Exhibit 10.1


LOAN AGREEMENT


Wachovia Bank, National
Association


177 Meeting Street, Suite
450


Charleston, South
Carolina 29401


(Hereinafter referred to as the
“Bank”)


Force Protection, Inc.


9801 Highway 78


Ladson, South Carolina
29456


Force Protection Industries,
Inc.


9801 Highway 78


Ladson, South Carolina
29456


Force Protection
Technologies, Inc.


9801 Highway 78


Ladson, South Carolina
29456


(Individually and collectively,
“Borrower”)


This Loan
Agreement (“Agreement”) is entered into July 20, 2007, by and between Bank and
Borrower.


This Agreement applies to the loan or loans (individually and
collectively, the “Loan”) evidenced by one or more promissory notes dated July
20, 2007 or other notes subject hereto, as modified from time to time (whether
one or more, the “Note”) and all Loan Documents.  The terms “Loan Documents” and “Obligations,”
as used in this Agreement, are defined in the Note.


Relying upon the covenants, agreements, representations and
warranties contained in this Agreement, Bank is willing to extend credit to
Borrower upon the terms and subject to the conditions set forth herein, and
Bank and Borrower agree as follows:


REPRESENTATIONS.  Borrower represents that from the date of
this Agreement and until final payment in full of the Obligations:  Accurate Information.  All information now and hereafter furnished
to Bank is and will be true, correct and complete in all material
respects.  Any such information relating
to Borrower’s financial condition will accurately reflect Borrower’s financial
condition as of the date(s) thereof, (including all contingent liabilities of
every type), and Borrower further represents that its financial condition has
not changed materially or adversely since the date(s) of such documents.  Authorization;
Non-Contravention.  The
execution, delivery and performance by Borrower and any guarantor, as
applicable, of this Agreement and other Loan Documents to which it is a party
are within its power, have been duly authorized as may be required and, if
necessary, by making appropriate filings with any governmental agency or unit
and are the legal, binding, valid and enforceable obligations of Borrower and
any guarantors; and do not (i) contravene, or constitute (with or without the
giving of notice or lapse of time or both) a violation of any provision of
applicable law, a violation of the organizational documents of Borrower or any
guarantor, or a material default under any agreement, judgment, injunction,
order, decree or other instrument binding upon or affecting Borrower or any
guarantor, (ii) result in the creation or imposition of any lien (other than
the lien(s) created by the Loan Documents) on any of Borrower’s or any
guarantor’s assets, or (iii) give cause for the acceleration of any obligations
of Borrower or any guarantor to any other creditor.  Asset Ownership.  Borrower has good and marketable title to all
of the properties and assets reflected on the balance sheets and financial
statements supplied Bank by Borrower, and all such properties and assets are
free and clear of mortgages, security deeds, pledges, liens, charges, and all
other encumbrances, except as otherwise disclosed to Bank by Borrower in
writing and approved by Bank (“Permitted Liens”).  To Borrower’s knowledge, no default has
occurred under any Permitted Liens and no claims or interests adverse to
Borrower’s present rights in its properties and assets have arisen.  Discharge of Liens and
Taxes.  Borrower has duly
filed, paid and/or discharged all taxes or other claims that may become a lien
on any of its property or assets, except to the extent that













