INDEPENDENT
CONTRACTOR AGREEMENT


  


THIS INDEPENDENT CONTRACTOR
AGREEMENT (the "Agreement") is made and entered into this 29th day of July, 2013 (the "Effective Date") by
and between Lighter Than Air Systems Corp., a Florida corporation duly organized under law and having a place of business at 11653
Central Parkway, Jacksonville, FL 32224 (hereinafter referred to as “LTAS"), US Technik, Inc., a Colorado corporation
duly organized under law and having a place of business at 3472 Research Parkway, Suite 104-235, Colorado Springs, CO 80920 (hereinafter
referred to as "Contractor"), and World Surveillance Group Inc., a Delaware corporation duly organized under law and
having a place of business at State Road 405, Building M6-306A, Room 1400, Kennedy Space Center, Florida 32815 (hereinafter referred
to as “WSGI”, and together with LTAS, the “Companies”, and all together with the Contractor, the “Parties”).


 


WHEREAS, the Companies wish to engage Contractor
to provide the services described herein and Contractor agrees to provide the services for the compensation and otherwise in accordance
with the terms and conditions contained in this Agreement.


 


WHEREAS, for purposes of this Agreement,
the term “Contractor” shall include US Technik, Inc. and its successors and permitted assigns.


 


NOW THEREFORE, in consideration of the foregoing,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed
to, the Parties, intending to be legally bound, agree to the terms set forth below.


 


		1.	TERM.



 


(a)          Commencing as of the Effective Date and continuing
until the date this Agreement is terminated (the “Termination Date”) by any Party pursuant to the terms hereto (the
“Term”), Contractor agrees that it will provide the services set forth below in Sections 2, 3 and 4 to the Companies.


 


(b)          This Agreement and Contractor’s engagement
hereunder may be terminated for any reason or for no reason by either the Companies or Contractor upon 10 days written notice by
either to the other.


 


(c)          Upon termination of this Agreement, no Party shall
have any further obligations under this Agreement, except (i) to pay any fees owing before such termination, (ii) for fees the
Companies are obligated to pay Contractor during the Tail Period (as defined below), and (iii) for the obligations that by their
terms survive this termination as noted in Section 16 hereof.


 






    	 



    	 



    

 


		2.	SALES.



 


(a)          Duties. Contractor hereby agrees that, during
the Term, it shall act as a non-exclusive sales contractor for the Companies throughout the United States and internationally in
regard to its efforts to secure commercial contracts for the Companies’ products (the “Sales Services”). Contractor
will introduce to the Companies prospective customers, and such prospective customers so introduced to the Companies by Contractor
shall be set forth on Exhibit A hereto (the “Contacts”), as shall be updated by the Parties from time to time.
Contractor shall not provide any non-public information or materials regarding the Companies or their respective parent or affiliated
companies to any third party unless such information or materials are approved in advance by the Companies and the third party
has entered into a confidentiality or non-disclosure agreement reasonably satisfactory to the Companies. The Companies shall have
the exclusive right to negotiate the terms and conditions of any proposed commercial transaction with a customer, but Contractor
agrees to participate in such discussions or negotiations and provide all other sales support services reasonably necessary to
result in a contract if requested by the Companies as part of the Sales Services with fees to be paid pursuant to Section 2(b)
below. Contractor agrees to actively and diligently use its best efforts to promote the sale of the Companies’ products during
the Term.


 


		(b)	Fees.



 


(i)         Subject to the provisions hereof, if a Company enters
into a contract for the sale of any of the Companies’ products with any of the Contacts introduced to the Companies by Contractor
pursuant to the performance of the Sales Services hereunder and listed on Exhibit A hereto either during the Term of this
Agreement or during the one (1) year period following the Termination Date (the “Tail Period”), such Company shall
pay Contractor fees as set forth on Exhibit B hereto. If Contractor receives a fee relating to a contract pursuant to this
Section 2(b), Contractor agrees that no additional fee under Section 3(b) shall be paid to Contractor on or relating to the same
contract.


 


(ii)        The Company agrees to make the payments required
by Section 2(b) hereof to Contractor within fifteen (15) business days of receipt by the Company of revenue pursuant to a contract
with such a Contact, by wire transfer of funds to an account designated by Contractor on Exhibit C attached hereto.


