Exhibit 10.35

AWARD/CONTRACT

1.  This Contract is Rated Order Under DPAS (15 CFR 350)

DOA4

2.  Contract No.

W56HZV-08-C-0311

3.  Effective Date

3/10/2008

4.  Requisition/Purchase Request/Project No.

SEE SCHEDULE

5.  Issued By   Code W56HZV

U.S. ARMY TACOM LCMC

AMSTA-AQ-ASRC

MATTHEW R. JEWEL (586)573-2737

WARREN, MICHIGAN 48397-5000

HTTP://CONTRACTING.TACOM.ARMY.MIL

WEAPON SYSTEM:  WPN SYS:  IM

Email:  MARIA.R.JEWEL@US.ARMY.MIL

6.  Administered by (If Other Than Item 5)  Code S3309A

DCMA LONG ISLAND

605 STEWART AVENUE

GARDEN CITY, NY   11530-4761

SCD B   PAS NONE   ADP PT HQ0337

7.  Name And Address Of Contractor (No., Street, City, County, State and Zip Code)

AMERICAN DEFENSE SYSTEMS, INC.

230 DUFFY AVE. UNIT C

HICKSVILLE, NY 11801-3641

8.  Delivery:

OTHER (SEE BELOW)

9.  Discount For Prompt Payment

10.      Submit Invoices (4 Copies Unless Otherwise Specified) To the Address Shown In:

ITEM 12

11.      Ship To/Mark For

SEE SCHEDULE

12.      Payment Will Be Made By   Code HQ0337

DFAS - COLUMBUS CENTER

DFAS - CO/NORTH ENTITLEMENT OPERATION

P.O. BOX 182266

COLUMBUS  OH  43218-2266

13.      Authority For Using Other Than Full and Open Competition:

14.      Accounting and Appropriation Data

ACRN:  AA 21   72035000071C1C09P51108931E1   S20113   W56HZV

15A.   Item No.

SEE SCHEDULE

15B.    Supplies/Services

CONTRACT TYPE:  FIRM-FIXED-PRICE

CONTRACT EXPIRATION DATE:  2008JUL15

15C.    Quality

KIND OF CONTRACT:  SYSTEM ACQUISITION CONTRACTS

15D.   Unit

15E.    Unit Price

15F.    Amount

15G.  $2,218,395.13

16.      Table of Contents

SOLICITATION/CONTRACT FORM (PAGE 1)

SUPPLIES OR SERVICES AND PRICES/COSTS (PAGE 3)

DESCRIPTION/SPECS./WORK STATEMENT (PAGE 14)

INSPECTION AND ACCEPTANCE (PAGE 17)

DELIVERS OR PERFORMANCE (PAGE 26)

CONTRACT ADMINISTRATION DATE (PAGE 31)

SPECIAL CONTRACT REQUIREMENTS (PAGE 33)

CONTRACT CLAUSES (PAGE 35)

LIST OF ATTACHMENTS (PAGE 45)

17.      Contractor’s Negotiated Agreement (Contractor is required to sign this document and return copies to issuing office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract, (h) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed herein.)

18.      x Award (Contractor is not required to sign this document.) Your offer on Solicitation Number W5SHZVO8R0282,including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government’s solicitation and your offer, and (b) this award/contract. No further contractual document is necessary.

19A.   Name And Title Of Signer (Type Or Print)

19B.    Name Of Contractor

19C.    Date signed

20A.   Name Of Contracting Officer

GREGORY M. DIXON

GREGORY.M.DIXON@US.ARMY.MIL   (586) 574-6873

20B.    United States of America

20C.    Dated Signed

CONTINUATION SHEET

SECTION A -  SUPPLEMENTAL INFORMATION

(a)   Contract Number W56H2V-08-C-0311 is awarded to American Defense Systems, Inc. The Government accepts your proposal dated 19 February 2008 and revised on 20 February, 2008 in response to Solicitation Number: W56HZV-08-R-0282, signed by John F. Rutledge III, Sr. VP Military Marketing and Research and Gary Evans, Program Manager of your company.

(b)   The contractor, in its proposal, provided data for various solicitation clauses, and that data has been added in this contract.

(c)   Any attachments not included within this document will be provided by TACOM-Warren directly to the administrative contracting officer (ACO] via e-mail, as required. Technical data packages that are only available on CD-ROM will be mailed by TACOM-Warren to the ACO. Within one week of this award, any office not able to obtain attachments from TACOM’a website (https://contracting.tacom.army.mil/) and still requiring a copy, can send an email request to the buyer listed on the front page of this contract.

(d)  The following Amendment(s) to the solicitation are incorporated into this contract: 0001 dated 08 February 2008.

(End of Clause)

Information regarding the TACOM-Warren Ombudsperson is located at the website http://contracting.tacom.army.mil/acqinfo/ombudspersco.htm

[End of Clause]

TACOM considers this requirement to he urgent. Timely performance and delivery are essential. Deliveries ahead of schedule are encouraged whenever they can be offered without additional cost to the Government. The Contractor is requested to immediately contact the buyer or contracting officer identified on the cover page of this document to notify them of any pending or potential problems and/or suggestions for contract streamlining that would enable faster deliveries.

[End of Provision]

Amendment 0001 to Request for Proposal W56HZV-08-R-0282 is issued to:

1.     Extend the proposal due date by one (1) week from 12 February 2008 close of business to 19 February 2008 1:00 pm local time.

2.     All other terms and conditions remain unchanged.

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1     Purpose and Scope

The contractor shall produce the HYEX, H100C, and ATLAS Crew Protection Kit (CPK).

C.2     Requirements

C.2.1 The Contractor shall produce the CPK’s using a government developed Level II drawing package supplied as GFI.

C.2.1.1 The contractor is required to have access to classified information. The contractor shall have established the appropriate facilities and management controls in place to send receive and store classified material up to the secret level. The contractor shall have assigned to this effort personnel who have valid security clearances to the secret level, in accordance with the attached DD254.

C.2.1.2 Government Furnished Material/Information, Labor or Facilities:

HYEX, H100C, and ATLAS CPK Level II Drawing Package

HYSE, H100C, and ATLAS CPK Packaging Drawing Package

HYEX, H100C, and ATLAS CPK installation instructions

Authorized Stockage List (ASL} of HYEX, H100C, and ATLAS CPK items

Prescribed Load List (PLL) of HYEX, H100C, and ATLAS CPK items

Spare Parts List (SPL) for the HYEX, H100C, and ATLAS CPK

HYEX, H100C, and ATLAS vehicles

TACOM-managed items list for NYEX, H100C, and ATLAS

C.2.1.2.1 The Government furnished drawing packages were developed using Pro E Wildfire 3.0 software. The contractor shall have the capability to access and utilize the information contained in the drawing packages.

C.2.1.3 The contractor shall produce high demand parts identified on the CPKs Prescribed Load List (PLL). The PLL items shall be overpacked with each CPK.

C.3 Production Effort

C.3.1 Hardware

C.3.1.1 The contractor shall report material lead time issues that may impact schedule to the Government immediately after they are discovered. The contractor will make recommendations for alternate approaches.

0.3.1.2 The contractor shall produce a first article CPK and use it for trial installation on non-armored HYEX, HIO0C, and ATLAS vehicles using installation instructions provided as GFI to verify production design and component hardware form, fit, and function. The Government will pay for transportation to and from the contractor facility. The first article trial installation shall occur:

45 days after contract award for the HYEX

60 days after contract award for the H100C

75 days after contract award for the ATLAS

The Government shall, at its option, attend the first article test (FAT).

C.3.1.2.1 The Contractor shall ensure the installed FAT CPK does not interfere with the vehicles operational capabilities.

C.3.1.3 The contractor shall produce:

18 HYEX kits delivered 30 days after FAT approval
7 H100C kits delivered 30 days after FAT approval
6 ATLAS kits delivered 30 days after FAT approval

The contractor shall produce the kits with PLL items. See Section F, Required Delivery Schedule, for delivery schedule of FAT CPK, production CPK and ASL delivery.