such items are
being appropriately contested in good faith and an adequate reserve for the
payment thereof is being maintained.  Sufficiency of Capital. 
Borrower is not, and after consummation of this Agreement and after
giving effect to all indebtedness incurred and liens created by Borrower in
connection with the Note and any other Loan Documents, will not be, insolvent
within the meaning of 11 U.S.C. § 101, as in effect from time to time.  Compliance with Laws.  Borrower and any subsidiary and affiliate of
Borrower and any guarantor are in compliance in all material respects with all
federal, state and local laws, rules and regulations applicable to its
properties, operations, business, and finances, including, without limitation,
any federal or state laws relating to liquor (including 18 U.S.C. § 3617, et
seq.) or narcotics (including 21 U.S.C. § 801, et seq.) and/or any commercial
crimes; all applicable federal, state and local laws and regulations intended
to protect the environment; and the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), if applicable. None of Borrower, or any subsidiary or affiliate of Borrower or any
guarantor is a Sanctioned Person or has any of its assets in a Sanctioned
Country or does business in or with, or derives any of its operating income
from investments in or transactions with, Sanctioned Persons or Sanctioned
Countries in violation of economic sanctions administered by OFAC.  The proceeds from the Loan will not be used
to fund any operations in, finance any investments or activities in, or make
any payments to, a Sanctioned Person or a Sanctioned Country. “OFAC” means the
U.S. Department of the Treasury’s Office of Foreign Assets Control. “Sanctioned
Country” means a country subject to a sanctions program identified on the list
maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs/, or as otherwise published from time to
time.  “Sanctioned Person” means (i) a
person named on the list of Specially Designated Nationals or Blocked Persons
maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/, or as otherwise published from time to
time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an
organization controlled by a Sanctioned Country, or (C) a person resident in a
Sanctioned Country to the extent subject to a sanctions program administered by
OFAC.  Organization
and Authority.  Each
corporation, partnership or limited liability company Borrower and/or
guarantor, as applicable, is duly created, validly existing and in good
standing under the laws of the state of its organization, and has all powers,
governmental licenses, authorizations, consents and approvals required to
operate its business as now conducted. 
Each corporation, partnership or limited liability company Borrower
and/or guarantor, as applicable, is duly qualified, licensed and in good
standing in each jurisdiction where qualification or licensing is required by
the nature of its business or the character and location of its property,
business or customers, and in which the failure to so qualify or be licensed,
as the case may be, in the aggregate, could have a material adverse effect on
the business, financial position, results of operations, properties or
prospects of Borrower or any such guarantor.  No
Litigation.  There are no
pending material suits, claims or demands against Borrower or any guarantor
that have not been disclosed to Bank by Borrower in writing, and approved by
Bank.  To the best of Borrower’s
knowledge, there are no threatened material suits, claims or demands against
Borrower or any guarantor that have not been disclosed to Bank by Borrower in
writing, and approved by Bank.     ERISA.  Each employee
pension benefit plan, as defined in ERISA, maintained by Borrower meets, as of
the date hereof, the minimum funding standards of ERISA and all applicable
regulations thereto and requirements thereof, and of the Internal Revenue Code
of 1986, as amended.  No “Prohibited
Transaction” or “Reportable Event” (as both terms are defined by ERISA) has
occurred with respect to any such plan. Indemnity. Borrower
will indemnify Bank and its affiliates from and against any losses,
liabilities, claims, damages, penalties or fines imposed upon, asserted or
assessed against or incurred by Bank arising out of the inaccuracy or breach  of any of the representations contained in
this Agreement or any other Loan Documents.


AFFIRMATIVE COVENANTS.  Borrower agrees that from the date hereof and until final payment
in full of the Obligations, unless Bank shall otherwise consent in writing,
Borrower will:  Access to
Books and Records.  Allow
Bank, or its agents, during normal business hours, access to the books, records
and such other documents of Borrower as Bank shall reasonably require, and
allow Bank, at Borrower’s expense, to inspect, audit and examine the
same and to make extracts therefrom and to
make copies thereof.  Business Continuity. 
Conduct its business in substantially the same manner and locations as
such business is now and has previously been conducted.  Compliance with Other
Agreements.  Comply with all
terms and conditions contained in this Agreement, and any other Loan Documents,
and swap agreements, if applicable, as defined in 11 U.S.C. § 101, as in
effect from time to time.  Estoppel Certificate.  Furnish, within 15 days after request by
Bank, a written statement duly acknowledged of the



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amount due under the Loan and whether offsets or defenses exist against
the Obligations.  Insurance.  Maintain adequate insurance coverage with
respect to its properties and business against loss or damage of the kinds and
in the amounts customarily insured against by companies of established
reputation engaged in the same or similar businesses including, without
limitation, commercial general liability insurance, workers compensation
insurance, and business interruption insurance; all acquired in such amounts
and from such companies as Bank may reasonably require.  Maintain Properties.  Maintain, preserve and keep its property in
good repair, working order and condition (normal wear and tear expected),
making all replacements, additions and improvements thereto necessary
for the proper conduct of its business, unless prohibited by the Loan Documents.  Notice of Default and Other Notices.  (a) Notice of Default.  Furnish to Bank immediately upon becoming
aware of the existence of any condition or event which constitutes a Default
(as defined in the Loan Documents) or any event which, upon the giving of
notice or lapse of time or both, may become a Default, written notice
specifying the nature and period of existence thereof and the action which
Borrower is taking or proposes to take with respect thereto.  (b)  Other Notices.  Promptly notify Bank in writing of (i) any
material adverse change in its financial condition or its business; (ii) any
default under any material agreement, contract or other instrument to which it
is a party or by which any of its properties are bound, or any acceleration of
the maturity of any indebtedness owing by Borrower; (iii) any material adverse
claim against or affecting Borrower or any part of its properties; (iv) the
commencement of, and any material determination in, any litigation with any third
party or any proceeding before any governmental agency or unit affecting
Borrower; and (v) at least 30 days prior thereto, any change in Borrower’s name
or address as shown above, and/or any change in Borrower’s structure.  Other Financial Information.  Deliver promptly such other information
regarding the operation, business affairs, and financial condition of Borrower
which Bank may reasonably request.  Payment of Debts.  Pay and discharge when due, and before
subject to penalty or further charge, and otherwise satisfy before maturity or
delinquency, all obligations, debts, taxes, and liabilities of whatever nature
or amount, except those which Borrower in good faith disputes.  Reports and Proxies.  Deliver to Bank, promptly, a copy of all
financial statements, reports, notices, and proxy statements, sent by Borrower
to stockholders, and all regular or periodic reports required to be filed by
Borrower with any governmental agency or authority.


