West Coast Opportunity Fund, LLC c/oWest Coast Asset Management, Inc. 2151 Alessandro Drive, Suite 100 Ventura, CA 93001

Exhibit 10.1

West Coast Opportunity Fund, LLC

c/o West Coast Asset Management, Inc.
2151 Alessandro Drive, Suite 100
Ventura, CA 93001

May 29, 2008

American Defense Systems, Inc.

230 Duffy Avenue, Unit C

Hicksville, NY 11801

Attention: Gary Sidorsky, CFO

Reference is made to the Securities Purchase Agreement, dated as of March 7, 2008, by and among American Defense Systems, Inc., a Delaware corporation (the “Company”) and the investors listed on the Schedule of Buyers attached thereto (the “Buyers”) (the “Securities Purchase Agreement”).  Any capitalized term used herein and not defined shall have the meaning assigned to it in the Securities Purchase Agreement.

The Company and West Coast Opportunity Fund, LLC, a Buyer (“West Coast”), hereby agree that the obligations in the Securities Purchase Agreement for West Coast and the Company to consummate the Additional Closing shall be terminated and West Coast and the Company not shall consummate any Additional Closing.

This letter agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than the State of New York.

On or before 8:30 a.m., New York City time, on the first (1^st) Business Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of this letter agreement and attaching a copy of the form of this letter agreement.