C.3.2 Kit Assembly

C.3.2.1 The kits shall be packaged per a government developed drawing package supplied as GFI. The contractor shall prepare and package a bill of material with each CPK. The contractor shall package government developed installation instructions with each CPK. The installation instructions shall be provided as GFI.

C3.2.2   The contractor shall provide for inside storage of kits until shipment is directed.  Kits will be stored at no additional cost to the Government for 60 days.  The Government shall take possession of the kits within 60 days.

C.4        Quality Assurance

C.4.1 Quality Planning: For the purpose of this Crew Protection Kit hardware acquisition the contractor shall develop and document a control plan that defines (CURL A001);

a.     inspections to be performed at the various stages of component production

b.     quality objectives to be obtained

c.     process charts that describe the process flow

d.     inspection and test activities specific to this effort

e.     criteria for product acceptance

f.      documented work instructions that detail specific tasks, this shall include but is not limited to:

a.     Specifications and standards that directly effect product quality

b.     Painting

c.     Welding

d.     Training

e.     Control of non-conforming product

f.      Unique Customer requirements

C.4.2 Final Inspection: The contractor is responsible for performing all inspections as specified in the control plan, reference C.4.1. The Crew Protection Kits shall be subjected to a complete final inspection by the contractor utilizing a contractor developed and Government approved Final Inspection Record (FIR). The Government may elect to witness and or participate in the contractors final inspection.

C.4.3 Deficiencies: All deficiencies disclosed during the final inspection and test shall be documented on the contractors deficiency sheet and included as part of the FIR prior to offering the vehicle for Government Acceptance. The contractor shall also provide failure analysis and the corrective action taken to eliminate the root cause of noted deficiencies.

C.5 Packaging Development

C.5.1 The contractor shall, for component items pertaining to the HYEX, H100C, and ATLAS, develop and provide the government LMI packaging data for all provisioned TACOM-managed items (i.e., P coded items other than PR or PR). The contractor shall provide new or corrected LMI-packaging data for any revision created by a Configuration change. With each data submission, the contractor shall include verification support data for each of the LMI-packaging data items, which shall provide the government a reasonable means to determine the adequacy of the contractor prepared packaging analysis and data submittal.

C.5.1.1 Excluded items are those items with packaging data already in the TACOM Packaging File PACQ, FEDLOG, FLIS, and those assigned a Contractor and Government Entity Code (CAGE) of: 1T416, 21450, 80204, 96906, 10060, 24617, 80205, 99227, 80244, 81343, 81348, 81349, 81352, and 88044. Also Excluded are items for: (1) not mission capable supply, (2) depot operational consumption, and (3} not-forstock supply.

C.5.1.2 Packaging/Logistics Data Entry. Contractor shall develop, maintain and update packaging data TAW CURL A002. LMI packaging data is required IAW MIL-PRF-49506 and will provide for the entry of information to the computer data base known as the TACOM Packaging Data File. The Packaging Data Entry shall be in an ASCII delimited text format using commas and delimiters.

0.5.1.3 At contractors request, the government can provide MS ACCESS application to contractor that provides data formatting and edit features for coding of packaging data products IAW MIL-STD-2073-1D.

C.5.2 Contractor shall develop Special Packaging Instructions (SPI) for only new P-coded managed items describing the packaging processes and materials IAW MIL-STD-2073-1D. Packaging processes and materials shall be described for cleaning, drying, preserving, unit, intermediate (as applicable), and exterior packing, marking, and unitizations. Figures and narrative data shall be developed to describe the form, fit, and function of packaging in sufficient detail for reproduction. The SPI shall provide required narrative instruction or figures, plus measures for prevention of corrosion and deterioration, also include first in last out loading procedures and applicable blocking and bracing procedures. The contractor shall submit SPI IAW CDRL A003.

