and warrants
      that he has obtained legal counsel concerning this Agreement, and fully
      understands the terms of this Agreement and that he knowingly and
      voluntarily, of his own free will without any duress, being fully informed
      and after due deliberation, accept its terms and signs the same as his own
      free act.  Employee understands that as a result of entering
      into this Agreement, he will not have the right to asset that the Company
      unlawfully terminated his employment or violated any rights in connection
      with his employment.

            


    

     

    
      	
              11.

            	
              Binding
      Agreement:  This Agreement shall be binding upon and
      shall endure to the benefit of its successors, assigns and legal
      representatives of Company and
Employee.

            


    

     

    
      	
              12.

            	
              No
      Admission:  Company and Employee agree that neither this
      Agreement nor the furnishing of the consideration for this Agreement,
      shall be deemed or construed at any time, for any purpose, as an admission
      by the Company or Employee of any liability or unlawful conduct at any
      time.

            


    

     

    
      	
              13.

            	
              Severability.  If
      any one or more of the provisions of this Agreement shall be determined to
      be invalid, illegal, or unenforceable in any respect for any reason, the
      validity, legality, and enforceability of any such provision in every
      other respect and the remaining provisions of this Agreement shall not in
      any way be impaired.

            


    

     

    
      	
              14.

            	
              Pronouns.  All
      pronouns used herein shall be deemed to refer to the masculine, feminine,
      or neuter gender as the context
requires.

            


    

     

    
      	
              15.

            	
              Counterparts:  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but which together shall constitute one and the same
      instrument.

            


    

     

    
      	
              16.

            	
              Waiver:  No
      waiver of any of the provisions of this Agreement shall be deemed to
      constitute a waiver of any other provision, whether or not similar, nor
      shall any waiver constitute a continuing waiver.  No waiver
      shall be binding unless it shall be made in writing that will be signed by
      the party making the
waiver.

            


    
 

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              17.

            	
              Notices:  Any
      notices, requests and demands and other communications relating to this
      Agreement shall be in writing and shall be effective upon delivery to any
      party hereto in person, by telecopy with confirmation of its receipt, or
      if mailed by certified mail or registered mail, postage
      prepaid:

            


    

     

    If to
Company:                  
Timothy D. Ringgold

    Defense
Solutions, Inc.

    707
Eagleview Boulevard, Suite 100

    Exton,
Pennsylvania  19341

     

    If to
Employee:                   John
A. Little

    1389
Landis Drive

    North
Wales, PA 19454

     

    If any
party to this Agreement or counsel desires to change his/her or its address for
notification, he/she or it shall promptly notify the other parties in writing
via telefax and by first class mail, postage prepaid, of such change of
address.

     

    
      	
              18.

            	
              Entire
      Agreement:  This Agreement constitutes the entire
      agreement between the parties with respect to the subject matter hereof,
      and supersedes any and all prior agreements or understandings between the
      parties arising out of or relating to the Employee’s employment and the
      cessation thereof.  This Agreement may only be changed by
      written agreement executed by the
parties.

            


    

     

    
      	
              19.

            	
              Governing
      Law:  This Agreement shall be governed by the laws of the
      State of New Jersey, without giving effect to the principles of conflicts
      of law.

            


    

     

    
      	
              20.

            	
              Headings:  The
      section headings in this Agreement are inserted as a matter of convenience
      and reference only and are not to be given any effect whatsoever as
      construing any provisions of this
Agreement.

            


    

     

    BY
SIGNING THIS MUTUAL SEPARATION AGREEMENT AND GENERAL RELEASE, EMPLOYEE STATES
THAT:

     

    
      	
               
      

            	
              A.

            	
              EMPLOYEE
      HAS READ IT.

            


    

     

    
      	
               
      

            	
              B.

            	
              EMPLOYEE
      UNDERSTANDS IT AND KNOWS THAT HE IS GIVING UP IMPORTANT RIGHTS, INCLUDING
      BUT NOT LIMITED TO, RIGHTS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF
      1964, AS AMENDED; THE PENNSYLVANIA HUMAN RELATIONS ACT; THE AGE
      DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED; THE OLDER WORKERS
      BENEFITS PROTECTION ACT; UNDER ALL OTHER STATUTES AND LAWS AS MORE
      PARTICULARLY DESCRIBED IN SECTION 4, AND PURSUANT TO ANY OTHER AGREEMENT
      OR CONTRACTS EMPLOYEE MAY HAVE HAD WITH THE
  COMPANY.

            


    

     

    
      	
               
      

            	
              C.

            	
              EMPLOYEE
      AGREES WITH EVERYTHING IN
IT.

            


    
 

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              D.

            	
              EMPLOYEE
      HAS BEEN ADVISED OF HIS RIGHT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      IT, AND THAT HE HAS CONSULTED WITH AN
ATTORNEY.

            


    

     

    
      	
               
      

            	
              E.

            	
              EMPLOYEE
      HAS BEEN GIVEN AT LEAST TWENTY-ONE (21) DAYS TO REVIEW AND CONSIDER THIS
      MUTUAL SEPARATION AGREEMENT AND GENERAL RELEASE BEFORE SIGNING IT, AND HE
      UNDERSTANDS THAT FOR A PERIOD OF SEVEN (7) DAYS AFTER SIGNING IT, HE MAY
      REVOKE HIS ACCEPTANCE OF IT IN THE MANNER PROVIDED FOR IN THIS MUTUAL
      SEPARATION AGREEMENT AND GENERAL
RELEASE.

            


    

     

    
      	
               
      

            	
              F.

            	
              EMPLOYEE
      HAS SIGNED THIS MUTUAL SEPARATION AGREEMENT AND GENERAL RELEASE KNOWINGLY
      AND VOLUNTARILY AND IN CONSIDERATION OF RECEIVING THE SEPARATION PAYMENTS
      AND BENEFITS SET FORTH HEREIN.

            


    

     

    
      	
               
      

            	
              G.

            	
              EMPLOYEE
      AGREES THAT THE PROVISIONS OF THIS SEPARATION AGREEMENT AND GENERAL
      RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN
      INSTRUMENT IN WRITING SIGNED BY EMPLOYEE AND AN AUTHORIZED REPRESENTATIVE
      OF THE COMPANY.

            


    

     

    IN WITNESS WHEREOF, that the
parties hereto have executed this Agreement as of the day and year first above
written.

     

    
      
        
          
            
              
                	  	 	DEFENSE
      SOLUTIONS, INC.
	 
    	 
      	 	 
      
	
                        Dated:  July
      6, 2009

                      	
                        By:

                      	 	 
      
	 
      	
                        Name:

                      	 	
                        Timothy
      D. Ringgold

                      
	 
      	
                        Title:

                      	 	
                        Chief
      Executive Officer

                      


              

            

          

        

         

        
          
            	
                    Dated:  July
      6, 2009

                  	  
      
	 
      	
                    John
      A. Little

                  


          

        

      

    

      

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Exhibit
A

     

    INCENTIVE
STOCK OPTION AGREEMENT

    UNDER
THE

    DEFENSE
SOLUTIONS HOLDING, INC.

    EQUITY
INCENTIVE PLAN

     

    THIS INCENTIVE STOCK OPTION
AGREEMENT (this “Agreement”) is made as of the 6th day of July, 2009,
between Defense Solutions Holding, Inc. (the “Corporation”) and John A. Little
(the “Optionee”).

     

    BACKGROUND

     

    A.           The
Corporation maintains the Defense Solutions Holding, Inc. Equity Incentive Plan
(the “Plan”) for the benefit of its employees, directors and
consultants.

     

    B.           The
Plan permits the award of Options to purchase shares of the Corporation’s Common
Stock, par value $0.001 per share (the “Shares”), subject to the terms of the
Plan.

