Exhibit 10.2

EXHIBIT A

VOTING AGREEMENT

VOTING AGREEMENT, dated as of May 23, 2008 (this “ Agreement ”), by and among American Defense Systems, Inc., a Delaware corporation (the “ Company ”), and the stockholder listed on the signature page hereto under the heading “ Stockholder ” (the “ Stockholder ”).

WHEREAS, the Company and certain investors (each, an “ Investor ”, and collectively, the “ Investors ”) have entered into a Securities Purchase Agreement, dated as March 7, 2008 (the “ Securities Purchase Agreement ”), pursuant to which, among other things, the Company has agreed to issue and sell to the Investors and the Investors have agreed to purchase, (i) shares of the Company’s Series A Convertible Preferred Stock (“ Preferred Shares ”), which Preferred Shares are convertible into shares of the common stock, par value $0.001 per share (the “ Common Stock ”); and (ii)  warrants which are exercisable to purchase shares of Common Stock .

WHEREAS, as of the date hereof, the Stockholder owns the number of shares of Common Stock as set forth on Appendix A hereto; and

WHEREAS, as a condition to the willingness of the Investors to enter into that certain Consent and Agreement of Series A Convertible Preferred Stockholders, dated as of May 23, 2008 (the “ Consent and Agreement ”), the Investors have required that the Stockholder agree, and in order to induce the Investors to enter into the Consent and Agreement, the Stockholder has agreed, to enter into this Agreement with respect to all the Common Stock now owned and which may hereafter be acquired by the Stockholder and any other securities, if any, which the Stockholder is currently entitled to vote, or after the date hereof, becomes entitled to vote, at any meeting of stockholders of the Company (the “ Other Securities ”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

VOTING AGREEMENT OF THE STOCKHOLDER

SECTION 1.01.      Voting Agreement . Subject to the last sentence of this Section 1.01, the Stockholder hereby agrees that at any meeting of the stockholders of the Company, however called, and in any action by written consent of the Company’s stockholders, the Stockholder shall vote the Common Stock and the Other Securities:  (a) in favor of the Stockholder Approval (as defined in the Consent and Agreement) as described in Section 4 of the Consent and Agreement; and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Consent and Agreement or which could result in any of the conditions to the Company’s obligations under the Consent and Agreement not being fulfilled. The Stockholder acknowledges receipt and review of a copy of the Securities Purchase Agreement, the Consent and Agreement and the other Transaction Documents (as

defined in the Securities Purchase Agreement). The obligations of the Stockholder under this Section 1.01 shall terminate immediately following the occurrence of the Stockholder Approval.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

The Stockholder hereby represents and warrants to each of the Investors as follows:

SECTION 2.01.      Authority Relative to This Agreement . The Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to, or affecting generally the enforcement of creditors’ and other obligees’ rights, (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought, and (c) where rights to indemnity and contribution thereunder may be limited by applicable law and public policy.

SECTION 2.02.      No Conflict . (a)  The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation, order, judgment or decree applicable to any Stockholder or by which the Common Stock or the Other Securities owned by the Stockholder are bound or affected or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of t