C.5.2.1 Validation Testing of Preservation Processing and Packaging. The contractor shall validate packaging for each SPI IAW appendix F of MIL-STD-2073-1D and CURL A003. The test report shall he provided concurrently with the SPI submittal, and shall include photographic records of package and testing.

C.5.3 A Contractor shall provide a Material Safety Data Sheet {MSDS, for each hazardous material item IAW. CURL A004. Packaging and Marking for hazardous material shall be IAW MIL-STD-2073-1D Standard Practice for Military Packaging, Appendix J, Table J. Ia Specialized Preservation Code HM and the Joint Service Regulation AFMAN24-204/TM38-250 for Military Air Shipment.

C.5.4 Any Engineering Change Proposal (ECP) that impacts the kit configuration packaging shall be provided by the contractor. The ECP shall be complete and shall include packaging impact statement and assessments for items requiring special handling, storage or condemnation, HAZMAT, shelf life, and transportability problem items. The Contractor shall deliver the packaging impact statement IAW ECP contractual requirements.

C.6 Spare Parts Support

C.6.1 The contractor shall produce and package repair and spare parts using a government developed ASL. The ASL and packaging requirements shall be provided as GFI.

C.6.2 The contractor shall receive and process replacement parts orders, and shall ship replacement parts at Government direction.

C.7. Travel: Travel may be required to support this contract. The contractor will be responsible for travel to or from the following locations: TACOM, Warren, MI, XMCO, Warren, MI. Travel is authorized to visit various vendors for production meetings and production qualification. Any travel in this regard will be pre-approved by the COR or Contracting Officer or his/her designated representative. Travel is COST ONLY. The contractor shall provide a written certification, prior to travel, that sufficient funds are available on the travel CLIN to complete travel. All travel costs shall be in accordance with Joint Travel Regulations (JTR) and are cost reimbursement only (no profit or fee). A trip report after travel is required and must be submitted to the COR within five (5) days after completion of travel. The trip report shall be prepared in the contractors format (CDRL A005).

C.8 Program Reviews/Documentation: The Contractor shall provide a weekly status report (CDRL A006, DI-MGMT-80368) in narrative format of all significant issues/activities and any problems that occurred. The contractor shall conduct a verbal weekly review of all such efforts with the COR, Contracting Officer, and other PM CE/MHE managers through VTC or teleconference.

C.9 Contracting Officers Representative: The COR is an individual designated in accordance with DFARS 201.60202 and is authorized in writing by the contracting officer to perform specific technical functions. The contracting officer has designated Mr. Wayne Kraenz/ein 586- 574-8021 wayne.kraenzleinaus.army.mil” as the contracting officer’s representative for this contract. The Contactor will receive a copy of the written designation after task order award that will specify the extent of the COR’s authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quantity, delivery or any other term or condition of this contract.

*** END OF NARRATIVE C0001 ***

The following “X”d item applies to this solicitation:

x There is no Technical Data Package (TDP) included with this solicitation. See Section C.2.1.2 of the Solicitation.

o The TDP for this solicitation is on a CD ROM and must be ordered. Ordering instructions can be obtained at Uniform Resource locator (URL): http://contracting.tacom.army.mil/bidreq.htm

o This solicitation contains one, or, more Web located TDPs. If multiple Contract Line Item Numbers (CLINs) are listed, each one will have its own URL just under the COIN listing. The URL will take you to that CLIN’s Web located TOP. To access the TDP, you will have to copy or type the link’s URL into your web browser address bar at the top of the screen.

Note: To copy a link from a .pdf file, click on the “Text Select Tool,” then highlight the URL, copy and paste it into your browser, and hit the enter key.

CLIN: n/a

TDP Link (URL): n/a

[End of Clause]

SECTION E - INSPECTION AND ACCEPTANCE

E.1 Quality Assurance

E.1.1 Quality Policy: The contractor shall have a documented quality program that as a minimum meets the requirements of ISO 9001-2000 or equivalent. All work to be performed within the scope of this SOW shall be conducted by qualified personnel in accordance with his approved Quality Control Plan (QCP).