     

    AGREEMENT

     

    NOW, THEREFORE, in
consideration of these premises and the agreements set forth herein, the
parties, intending to be legally bound hereby, agree as follows:

     

    1.           Award of
Option.  The Corporation hereby grants to the Optionee the
option (the “Option”) to purchase Two Hundred Sixty-Six Thousand Three Hundred
Thirty-Three (266,333) Shares (the “Option Shares”).  The Option is
subject to the terms set forth herein, and in all respects is subject to the
terms, definitions and provisions of the Plan applicable to incentive stock
options, which terms and provisions are incorporated herein by this
reference.  Except as otherwise specified herein or unless the context
herein requires otherwise, the terms defined in the Plan will have the same
meanings herein.

     

    2.           Nature of the
Option.  The Option is intended to be a Non-Qualified Stock
Option.  Notwithstanding the foregoing, the Corporation makes no
representation as to the taxation of the Option and the Corporation has not
advised the Optionee on such matters.

     

    3.           Date of Grant; Expiration of
Option.  The Option is granted as of July 6, 2009 (the
“Effective Date”), and may not be exercised later than July 5,
2019.  Notwithstanding anything to the contrary set forth in the Plan,
this Option shall remain outstanding following the term of the Optionee’s
employment or consulting relationship with the Company for any reason,
including, without limitation, death or Disability.

     

    4.           Option Exercise
Price.  The total cost to the Optionee to purchase, pursuant to
this Agreement, one Share is $.17.

     

    5.           Exercise of
Option.  The Option will be exercisable during its term only in
accordance with the terms and provisions of the Plan and this Agreement, as
follows:
 

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    (a)           Right to
Exercise.  All of the Option Shares shall be exercisable as of
the Effective Date.

     

    (b)           Method of
Exercise.  The Optionee may exercise the Option by providing
written notice to the Corporation stating the election to exercise the Option,
and making such additional representations and agreements as to the Optionee’s
investment intent with respect to the Option Shares as may be required by the
Corporation hereunder or pursuant to the provisions of the Plan.  Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Corporation or such other person as
may be designated by the Corporation.  The written notice shall be
accompanied by (i) payment of the purchase price, and (ii) an executed Market
Standoff Agreement in the form of Appendix I hereto (the “Market Standoff
Agreement”).  Payment of the purchase price shall be by check or such
other consideration and method of payment as may be authorized by the
Corporation’s Board pursuant to the Plan.  The certificate(s) for the
Shares as to which the Option shall be exercised shall be registered in the name
of the Optionee and shall be legended as required under the Plan, the Market
Standoff Agreement and/or applicable law.

     

    (c)           Partial
Exercise.  The Option may be exercised in whole or in part;
provided, however, that any
exercise may apply only with respect to whole numbers of Option
Shares.

     

    (d)           Restrictions on
Exercise.  The Option may not be exercised on an accelerated
basis upon an initial public offering of the Corporation’s
securities.  Upon a Change of Control, the right to exercise the
Option shall be subject to Section 3(d) of the Plan.  The Option may
not be exercised if the issuance of the Option Shares upon such exercise would
constitute a violation of any applicable federal or state securities laws or
other laws or regulations.  The Board shall have the right to
condition the exercise of the Option upon the registration of the Option Shares
under the Securities Act of 1933.  As a further condition to the
exercise of the Option, the Corporation may require the Optionee to make any
representation or warranty to the Corporation as may be required by or advisable
under any applicable law or regulation.

     

    6.           Investment
Representations.  Unless the Option Shares have been registered
under the Securities Act of 1933, in connection with the acquisition of the
Option, the Optionee represents and warrants to the Corporation as
follows:

     

    (a)           The
Optionee is acquiring the Option, and upon exercise of the Option, Optionee will
be acquiring the Option Shares for investment for his own account, not as a
nominee or agent, and not with a view to or for resale in connection with any
distribution thereof.

     

    (b)           The
Optionee has a preexisting business or personal relationship with the
Corporation or one of its directors, officers or controlling persons and by
reason of his business or financial experience, has, and could be reasonably
assumed to have, the capacity to protect his interests in connection with the
acquisition of the Option and the Option Shares.
 

    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    The Board
may require the Optionee to make additional representations upon exercise of the
Option.

     

    7.           Non-Transferability of
Option.  The Option may not be sold, pledged, assigned,
hypothecated, gifted, transferred or disposed of in any manner either
voluntarily or involuntarily by operation of law, other than by will or by the
laws of descent or distribution.  During the Optionee’s lifetime, the
Option is exercisable only the Optionee.  Subject to the foregoing and
the terms of the Plan, the terms of this Option will be binding upon the
executors, administrators, legal guardians, representatives and heirs of the
Optionee, meaning for purposes of this Agreement, both testamentary heirs and
heirs by intestacy.

     

    8.           No Continuation of
Employment.  Neither the Plan nor the Option will confer upon
any Optionee any right to continue in the service of the Corporation or any
Affiliate or Subsidiary of the Corporation, or limit, in any respect, the right
of the Corporation to discharge the Optionee at any time, with or without Cause
and with or without notice.

     

    9.           Withholding.  The
Corporation reserves the right to withhold, in accordance with any applicable
laws, from any consideration payable or property transferable to Optionee any
taxes requires to be withheld by federal, state or local law as a result of the
grant or exercise of this Option or the sale or other disposition of the
Shares.  If the amount of any consideration payable to the Optionee is
insufficient to pay such taxes or if no consideration is payable to the
Optionee, upon the request of the Corporation, the Optionee (or such other
person entitled to exercise this Option pursuant to Section 6 of the Plan) will
pay to the Corporation an amount sufficient for the Corporation to satisfy any
federal, state or local tax withholding requirements applicable to and as a
condition to the grant or exercise of this Option or the sale or other
disposition of the Shares issued upon the exercise of this
Option.  The minimum required withholding obligations may be settled
with Shares, including Option Shares.

     

    10.         The
Plan.  The Optionee has received a copy of the Plan, has read
the Plan and is familiar with its terms, and hereby accepts the Option subject
to all of the terms and provisions of the Plan, as amended from time to
time.  Pursuant to the Plan, the Board is authorized to interpret the
Plan and to adopt rules and regulations not inconsistent with the Plan as it
deems appropriate.  The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan with respect to the Option Shares or any
Agreement related to such Shares.

     

    11.         Optionee
Acknowledgement.  Optionee acknowledges that in the event that
Optionee utilizes the cashless exercise method described above, the Optionee
will be deemed to have (a) exercised the Option with respect to shares
effectively being surrendered in satisfaction of the exercise price and (b) sold
the shares that are deemed to be surrendered in satisfaction of the exercise
price.  As a result, the Optionee would recognize ordinary income on
the deemed exercise price in an amount measured by the difference between the
exercise price of the Option and the fair market value of the shares at the time
of exercise.  Accordingly, if the Optionee utilizes the cashless
exercise method, Optionee will be subject to tax at ordinary income rates with
respect to the deemed sale of shares that are not actually issued to
Optionee.

     


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    12.         Governing
Law.  This Option Agreement will be construed in accordance
with the laws of the State of Nevada, without regard to the application of the
principles of conflicts of laws of Nevada or any other
jurisdiction.

     

    13.         Amendment.  Subject
to the provisions of the Plan, this Agreement may only be amended by a writing
signed by each of the parties hereto.

     

    14.         Entire
Agreement.  This Agreement, together with the Plan and the
other exhibits attached thereto or hereto, represents the entire agreement
between the parties hereto relating to the subject matter hereof, and merges and
supersedes all prior and contemporaneous discussions, agreements and
understandings of every nature relating to the award of Options to Optionee by
the Corporation.

     

    IN
WITNESS WHEREOF, this Agreement has been executed by the parties effective as of
the 6th day of July, 2009.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	 
      	DEFENSE
      SOLUTIONS HOLDING, INC.
	 
      	 
      	 	 
      	 
      
	 
      	
                                              By:

                                            	 	 
      	 
      
	 
      	
                                              Name:

                                            	 	Timothy
      D. Ringgold
	 
      	
                                              Title:

                                            	 	President
	 	 	 	 	 
	 
      	 
      	 	 
      
	 
      	 
      	John
      A. Little	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	Address:	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	1389 Landis Drive	 
      
	 
      	 
      	North Wales, PA  19454	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    THIS
OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES HAVE NOT BEEN
ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED,
EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED
OF, BY GIFT OR OTHERWISE, OR IN ANY WAY ENCUMBERED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR A SATISFACTORY OPINION OF
COUNSEL SATISFACTORY TO DEFENSE SOLUTIONS, INC. THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT AND UNDER APPLICABLE STATE SECURITIES
LAWS.
 

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    Exhibit
B

     

    Compensation
Information

     

    
      
        
          
            	
                    Deferred
      Compensation:

                  	 	$	146,452	 
	 
      	 	 	 	 
	
                    Missed
      Payrolls:

                  	 	$	30,833	 
	 
      	 	 	 	 
	
                    Separation
      Pay:

                  	 	$	185,000	 
	 
      	 	 	 	 
	
                    Accrued
      Paid Time Off (PTO):

                  	 	$	4,981	 
	 
      	 	 	 	 
	
                    Expense
      Reimbursements:

                  	 	$	2,181	 
	 
      	 	 	 	 
	
                    401(k)
      Payments:

                  	 	$	8,479	 
	 
      	 	 	 	 
	
                    Per
      Diem Rate for Consulting Services:

                  	 	$	700	 


          

        

      

    
 

    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    Exhibit
C

     

    Amended
and Restated

    Incentive
Stock Option Agreement

     

    This
Amended and Restated Incentive Stock Option Agreement is made as of this 6th day
of July, 2009 by Defense Solutions Holding, Inc. (the “Corporation”) and John A.
Little (the “Optionee”).

     

    WHEREAS,
Defense Solutions, Inc., a Delaware corporation and a wholly owned subsidiary of
the Corporation (“DSI”), previously granted an incentive stock option (the “DSI
Option”) to the Optionee pursuant to an Incentive Stock Option Agreement dated
as of November 1, 2007;

     

    WHEREAS,
in connection with the merger of DefSol Acquisition Corp. with and into DSI, and
as permitted by the terms of the DSI 2007 Equity Incentive Plan, the Board of
Directors of DSI, effective November 14, 2009, cancelled the DSI Option and
caused the Corporation to issue to the Optionee a new option (the “New Option”)
to purchase Common Stock of the Corporation having terms substantially similar
to the DSI Option, except that the exercise price of the New Option was
established at $.32 per share and the number of shares subject to the New Option
was determined by multiplying the number of shares subject to the DSI Optionby
2.3163;

     

    WHEREAS,
the Corporation wishes to memorialize the grant of the New Option under the
Defense Solutions Holding, Inc. Equity Incentive Plan (the “Plan”) and amend and
restate the terms of the New Option;

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Corporation hereby agrees that:

     

    
      	
              1.

            	
              Award of
      Option.  Effective November 14, 2008, the Corporation has
      granted to the Optionee the option (the “Option”) to purchase Five Hundred
      Seventy-Nine Thousand Seventy-Five (579,075) Shares (the “Option
      Shares”).  The Option is subject to the terms set forth herein,
      and in all respects is subject to the terms, definitions and provisions of
      the Plan applicable to incentive stock options, which terms and provisions
      are incorporated herein by this reference.  Except as otherwise
      specified herein or unless the context herein requires otherwise, the
      terms defined in the Plan will have the same meanings
    herein.