 


(iii)       Contractor shall be entitled
to reimbursement for all reasonable travel expenses, which were approved by the Companies prior to their incurrence, incurred in
the performance of the Sales Services, within fifteen (15) business days of the completion and submission of supporting appropriate
written statements and receipts.


  


		3.	SALES SUPPORT SERVICES.



 


(a)          Duties and Services. Contractor hereby agrees
that, during the Term, it shall provide sales services and support to the Companies as reasonably requested by a Company or as
reasonably necessary to lead to the sale of the Companies’ products in the form of, among other things, acting on the Companies’
behalf at marketing events, trade shows, and potential customer presentations and meetings, marketing of the Companies’ products,
and providing demonstrations of the Companies’ products (“Sales Support Services”) at the rate of $100 per hour.


 






    	 



    	 



    

 


		(b)	Fees.



 


(i)         The Company agrees to make the payments required
by Section 3(b) hereof to Contractor within fifteen (15) business days of the completion of the Sales Support Services by wire
transfer of funds to an account designated by Contractor on Exhibit C attached hereto.


 


(ii)        Contractor shall be entitled
to reimbursement for all reasonable travel expenses, which were approved by the Companies prior to their incurrence, incurred in
the performance of the Sales Support Services, within fifteen (15) business days of the completion and submission of supporting
appropriate written statements and receipts.


 


		4.	FIELD SERVICES AND TRAINING.



 


(a)          Duties and Services. Contractor hereby agrees
that, during the Term, it shall have a right of first refusal (as set forth below) to provide post contract, field services support,
operations support and training to the Companies’ customers relating to all of the Companies’ products (“Field
Services,” and together with Sales Services and Sales Support Services, the “Services”), which Field Services
shall include, among other things, preparation of all training materials and manuals, delivery and initial training on products,
advanced training programs, live product exercises, and/or operations support, on a project-by-project basis. Contractor hereby
agrees that it shall not solicit for or provide any field services support, operations support or training to customers of the
Companies that are not Contacts, without the prior written consent of the Companies.


 


(b)          Process. In the event a Company receives a
contract, including a contract from a Contact, for the provision by it of any post customer contract operations support, field
services or training, such Company shall deliver to Contractor, at least 20 days prior to the date such services are proposed to
be rendered (or such shorter period as the Company may have), a written SOW describing such services, including the terms and conditions
thereof and the compensation therefor, and providing Contractor an option during the 10 day period following delivery of such notice
to agree to provide such services on the terms and conditions set forth therein. If Contractor declines such option or fails to
respond to such Company within the time period set forth above, such Company may engage another entity to provide such services
on substantially the terms and conditions set forth in the SOW.


 


		(c)	Fees.



 


(i)         The fees to be paid to Contractor for any Field Services
shall be as set forth in the written SOW or as otherwise agreed between the Parties. The Company agrees to make the payments required
by Section 4(b) hereof to Contractor within fifteen (15) business days of the completion of the Field Services as set forth on
the SOW, by wire transfer of immediately available funds to an account designated by Contractor on Exhibit C attached hereto.


 






    	 



    	 



    

 


(ii)        Contractor shall be entitled
to reimbursement for all reasonable travel expenses, which were approved by the Companies prior to their incurrence, incurred in
the performance of the Field Services, within fifteen (15) business days of the completion and submission of supporting appropriate
written statements and receipts.


 


		5.	REPRESENTATIONS AND WARRANTIES.



 


(a)          Contractor agrees that all Services will be rendered
by it as an independent contractor and that this Agreement does not create an employer-employee relationship, agency, partnership,
co-venturer or other similar relationship between Contractor and the Companies, any law of any jurisdiction to the contrary notwithstanding,
and that the Companies will not incur any liability as a result of Contractor’s actions hereunder. Contractor shall at all
times disclose that it is an independent contractor of the Companies and will not hold itself out as, or represent to any third
party that it is, an agent, partner, officer, director, co-venturer, representative or employee of the Companies in connection
with this Agreement or the performance of the Services hereunder or otherwise. Contractor shall have no power to enter into any
agreement on behalf of, or otherwise bind, the Companies, and Contractor shall not enter into any contract or commitment on behalf
of the Companies.


 


(b)          Contractor represents and warrants to the Companies
that all Services, work and deliverables to be performed hereunder shall be performed by it in a professional and workmanlike manner
in accordance with the highest industry standards and on a timely basis.


 


(c)          Contractor represents and warrants to the Companyies
that (i) it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement;
and (ii) the execution and performance of this Agreement will not violate any policies or procedures of any other person or entity
for which it performs any services concurrently with those performed herein.


