Preview | Unit Purchase Agreement |

THIS UNIT PURCHASE AGREEMENT (this Agreement) is made _______, 200_ (the Effective Date) by and among Tactical Air Defense Services, Inc., a Nevada corporation (the Company) and the investors named on Schedule A hereto (each an Investor and collectively the Investors).

Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties contained herein, each Investor agrees, severally and not jointly, to purchase at the Closing, and the Company agrees to sell and issue to such Investor at the Closing, that number of units of the Companys securities (the Securities), as is set forth opposite such Investors name on Schedule A hereto which are part of a minimum number of 500,000 units and a maximum number of 2,000,000 units being issued and sold to, and purchased by, the Investors at the Closing, at a purchase price of fifty-five cents ($0.55) per unit (the "Unit Purchase Price"), each unit consisting of: (i) one (1) share of the Companys common stock, par value $.001 per share (Common Stock) (hereinafter the Share), (ii) one (1) Class A Warrant (the Class A Warrant), and (iii) one (1) Class B Warrant (the Class B Warrant). The Shares, Class A Warrants, and Class B Warrants are hereinafter collectively referred to as the Units and the Class A Warrants and Class B Warrants are hereinafter collectively referred to as the Warrants. The minimum required investment for each Investor is 2,500 Units. The Company, in its sole and absolute discretion, may sell less than 2,500 Units to an Investor.

1.2 Closing. The purchase and sale of the Units shall take place at the offices of Hodgson Russ LLP, 60 East 42nd Street, New York, New York 10165 on October __, 2005, or at such other place and time as the Company and the Investors mutually agree (which time and place are designated as a Closing). At the Closing, the Company shall deliver to the Escrow Agent (as defined in Section 1.3 below) certificates representing each Investor's Shares and Warrants against payment of the purchase price by wire transfer of immediately available funds payable to the Company, or such other means acceptable to the Company, in the amount set forth opposite such Investors name on Schedule A hereto. At Closing, such amounts will be delivered by the Investor to the Escrow Agent.

1.3 Escrow of Funds. Pursuant to the terms of the Escrow Agreement, a copy of which is attached hereto as Exhibit A, the Company has established an Escrow Account into which any funds received from the Investors will be deposited (the "Escrow Funds"). In addition to the Escrow Funds, upon Closing, the Company shall deliver to the Escrow Agent, for each Investor, the Shares, Class A Warrant and Class B Warrant which comprise the Units to be purchased by each Investor. The Escrow Funds and the Units will be released by the Escrow Agent to the Company and the Investors respectively upon the completion of an acquisition by the Company of all, or substantially all, of the assets of Aerogroup Incorporated, a Utah corporation, and its subsidiaries (the "Aerogroup Acquisition").