            


    

     

    
      	
              2.

            	
              Nature of the
      Option.  The Option is intended to be an Incentive Stock
      Option.  Notwithstanding the foregoing, the Corporation makes no
      representation as to the taxation of the Option and the Corporation has
      not advised the Optionee on such
matters.

            


    

     

    
      	
              3.

            	
              Date of Grant;
      Expiration of Option.  The Option is granted as of
      November 14, 2008 (the “Effective Date”), and may not be exercised later
      than July 6, 2011.  Notwithstanding anything to the contrary set
      forth in the Plan, this Option shall remain outstanding following the term
      of the Optionee’s employment or consulting relationship with the Company
      for any reason, including, without limitation, death or
      Disability.

            


    
 

    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              Option Exercise
      Price.  The total cost to the Optionee to purchase,
      pursuant to this Agreement, one Share is
$.32.

            


    

     

    
      	
              5.

            	
              Exercise of
      Option.  The Option will be exercisable during its term
      only in accordance with the terms and provisions of the Plan and this
      Agreement, as follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Right to
      Exercise.  All of the Option Shares shall be exercisable
      as of the Effective Date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Method of
      Exercise.  The Optionee may exercise the Option by
      providing written notice to the Corporation stating the election to
      exercise the Option, and making such additional representations and
      agreements as to the Optionee’s investment intent with respect to the
      Option Shares as may be required by the Corporation hereunder or pursuant
      to the provisions of the Plan.  Such written notice shall be
      signed by the Optionee and shall be delivered in person or by certified
      mail to the Secretary of the Corporation or such other person as may be
      designated by the Corporation.  The written notice shall be
      accompanied by (i) payment of the purchase price, (ii) an executed Market
      Standoff Agreement in substantially the form of Appendix I hereto(the
      “Market Standoff Agreement”), and (iii) an executed Stock Restriction
      Agreement in the form of Appendix II hereto (the “Stock Restriction
      Agreement”).  Payment of the purchase price shall be by check or
      such other consideration and method of payment as may be authorized by the
      Corporation’s Board pursuant to the Plan.  The certificate(s)
      for the Shares as to which the Option shall be exercised shall be
      registered in the name of the Optionee and shall be legended as required
      under the Plan, the Stock Restriction Agreement, the Market Standoff
      Agreement and/or applicable law.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Partial
      Exercise.  The Option may be exercised in whole or in
      part; provided, however, that
      any exercise may apply only with respect to whole numbers of Option
      Shares.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Restrictions on
      Exercise.  The Option may not be exercised on an
      accelerated basis upon an initial public offering of the Corporation’s
      securities.  Upon a Change of Control, the right to exercise the
      Option shall be subject to Section 3(d) of the Plan.  The Option
      may not be exercised if the issuance of the Option Shares upon such
      exercise would constitute a violation of any applicable federal or state
      securities laws or other laws or regulations.  The Board shall
      have the right to condition the exercise of the Option upon the
      registration of the Option Shares under the Securities Act of
      1933.  As a further condition to the exercise of the Option, the
      Corporation may require the Optionee to make any representation or
      warranty to the Corporation as may be required by or advisable under any
      applicable law or regulation.

            


    

     

    
      	
              6.

            	
              Investment
      Representations.  Unless the Option Shares have been
      registered under the Securities Act of 1933, in connection with the
      acquisition of the Option, the Optionee represents and warrants to the
      Corporation as follows:

            


    
 

    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              The
      Optionee is acquiring the Option, and upon exercise of the Option,
      Optionee will be acquiring the Option Shares for investment for his own
      account, not as a nominee or agent, and not with a view to or for resale
      in connection with any distribution
thereof.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Optionee has a preexisting business or personal relationship with the
      Corporation or one of its directors, officers or controlling persons and
      by reason of his business or financial experience, has, and could be
      reasonably assumed to have, the capacity to protect his interests in
      connection with the acquisition of the Option and the Option
      Shares.

            


    

     

    The Board
may require the Optionee to make additional representations upon exercise of the
Option.

     

    
      	
              7.

            	
              Non-Transferability of
      Option.  The Option may not be sold, pledged, assigned,
      hypothecated, gifted, transferred or disposed of in any manner either
      voluntarily or involuntarily by operation of law, other than by will or by
      the laws of descent or distribution.  During the Optionee’s
      lifetime, the Option is exercisable only the Optionee.  Subject
      to the foregoing and the terms of the Plan, the terms of this Option will
      be binding upon the executors, administrators, legal guardians,
      representatives and heirs of the Optionee, meaning for purposes of this
      Agreement, both testamentary heirs and heirs by
  intestacy.

            


    

     

    
      	
              8.

            	
              No Continuation of
      Employment.  Neither the Plan nor the Option will confer
      upon any Optionee any right to continue in the service of the Corporation
      or any Affiliate or Subsidiary of the Corporation, or limit, in any
      respect, the right of the Corporation to discharge the Optionee at any
      time, with or without Cause and with or without
  notice.

            


    

     

    
      	
              9.

            	
              Withholding.  The
      Corporation reserves the right to withhold, in accordance with any
      applicable laws, from any consideration payable or property transferable
      to Optionee any taxes requires to be withheld by federal, state or local
      law as a result of the grant or exercise of this Option or the sale or
      other disposition of the Shares.  If the amount of any
      consideration payable to the Optionee is insufficient to pay such taxes or
      if no consideration is payable to the Optionee, upon the request of the
      Corporation, the Optionee (or such other person entitled to exercise this
      Option pursuant to Section 6 of the Plan) will pay to the Corporation an
      amount sufficient for the Corporation to satisfy any federal, state or
      local tax withholding requirements applicable to and as a condition to the
      grant or exercise of this Option or the sale or other disposition of the
      Shares issued upon the exercise of this Option.  The minimum
      required withholding obligations may be settled with Shares, including
      Option Shares.

            


    

     

    
      	
              10.

            	
              The
      Plan.  The Optionee has received a copy of the Plan, has
      read the Plan and is familiar with its terms, and hereby accepts the
      Option subject to all of the terms and provisions of the Plan, as amended
      from time to time.  Pursuant to the Plan, the Board is
      authorized to interpret the Plan and to adopt rules and regulations not
      inconsistent with the Plan as it deems appropriate.  The
      Optionee hereby agrees to accept as binding, conclusive and final all
      decisions or interpretations of the Board upon any questions arising under
      the Plan with respect to the Option Shares or any Agreement related to
      such Shares.

            


    
 

    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              Optionee
      Acknowledgement.  Optionee acknowledges that in the event
      that Optionee exercises the Option at any time after the three month
      period following the date of this Amended and Restated Incentive Stock
      Option Agreement, the Option will not be treated as an “incentive stock
      option” under Section 422 of the Internal Revenue Code of 1986, as amended
      and Optionee will be taxed at ordinary income tax rates upon any such
      exercise in an amount equal to the amount by which the fair market value
      of a Share of Common Stock exceeds the per share exercise
      price.

            


    

     

    
      	
              12.

            	
              Governing
      Law.  This Option Agreement will be construed in
      accordance with the laws of the State of Nevada, without regard to the
      application of the principles of conflicts of laws of Nevada or any other
      jurisdiction.

            


    

     

    
      	
              13.

            	
              Amendment.  Subject
      to the provisions of the Plan, this Agreement may only be amended by a
      writing signed by each of the parties
hereto.

            


    

     

    
      	
              14.

            	
              Entire
      Agreement.  This Agreement, together with the Plan and
      the other exhibits attached thereto or hereto, represents the entire
      agreement between the parties hereto relating to the subject matter
      hereof, and merges and supersedes all prior and contemporaneous
      discussions, agreements and understandings of every nature relating to the
      award of Options to Optionee by the
Corporation.

            


    
 

    
      
         


      

      
        C-4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Agreement has been executed by the parties effective as of
the 6th day of July, 2009.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 
      	 
      	DEFENSE
      SOLUTIONS HOLDING, INC.	 
	 	 	 	 	 
	 
      	
                                                          By:

                                                        	 	 
      	 
	 
      	
                                                          Name:

                                                        	 	
                                                          Timothy
      D. Ringgold

                                                        	 
	 
      	
                                                          Title:

                                                        	 	
                                                          President

                                                        	 
	 	 	 	 	 
	 
      	 
      	 	 
	 
      	 
      	John
      A. Little	 
	 	 	 	 	 
	 
      	 
      	Address:	 
	 	 	 	 	 
	 
      	 
      	1389 Landis Drive	 
	 
      	 
      	North Wales, PA  19454	 


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    THIS
OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES HAVE NOT BEEN
ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED,
EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED
OF, BY GIFT OR OTHERWISE, OR IN ANY WAY ENCUMBERED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR A SATISFACTORY OPINION OF
COUNSEL SATISFACTORY TO DEFENSE SOLUTIONS, INC. THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT AND UNDER APPLICABLE STATE SECURITIES
LAWS.
 

    
      
         


      

      
        C-5

        
          

        

      

      
         


      

    


    Exhibit
D

     

    Amendment
to

    Incentive
Stock Option Agreement

     

    This
Amendment to Incentive Stock Option Agreement is made as of this 6th day of
July, 2009 by Defense Solutions Holding, Inc. (the “Corporation”) and John A.
Little (the “Optionee”).

     

    WHEREAS,
the Corporation has previously granted an incentive stock option (the “Option”)
to the Optionee pursuant to an Incentive Stock Option Agreement dated as of
April 13, 2009;

     

    WHEREAS,
the Corporation wishes to permit the Optionee to exercise the Option at any time
during the twenty-four (24) month period following the date hereof;

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Corporation hereby agrees that:

     

    
      	
              15.

            	
              Amendment of
      Option.  Section 3 of to the Option Agreement is hereby
      amended and restated to read in its entirety as
  follows:

            


    

     

    
      	
               
      

            	
              “3.

            	
              Date of Grant;
      Expiration of Option.  The Option is granted as of April
      13, 2009, and may not be exercised later than July 5,
      2011.  Notwithstanding anything to the contrary set forth in the
      Plan, this Option shall remain outstanding following the terms of
      Optionee’s employment or consulting relationship with the Company for any
      reason, including death or
Disability.”

            


    

     

    
      	
              16.

            	
              Optionee
      Acknowledgement.  Optionee acknowledges that in the event
      that Optionee exercises the Option at any time after the three month
      period following the date of this Amendment to Incentive Stock Option
      Agreement, the Option will not be treated as an “incentive stock option”
      under Section 422 of the Internal Revenue Code of 1986, as amended and
      Optionee will be taxed at ordinary income tax rates upon any such exercise
      in an amount equal to the amount by which the fair market value of a Share
      of Common Stock exceeds the per share exercise
  price.

            


    

     

    IN
WITNESS WHEREOF, the parties hereby have executed this Amendment to Incentive
Stock Option Agreement as of the date first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	Defense
      Solutions Holding, Inc.	 
	 	 	 	 	 
	 
      	
                                      By:

                                    	 	 
      	 
	 
      	
                                      Name:

                                    	 	
                                      Timothy
      D. Ringgold

                                    	 
	 
      	
                                      Title:

                                    	 	
                                      President

                                    	 
	 	 	 	 	 
	 
      	 
      	 	 
      	 
	 
      	 
      	John
      A. Little	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    
 

    
      
         


      

      
        D-1