E.1.1.1 Program Analysis: The contractor shall conduct internal audits at planned intervals to determine conformance to the documented quality program plan. In addition,

The Government reserves the right to conduct inventory and product and process audits of the contractors quality system to ensure it is effectively implemented and maintained.

E.1.2 Quality Records: The contractor shall establish and maintain records that are legible and identifiable to the Crew Protection Kit hardware acquisition. Such records shall be filed and indexed in a logical fashion that will allow for easy and timely retrieval. QA records may include but not limited to;

·                  Quality work plans and revisions

·                  Analysis recordsG

·                  Review documentation

·                  Final deliverable reports

·                  Qualification and training

·                  Software records

·                  Inspection documentation

·                  Results of internal audits

All records of inspection, examinations, certifications, tests, supplier audits, and purchase orders shall be retained by the contractor for a period of 5 years after contract close out. These records shall be made available to the Government upon request. In addition, where product or process deficiencies have occurred, the contractors records shall provide documentation that fully describes the root cause of deficiencies and corrective actions taken.

E.1.3 Identification and Resolution of Conditions Adverse to Quality: A condition adverse to quality shall be identified when a requirement of the control plan or government developed Level II drawing package and performance criteria is not met or when workmanship is considered suspect. Such conditions shall be documented and reported in accordance to the contractors approved deficiency reporting system. The contractors Lead Quality Assurance representative shall determine if the adverse condition is significant enough to initiate a stop work order. If a stop work order is initiated the Lead QA representative will notify the contractors Project Leader and appropriate Government Quality Assurance Representative. A significant condition is one that if left uncorrected could have a serious effect on mission capability or public safety. For all conditions that are adverse to quality, including significant conditions, the contractors Project Leader shall ensure that a team is assemble to perform an investigation to determine the extent and impact of the condition, take appropriate remedial action, determine root cause and take action to prevent recurrence of the condition. The contractors QA Lead shall notify the Government QA representative who shall either concur or non-concur with the proposed short term and long term corrective action. Corrective actions shall be closed in a timely manner, not to exceed 30 days and verified by the designated Government QA representative.

E.1.4 Welding. The contractor and or supplier may utilize their current documented welding program. As a minimum the contractor and or supplier must provide, the name of the welding process to be utilized, the quality requirements used for managing all aspects of the welding process, a clear definition of the weld inspection criteria, including depth of inspections and all other documentation pertinent for controlling the welding program. The contractor shall also identify the guide lines utilized for qualifying welding processes and personnel. The contractor shall submit this information for Government review and approval prior to performing welding operations on armor components.

E.1.4.1 Welding Inspection: For the purpose of this SOW, weld quality and workmanship shall be verified by qualified personnel trained to perform weld inspections. Acceptable training may be based:

\’b7         on current or previous certification as an AWS Certified Welding Inspector,

\’b7         current or previous qualification by the Canadian Welding Bureau (CWB),

\’b7         An Engineer or technician who has formal training or experience in, metals fabrication, inspection and testing, and is competent in the use of weld inspection techniques/equipment.

E.1.4.2 Weld Acceptance: Visual inspection and acceptance for non-ballistic applications shall be performed in accordance to the following weld Codes:

\’b7         AWS D1.1 Structural Welding Code, Steel

\’b7         AWS D1.2 Structural Welding Code, Aluminum

E.1.4.3 The contractor shall assure all paint inspections are documented and comply with the Quality Assurance Requirements in section 4 of MIL-C-53072.

*** END OF NARRATIVE E0001 ..***

(a)        The approved first article items, as described elsewhere in this contract, consist of a quantity of 0 that will be consumed or destroyed in testing. Any items consumed or destroyed in testing shall not be delivered as part of the contractually required quantity as set forth in the schedule. The cost of any items that are consumed or destroyed shall be included in the overall offer or contract price. A quantity of 1 that

successfully passes all specified tests, less the destructive tests, if any, SHALL serve as a manufacturing standard for the remainder of the contract.

(b)        A manufacturing standard is an item, which conforms to all technical performance requirements. A manufacturing standard will serve as 1) an aid in identifying configuration changes not controlled by the contractual design. 2) as an aid in identifying any process changes, or 3) as the approved workmanship sample, when required, unless alternate samples are submitted for specific characteristics by the Contractor and approved by the Government.

(c)        The manufacturing standard will only be used to supplement contractual acceptance/rejection criteria for those process characteristics that require approved workmanship samples. For other characteristics, if configuration or process changes are identified in production units, the contractor will notify the contracting officer for disposition. Manufacturing items that serve as a manufacturing standard may be delivered as part of the contractual quantity with the last shipment made under this contract provided it meets all contractual requirements existing at time of delivery.

[End of Clause]

(a) In addition to inspection requirements set forth in applicable drawings and/or specifications, the specification(s) indicated below shall apply to this contract:

V50 Ballistic Testing, Document NATO AEP-55 Vol 1 ED 1. This document is the procedure for evaluating the protection level, which is the only ballistic test to be performed.

(b) The above specifications require Ballistic Testing unless specifically waived by drawing or other contractual document. Prior to production and during production, if required by specification, the quantity of test samples required by any of the above specifications shall be accompanied by test data required by individual specification. The test data shall include:

(1)         Declared chemical analysis and chemical analysis results representing material for test (if required by specification).

(2)         Mechanical Properties Test Results if required by specification).

(3)         Charpy Impact Test results representing material for test (if required by specification).

(4)         Brinnel or Rockwell hardness test results representing material for test (if hardness values are required by specification).

(5)         Radiographic Inspection Record to include data required by ASTM E1742, including marking and acceptance requirement. (If Radiographic Inspection is required by the specification.)

(6)         Stress Corrosion Resistance Test results required by paragraph 3.4 of MIL-DTL-46063 and paragraph 3.5 of MIL-DTI-46027 (if required by the contract or specification).

(c) In addition to the requirements in paragraph (b), test plates related to qualification of weld procedure or weld repair procedure shall be accompanied by data to include information required by format of specification and shall also identify position of welding. (If Ballistic Qualification of Weld Procedure is required by specification). Unless otherwise specified by the applicable drawing/specification, or contractual clause, a minimum of one ballistic test specimen shall be prepared for each material thickness, joint design, configuration and weld procedure.

(d) Items to be tested shall be marked to include all marking requirements of the individual specification. Further, Identify P/N(s) which the test item represents.

(e) The Contractor may use its own form to supply required data specified in paragraphs (b) and (c) above.  The data shall accompany test samples and shall be forwarded to:

Commander USA ATC

Bldg 358 (ext 3-4938)

ATTN: CSTE-DTC-AT-SL-V

(D, Gessleman)

400 Colleran Rd.

APG, MD 21005-5059

IMPORTANT: Contractor must obtain approval from PCO prior to shipping test samples to APG. ALSO, the contractor shall clearly mark the Developmental Test Command Project Number on the outside of the shipping container.

*The Developmental Test Command Project Number will be provided by the PCO after the supplier notifies the PCO of the approximate shipping date of the ballistic test samples.

(f)          One copy of the required data (see paragraph (e)), not to include test samples, shall be forwarded to the U.S. Army Tank- automotive and Armaments Command, ATTN: AMSRD-TAR-D/CE, Warren, MI 48397-5000, Data shall be verified for accuracy by Government Representatives (QAR) at the Contractor’s facility.

(g)         In order for the Procuring Activity to obtain ballistic test funds in a timely manner, the contractor shall adhere to the following: At least 60 days prior to shipment of ballistic test samples, the Contractor shall furnish written notification to the U.S. Army Tank-automotive and Armaments Command, ATTN: AMSRD-TAR-D/CE, Warren, Michigan 48397-5000, with a copy furnished to the Administrative Contracting Officer advising of the approximate shipment date. This information shall include: