IRREVOCABLE PROXY AND VOTING AGREEMENT

THIS IRREVOCABLE PROXY AND VOTING AGREEMENT (the “ Agreement ”) is made and entered into, dated for reference purposes as of May 22, 2009 (the “ Effective Date ”), by and among ANTHONY PISCITELLI (“ Stockholder ”); and WEST COAST OPPORTUNITY FUND, LLC, CENTAUR VALUE FUND, LP, and UNITED CENTAUR MASTER FUND (each, an “ Investor ” and collectively the “ Investors ”).  Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Settlement Agreement (as defined below).

RECITALS:

A.            Stockholder currently is the holder of 8,047,394 shares of the common capital stock (the “ Common Stock ”) of AMERICAN DEFENSE SYSTEMS, INC. , a Delaware corporation (the “ Company ”).

B.            Investors are holders of shares of the Company’s Series A Convertible Preferred Stock,  par value $0.001 per share (the “ Series A Preferred Stock ”), and concurrently with the execution of this Agreement, the Company and Investors are executing that certain Settlement Agreement, Waiver and Amendment dated as of May 22, 2009 (the “ Settlement Agreement ”), pursuant to Section 3(g) of which, the Company is agreeing, subject to the occurrence of the condition described therein, to use its best efforts to obtain from its stockholders approval of (i) a reduction in the Conversion Price, and (ii) an amendment of the Company’s Certificate of Incorporation to confer upon the holders of Preferred Shares the right to elect the Director Designees (such actions, the “ Company Actions ”).

C.            The parties have agreed to execute this Agreement in order to memorialize Stockholder’s agreement to grant a proxy and vote his shares of Company capital stock in favor of such proposals as are necessary or convenient for effecting the Company Actions, and the parties have agreed to execute this Agreement in order to memorialize that voting agreement.

AGREEMENTS:

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             DEFINITIONS.  For purposes of this Agreement, the term:

(a)           “BENEFICIALLY OWN” or “BENEFICIAL OWNERSHIP” with respect to any securities shall mean Stockholder’s having such ownership, control or power to direct the voting with respect thereto.

(b)           “STOCKHOLDER SHARES” collectively shall mean and include, as of any date, all of the shares of the voting capital stock of the Company Beneficially Owned by Stockholder as of such date, including all shares of common stock, preferred stock and other voting securities of the Company owned by Stockholder as of the Effective Date of this Agreement and all other shares of common stock, preferred stock and other voting securities hereafter acquired by Stockholder, however acquired.

2.             VOTING AGREEMENT.   As an inducement to Investors to enter into the Settlement Agreement, Stockholder hereby covenants and agrees with Investors that subject to Section 3(c) , below, at any meeting of the Company’s stockholders, however called, and in connection with any written consent of the Company’s stockholders, Stockholder shall vote the Stockholder Shares as of the date of

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such meeting or written consent in favor of the Company Actions and against approval of any proposal made in opposition to or in competition with consummation of the Company Actions.

3.             IRREVOCABLE PROXY

(a)           APPOINTMENT .  For the term of this Agreement, Stockholder hereby constitutes and appoints West Coast Opportunity Fund, LLC, which shall act by and through ATTICUS LOWE or LANCE HELFERT (the “ Proxy Holders ”), or either of them, with full power of substitution, as Stockholder’s true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of the Company’s stockholders, and in connection with any written consent of the Company’s stockholders, (i) in favor of approval of amendments to the Company’s Certificate of Incorporation, bylaws, and agreements to which the Company is a party or by which it is bound, to effect the Company Actions, and (iii) against approval of any proposal made in opposition to or in competition with consummation of the Company Actions.

(b)           IRREVOCABLE .  The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke all prior proxies granted by Stockholder.  Stockholder shall not grant to any person any proxy which conflicts with the proxy granted herein, and any attempt to do so shall be void.  The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of Stockholder.

(c)           EXERCISE .  The Proxy Holder may exercise the proxy granted herein, only during the term of this Agreement, and shall have the right to vote the Stockholder Shares at any meeting of the Company’s stockholders and in any action by written consent of the Company’s stockholders in accordance with the provisions of Sections 3(a)  and (b) , above.  Unless expressly requested by Investors or the Proxy Holder in writing, Stockholder shall not vote any or all of the Stockholder Shares, with respect to the matters described in Section 3(a)  above, at any such meeting or in connection with any such written consent of stockholders with respect to the matters described in Section 3(a)  above; provided that Stockholder may, and the Proxy Holders shall have no right to, vote the Stockholder Shares with respect to all other matters.  The vote of the Proxy Holder shall control in any conflict between a vote of or written consent with respect to the Stockholder Shares by the Proxy Holder and a vote or action by Stockholder with respect to the Stockholder Shares.

4.             OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES .  Stockholder hereby represents and warrants to and covenants with the Company as follows:

(a)           OWNERSHIP OF STOCKHOLDER SHARES .  Stockholder is the Beneficial Owner of all of the current Stockholder Shares.  On the date hereof, the Current Stockholder Shares constitute all of the voting securities of the Company beneficially owned by Stockholder.  Stockholder has voting power with respect to the matters set forth in Section 2 and Section 3(a) &nb