 


(d)          Contractor
acknowledges that by the very nature of its relationship with the Companies, it, from time to time, may have knowledge of or access
to material non-public information of LTAS and WSGI, as such term is defined in the Securities Act of 1933, as amended. Contractor
agrees and covenants that (i) it will not make any purchases, sales or other transactions in the securities of WSGI based on or
while in possession of any material non-public information, and (ii) it will use its best efforts to safeguard and prevent the
dissemination of such material non-public information to third parties. 


 


(e)          Contractor agrees that at any time and from time
to time, upon the request of the Companies, to do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged
and delivered, all such further acts, documents and instruments as may be required to effect any of the transactions contemplated
by this Agreement at the agreed upon rate as specified in Section 3(a).


 


(f)           Contractor agrees that at all times in the performance
of the Services, it will neither undertake nor cause, nor permit to be undertaken, any activity which either (i) is illegal under
any laws, decrees, rules, orders or regulations in effect in either the United States or any other country in which the Companies
have a business interest; or (ii) would have the effect of causing the Companies to be in violation of any laws, decrees, rules,
orders or regulations in effect in either the United States or any other country in which the Companies have a business interest.
In the performance of the Services, Contractor will at all times act in the best interests of the Companies.


 






    	 



    	 



    

 


		6.	CONFIDENTIALITY; PROPRIETARY RIGHTS. The Contractor agrees that during the Term and thereafter:



 


(a)          The Contractor will not at
any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as required
in connection with the performance of the Services hereunder as authorized in advance by the Companies, and except to the extent
required by law (but only after the Contractor has provided the Companies with reasonable notice and opportunity to take action
against any legally required disclosure). As used herein, “Confidential Information” means all trade secrets and all
other information of a business, financial, marketing, technical, personnel or other nature relating to the business of the Companies
including, without limitation, any customer or vendor lists developed by the Companies, investor information, prospective customer
names developed by the Companies, financial statements and projections, know-how, pricing policies, operational methods, methods
of doing business, technical processes, policies, procedures, techniques, formulae, designs and design projects, know-how, specifications,
inventions, computer hardware, software programs and source code, data relating to the development, research, testing costs, marketing
and uses of the Companyies’ products, business plans, budgets, financial information, and projects pertaining to the Companies
and including any information of others that the Companies have agreed to keep confidential; provided, that Confidential
Information shall not include any information that has entered or enters the public domain through no fault of the Contractor.


 


(b)
         Contractor shall make no use whatsoever, directly or indirectly, of any Confidential Information at any time, except as required
in connection with the performance of the Services hereunder.


 


(c)
         Upon a Company’s request at any time and for any reason and upon termination of this Agreement, Contractor shall immediately
deliver to the Companies, or destroy if directed by the Companies, all materials (including all soft and hard copies) in its possession
or under its control which contain or relate to Confidential Information, all documents or other written materials generated by
Contractor in the performance of the Services hereunder and all other property of the Companies.


  


(d)          Contractor agrees to keep the existence
of this Agreement and any of its terms and conditions, as well as the negotiations leading up to this Agreement, completely confidential
and will not publicize or disclose the existence of or conditions, terms or content of this Agreement in any manner, whether in
writing or orally, to any person or entity, directly or indirectly, unless required to do so by law.


 


(e)
        All inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, works of authorship,
documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein (collectively,
the “Developments”) made by the Contractor, either alone or in conjunction with others, at any time or at any place
during the Term hereof, whether or not reduced to writing or practice during such contracting period, which relate to the Companies’
current products or products under development shall be and hereby are the exclusive property of the Companies without any further
compensation to the Contractor. In addition, without limiting the generality of the prior sentence, all such Developments which
are copyrightable work by the Contractor are intended to be “work made for hire” as defined in Section 101 of the Copyright
Act of 1976, as amended, and shall be and hereby are the property of the Companies. 


 






    	 



    	 



    

 


(f)         
The Contractor shall promptly disclose all such Developments to the Companies. If any such Development is not the property
of the Companies by operation of law, this Agreement or otherwise, the Contractor will, and hereby does, assign to the Companies
all right, title and interest in such Development, without further consideration, and will assist the Companies and their nominees
in every way, at the Companies’ expense, to secure, maintain and defend the Companies’ rights in such Development.
The Contractor shall sign all instruments necessary for the filing and prosecution of any applications for, or extension or renewals
of, letters patent (or other intellectual property registrations or filings) of the USA or any foreign country that the Companies
desire to file and relates to any such Development. The Contractor hereby irrevocably designates and appoints the Companies and
their duly authorized officers and agents as such Contractor’s agent and attorney-in-fact (which designation and appointment
shall be deemed coupled with an interest and shall survive the Contractor’s death or incapacity), to act for and in the Contractor’s
behalf to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further
the prosecution and issuance of such letters patent, other intellectual property registrations or filings, or such other similar
documents with the same legal force and effect as if executed by the Contractor.


  


		7.	REMEDIES; APPLICABILITY TO AFFILIATED COMPANIES.



 


Without
limiting the remedies available to a Party, the other Parties hereto acknowledge that a breach or a threatened breach of any of
the covenants contained herein could result in irreparable injury to such Party for which there might be no adequate remedy at
law, and that, in the event of such a breach or threat thereof, such Party shall be entitled to obtain a temporary restraining
order and/or a preliminary injunction and a permanent injunction restraining the other Party from engaging in any activities prohibited
herein or such other equitable relief as may be required to enforce specifically any of such covenants herein. For purposes of
this Agreement, the term “Companies” shall include the Companies, each of their respective affiliated companies, subsidiaries
and parent companies, as applicable, and their respective successors and assigns.


 


8.            WAIVER. Any waiver by a Party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision
hereof. All waivers by a Party shall be in writing.


 


9.            SEVERABILITY; REFORMATION. In case any one or more
of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a
provision of this Agreement; and this Agreement shall, to the fullest extent lawful, be reformed and construed as if such invalid
or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed
so that it would be valid, legal and enforceable to the maximum extent possible. Without limiting the foregoing, if any provision
(or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity
or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then
existing applicable law.


 






    	 



    	 



    

 


10.         ASSIGNMENT. The Companies shall have the right
to assign their rights and obligations under this Agreement to a party which assumes the Companies' obligations hereunder. Contractor
shall not have the right to assign their rights or obligations under this Agreement without the prior written consent of the Companies,
whether by operation of law or otherwise. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors
and permitted assigns.


 


11.         HEADINGS. Headings and subheadings are for convenience
only and shall not be deemed to be a part of this Agreement.


 


12.         AMENDMENTS. This Agreement constitutes the entire
agreement between the Parties hereto and replaces and supersedes all prior agreements relating to the subject matter hereof, between
the Parties to this Agreement and their affiliates. This Agreement may be amended or modified, in whole or in part, only by an
instrument in writing signed by all Parties hereto.


 


13.         NOTICES. Any notices or other communications required
hereunder shall be in writing and shall be deemed given when delivered in person, by nationally recognized overnight courier service,
or when mailed, by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the Parties
at their addresses specified in the preamble to this Agreement or to such other addresses of which a Party shall have notified
the others in accordance with the provisions of this Section 13; provided, however, the address set forth above for WSGI
shall be used only for personal or courier delivery and if notice is to be sent by mail, it shall be sent to WSGI at Mail Code:
SWC, Kennedy Space Center, FL 32899.


 


14.         COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement. Facsimile
copies with signatures shall be given the same legal effect as an original.


 


15.         GOVERNING LAW. This Agreement shall be construed
in accordance with and governed for all purposes by the laws of State of Florida applicable to contracts executed and wholly performed
within such jurisdiction, without regard to its internal choice of law analysis. Any dispute arising hereunder shall be referred
to and heard only in an appropriate court of competent jurisdiction in Brevard County, Florida.


 


16.         SURVIVAL. The provisions of Sections 1(c) and
5 through 16 of this Agreement shall survive the expiration of the Term or the termination of this Agreement in accordance with
the terms of such provisions or if no term is provided therein, indefinitely.


 






    	 



    	 



    

 


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	EXECUTED effective as of the Effective Date.	 
	 	 
	LIGHTER THAN AIR SYSTEMS CORP.	US TECHNIK, INC.
	 	 
	By: /s/ Felicia Hess	By: /s/ Robert King
	Name: Felicia Hess	Name: Robert King
	Title: President	Title: President
	 	 
	WORLD SURVEILLANCE GROUP INC.	 
	 	 
	By:/s/ Glenn D. Estrella	 
	Name: Glenn D. Estrella	 
	Title: President and CEO