Letter Agreement


 


April 29, 2012


 


Anthony R. Bocchichio


10771 Hawks Vista Street


Plantation, FL 33324


 


Dear Mr. Bocchichio:


 


On behalf of World
Surveillance Group Inc. (the “Company”), I would like to invite you to join the Company’s Board of Directors
as Chairman on the terms set forth below. I believe that your knowledge and experience will be an invaluable addition to the Company.


 


As compensation for
your first year of service as a director and Chairman of the Board, the Company will (i) pay you $60,000 in cash, payable in 12
monthly installments of $5,000 with the first payment due upon the signing of this Letter Agreement, and (ii) issue you 5,000,000
fully paid and non-assessable shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”),
such shares to be subject to the restrictions of Rule 144 promulgated pursuant to the Securities Act of 1933, as amended (the “Securities
Act”).


 


You are being added
to the Board of Directors as a Class II Director whose term shall expire at the 2012 Annual Meeting of Stockholders of the Company
which is to be held on July 24, 2012, unless reelected as a director by the shareholders of the Company at that time. We plan on
having at least monthly Board meetings, some of which will be in person and others to be telephonic. All of your travel and accommodation
expenses reasonably incurred in connection with in-person Board meetings will be reimbursed by the Company.


 


The Company does not
yet have Directors and Officers liability insurance but is working to procure such insurance and will continue to use commercially
reasonable efforts to do so.


 


Attached for your review,
please find an Indemnification Agreement with the Company and copies of the Company’s Insider Trading Policy, Code of Ethics
and Business Conduct, and Related Party Transaction Policy, which as a director of the Company you will be subject to. As the Company
is publicly traded, you will also be subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) which requires, among other things, you to file Forms 3, 4 and 5s and comply with the short-swing profit rules –
attached is a brief memo that discusses such rules. Please do not hesitate to contact me or our General Counsel, Barbara Johnson,
if you have any questions.


 


You acknowledge that
you (a) understand the requirements of and the general terms under which you will serve as a director of the Company, (b) understand
that as a director you will have a fiduciary duty to the Company and agree that you will at all times act in the Company’s
best interests while acting in your capacity as a director of the Company, (c) will do your best to attend Board meetings and any
meetings of committees of which you are then a member, (d) have read and will adhere to the Company’s Insider Trading Policy,
Code of Ethics and Business Conduct, and Related Party Transaction Policy, (e) will comply with all applicable state and federal
laws and regulations, including Sections 10 and 16 of the Exchange Act and the rules promulgated thereunder, (f) will act in accordance
with the Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws, as both may be amended from time
to time, and the corporate law of the State of Delaware, (g) agree to hold all information and Board materials supplied to you
regarding the Company in the strictest confidence and to not disclose such information or materials to any third party or use such
information or materials other than in your capacity as a member of the Board of Directors of the Company, and (h) have no agreement
which would be violated by your service as a director of the Company and you agree not to enter into any agreement while you are
a director that creates a conflict of interest with this letter agreement.


 






    	 



    	 	



    
 


If you are in agreement
with these terms, I would appreciate it if you would execute two original copies of this letter agreement, which will also reflect
your receipt and understanding of your obligations pursuant to the above identified policies and rules. Please keep one copy of
the letter agreement for your records, and return the other copy of the letter agreement to Barbara Johnson.


 


We very much look forward
to working with you.


 


 


	Very Truly Yours,	 	 	 	 
	 	 	 	 	 
	World Surveillance Group Inc.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Glenn D. Estrella	 	 	 	 
	 	Glenn D. Estrella	 	 	  	 
	 	President and CEO	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Accepted and
Agreed,	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	/s/ Anthony
R. Bocchichio	 
	 	 	 	 	Anthony
R. Bocchichio