NEGATIVE COVENANTS.  Borrower agrees that from the date hereof and until final payment
in full of the Obligations, unless Bank shall otherwise consent in writing,
Borrower will not:   Change in Fiscal Year.  Change its fiscal year.  Encumbrances.  Create, assume, or permit to exist any
mortgage, security deed, deed of trust, pledge, lien, charge or other
encumbrance on any of its assets, whether now owned or hereafter acquired,
other than: (i) security interests required by the Loan Documents; (ii) liens
for taxes contested in good faith; or (iii) Permitted Liens.  Investments.  Purchase any stock, securities, or evidence
of indebtedness of any other person or entity except investments in direct
obligations of the United States Government and certificates of deposit of
United States commercial banks having a tier 1 capital ratio of not less than
6% and then in an amount not exceeding 10% of the issuing bank’s unimpaired
capital and surplus.  Default on Other Contracts or Obligations.  Default on any material contract with or
obligation when due to a third party or default in the performance of any
material obligation to a third party incurred for money borrowed.  Government Intervention.  Permit the assertion or making of any
seizure, vesting or intervention by or under authority of any governmental
entity, as a result of which the management
of Borrower or any guarantor is displaced of its authority in the conduct of
its respective business or such business is curtailed or materially
impaired.  Judgment
Entered.  Permit the entry of
any material monetary judgment or the assessment against, the filing of any tax
lien against, or the issuance of any writ of garnishment or attachment against
any material property of or debts due.  Prepayment of Other Debt. 
Retire any long-term debt entered into prior to the date of this
Agreement at a date in advance of its legal obligation to do so.  Retire or Repurchase
Capital Stock.  Retire or
otherwise acquire any of its capital stock.


FINANCIAL COVENANTS.  Borrower agrees to the following provisions from the date hereof
until final payment in full of the Obligations, unless Bank shall otherwise
consent in writing, using the financial information for Borrower, its
subsidiaries, affiliates and its holding or parent company, as applicable: Deposit Relationship.  Borrower shall
maintain a demand deposit account at Wachovia for loan advances and payments.
 Borrower hereby commits to use Bank for all its depository and treasury
services to be implemented post closing only if Borrower enters into long term
financing with Bank.



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CONDITIONS PRECEDENT.  The obligations of
Bank to make the loan and any advances pursuant to this Agreement are subject
to the following conditions precedent:  Additional Documents or
Other Information.  Receipt by
Bank of such additional supporting documents or other information as Bank or
its counsel may reasonably request.


[SIGNATURE PAGE
ATTACHED]



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IN WITNESS
WHEREOF, Borrower and Bank, on
the day and year first written above, have caused this Agreement to be duly executed
under seal.


	
  

  	
  Force
  Protection, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael S.
  Durski

  	
  (SEAL)

  
	
   

  	
   

  
	
   

  	
  Name: Michael S.
  Durski, Title: Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  Force Protection
  Industries, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael S.
  Durski

  	
  (SEAL)

  
	
   

  	
   

  
	
   

  	
  Name: Michael S.
  Durski, Title: Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  Force Protection
  Technologies, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael S.
  Durski

  	
  (SEAL)

  
	
   

  	
   

  
	
   

  	
  Name: Michael S.
  Durski, Title: Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  Wachovia Bank,
  National Association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Guy M. Meares

  	
  (SEAL)

  
	
   

  	
   

  	
  Guy M. Meares,
  III, Senior Vice President

  	 

						



 



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