Force Protection (FRPT)

RECITALS

        Whereas, the Board of Directors of Force Protection Colorado has approved a change of legal domicile to the State of Nevada as being in the best interests of the corporation and its shareholders; and

        Whereas, the change of legal domicile through the merger ("Merger") with Force Protection Nevada will take place under the terms and conditions set forth in this Agreement.

        Now Therefore, in consideration of the respective representations, warranties, covenants and agreements contained in this Agreement, Force Protection Colorado and Force Protection Nevada hereby agree as follows:

RECITALS

Bank is the holder of a Promissory Note executed and delivered by Borrower dated July 20, 2007, as modified on September 30, 2007, in the original principal amount of $50,000,000.00 (the "Note"):

Borrower and Bank have agreed to modify the terms of the Note.

In consideration of Bank's continued extension of credit and the agreements contained herein, the parties agree as follows:

RECITALS

        Bank is the holder of a Promissory Note executed and delivered by Borrower dated July 20, 2007, as modified on September 30, 2007 and on January 9, 2008, in the original principal amount of $50,000,000.00 (the "Note");

        Borrower and Bank have agreed to modify the terms of the Note.

        In consideration of Bank's continued extension of credit and the agreements contained herein, the parties agree as follows:

RECITALS

        Whereas, FPI owns, possesses or has the right to use certain patents, patent applications, licensed technology, know-how, trade secrets, designs, copyrighted material, systems and other proprietary intellectual property (the "IP") associated with the Cougar variant 4x4 armored vehicle known as the Iraqi Light Armored Vehicle (the "ILAV Vehicle"); and

        Whereas, FPI owns and possesses engineering specifications, drawings, technical data, bills of material, part numbers and other technical information relating to the ILAV Vehicle, including all revisions, changes and additions thereto (the "Technical Data Pack" or the "TDP") and has created or will create technical manuals, tooling, systems diagrams, process flow diagrams, vendor lists, and other documents and information relating to the design, performance, testing, manufacture, operation and repair of the ILAV Vehicle (collectively with the TDP, the "Confidential Information"); and

        Whereas, FPI and BAE have agreed to team together to secure a U.S. Government contract (ref W56HZV-06-D-VB01) for the manufacture and sale of Cougar ILAV Vehicles to the US Army Tank Armament & Automotive Command ("TACOM") it being currently contemplated by the parties that such contract could include up to 1050 ILAV Vehicles with all options (hereinafter referred to as the "ILAV Contract"); and

        Whereas, As part of such teaming arrangement the parties have agreed that (i) BAE shall act as the prime contractor under the ILAV contract and FPI shall act as its subcontractor under a subcontract agreement (the "Subcontract") pursuant to which FPI shall manufacture fifty percent (50%) of the vehicles required under the ILAV Contract (the "Subcontract Vehicles") except as otherwise agreed to by the parties, and (ii) that FPI shall grant to BAE a production license to manufacture up to 1050 ILAV Vehicles under the ILAV Contract on such terms and conditions as may be acceptable to FPI.

RECITALS

Bank is the holder of a Promissory Note, as modified from time to time, executed and delivered by Borrower, dated July 19, 2007, in the original principal amount of $50,000,000.00 (the “Note”);

Borrower and Bank have agreed to modify the terms of the Note.

In consideration of Bank’s continued extension of credit and the agreements contained herein, the parties agree as follows: