Exhibit 10.2


SECURITY AGREEMENT


July 20, 2007


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, “Debtor”)


Wachovia Bank, National Association


177 Meeting Street, Suite 450


Charleston, South Carolina 29401


(Hereinafter
referred to as the “Bank”)


For value received
and to secure payment and performance of any and all obligations of Debtor
(also referred to collectively herein as “Borrower”) to Bank however created,
arising or evidenced, whether direct or indirect, absolute or contingent, now
existing or hereafter arising or acquired, including swap agreements (as
defined in 11 U.S.C. § 101, as in effect from time to time), future advances,
and all costs and expenses incurred by Bank to obtain, preserve, perfect and
enforce the security interest granted herein and to maintain, preserve and
collect the property subject to the security interest (collectively, “Secured
Obligations”), Debtor hereby grants to Bank a continuing security interest in
and lien upon the following described property, whether now owned or hereafter
acquired, and any additions, replacements, accessions, or substitutions thereof
and all cash and non-cash proceeds and products thereof (collectively, “Collateral”):


All of the personal property and fixtures of Debtor of
every kind and nature including, without limitation, all accounts, equipment,
accessions, fixtures, inventory, chattel paper, instruments, investment
property, documents, letter-of-credit rights, deposit accounts and general
intangibles, wherever located.  The
foregoing fixture Collateral is located at or affixed to real property known as
9801 Highway 78, Ladson, South Carolina 29456 as recorded at Book S174, Page
210, in the real property records of Charleston County, of the State of South
Carolina, wherein the record owner is Aerospance/Defense, Inc. (a/k/a RM
Aerospace/Defense, Inc.).


Debtor hereby represents and agrees that:


OWNERSHIP.  Debtor owns the Collateral or Debtor will
purchase and acquire rights in the Collateral within ten days of the date
advances are made under the Loan Documents. 
If Collateral is being acquired with the proceeds of an advance under
the Loan Documents, Debtor authorizes Bank to disburse proceeds directly to the
seller of the Collateral.  The Collateral
is free and clear of all liens, security interests, and claims except those
previously reported in writing to and approved by Bank, and Debtor will keep
the Collateral free and clear from all liens, security interests and claims,
other than those granted to or approved by Bank.


NAME AND OFFICES; JURISDICTION OF ORGANIZATION.  The
name and address of Debtor appearing at the beginning of this Agreement are
Debtor’s exact legal name and the address of its chief executive office.  There has been no change in the name of
Debtor, or the name under which Debtor conducts business, within the five years
preceding the date 












hereof except as previously
reported in writing to Bank.  Debtor has
not moved its chief executive office within the five years preceding the date
hereof except as previously reported in writing to Bank.  Debtor is organized under the laws of the
State of Nevada and has not changed the jurisdiction of its organization within
the five years preceding the date hereof except as previously reported in
writing to Bank.


TITLE/TAXES.  Debtor has good and marketable title to the
Collateral and will warrant and defend same against all claims.  Debtor will not transfer, sell, or lease
Collateral (except as permitted herein). 
Debtor agrees to pay promptly all taxes and assessments when due unless
contested in good faith through appropriate procedures upon or for the use of
Collateral and on this Security Agreement. 
At its option, Bank may discharge taxes, liens, security interests or
other encumbrances at any time levied or placed on Collateral no sooner than ten
days after the Borrowers failure to do so. 
Debtor agrees to reimburse Bank, on demand, for any such payment made by
Bank.  Any amounts so paid shall be added
to the Secured Obligations.


WAIVERS.  Debtor agrees not to assert against Bank as a
defense (legal or equitable), as a set-off, as a counterclaim, or otherwise,
any claims Debtor may have against any seller or lessor that provided personal
property or services relating to any part of the Collateral or against any
other party liable to Bank for all or any part of the Secured Obligations.  Debtor waives all exemptions and homestead
rights with regard to the Collateral. 
Debtor waives any and all rights to any bond or security which might be
required by applicable law prior to the exercise of any of Bank’s remedies
against any Collateral.  All rights of
Bank and security interests hereunder, and all obligations of Debtor hereunder,
shall be absolute and unconditional, not discharged or impaired irrespective of
(and regardless of whether Debtor receives any notice of):  (i) any lack of validity or enforceability of
any Loan Document; (ii) any change in the time, manner or place of payment or
performance, or in any term, of all or any of the Secured Obligations or the
Loan Documents or any other amendment or waiver of or any consent to any departure
from any Loan Document unless agreed to in writing by the parties; or (iii) any
exchange, insufficiency, unenforceability, enforcement, release, impairment or
non-perfection of any collateral, or any release of or modifications to
or insufficiency, unenforceability or enforcement of the obligations of any
guarantor or other obligor.  To the
extent permitted by law, Debtor hereby waives any rights under any valuation,
stay, appraisement, extension or redemption laws now existing or which may
hereafter exist and which, but for this provision, might be applicable to any
sale or disposition of the Collateral by Bank; and any other circumstance which
might otherwise constitute a defense available to, or a discharge of any party
with respect to the Secured Obligations.


NOTIFICATIONS; LOCATION OF COLLATERAL.  Debtor will notify Bank in writing at least
30 days prior to any change in:  (i)
Debtor’s chief place of business and/or residence; (ii) Debtor’s name or
identity; (iii) Debtor’s corporate/organizational structure; or (iv) the
jurisdiction in which Debtor is organized. 
In addition, Debtor shall promptly notify Bank of any material claims or
alleged claims of any other person or entity to the Collateral or the institution
of any litigation, arbitration, governmental investigation or administrative
proceedings against or affecting the Collateral.  Debtor will keep Collateral at the
location(s) previously provided to Bank until such time as Bank provides
written advance consent to a change of location.  Debtor will bear the cost of preparing and
filing any documents necessary to protect Bank’s liens.


COLLATERAL CONDITION AND LAWFUL USE.  Debtor represents that the Collateral is in
good repair and condition and that Debtor shall use reasonable care to prevent
Collateral from being damaged or depreciating, normal wear and tear
excepted.  Debtor shall immediately
notify Bank of any material loss or damage to Collateral.  Debtor shall not permit any item of
Collateral to become an accession to other property unless such property is
also Collateral hereunder.  Debtor
represents it is in compliance in all material respects with all laws, rules
and regulations applicable to the Collateral and its properties, operations,
business, and finances.


RISK OF LOSS AND INSURANCE.  Debtor shall bear all risk of loss with
respect to the Collateral.  The injury to
or loss of Collateral, either partial or total, shall not release Debtor from
payment or other performance hereof. 
Debtor agrees to obtain and keep in force property insurance on the
Collateral with a Lender’s Loss Payable Endorsement in favor of Bank and
commercial general liability insurance naming Bank as Additional Insured and
such other insurance as Bank may require from time to time.



 2
 








Such insurance is to be in form and amounts
satisfactory to Bank and issued by reputable insurance carriers satisfactory to
Bank with a Best Insurance Report Key Rating of at least “A-”.  All such policies shall provide to Bank a
minimum of 30 days written notice of cancellation.  Debtor shall furnish to Bank such policies,
or other evidence of such policies satisfactory to Bank.  If
Debtor fails to obtain or maintain in force such insurance or fails to furnish
such evidence, Bank is
authorized, but not obligated, to purchase any or all insurance or “Single
Interest Insurance” protecting such interest as Bank deems appropriate against
such risks and for such coverage and for such amounts, including either the
loan amount or value of the Collateral, all at its discretion, and at Debtor’s
expense.  In such event, Debtor agrees to
reimburse Bank for the cost of such insurance and Bank may add such cost to the
Secured Obligations.  Debtor shall bear
the risk of loss to the extent of any deficiency in the effective insurance
coverage with respect to loss or damage to any of the Collateral.  Debtor hereby assigns to Bank the proceeds of
all property insurance covering the Collateral up to the amount of the Secured
Obligations and directs any insurer to make payments directly to Bank.  During the continuance of a Default or the
occurrence of an event that will likely lead to a Default, Debtor hereby
appoints Bank its attorney-in-fact, which appointment shall be
irrevocable and coupled with an interest for so long as Secured Obligations are
unpaid, to file proof of loss and/or any other forms required to collect from
any insurer any amount due from any damage or destruction of Collateral, to
agree to and bind Debtor as to the amount of said recovery, to designate
payee(s) of such recovery, to grant releases to insurer, to grant subrogation
rights to any insurer, and to endorse any settlement check or draft.  Debtor agrees not to exercise any of the
foregoing powers granted to Bank without Bank’s prior written consent.


FINANCING
STATEMENTS, CERTIFICATES OF TITLE, POWER OF ATTORNEY.  No financing statement (other than any filed
or approved by Bank) covering any Collateral is on file in any public filing
office other than Permitted Liens. 
Debtor authorizes the filing of one or more financing statements covering
the Collateral in form satisfactory to Bank, and without Debtor’s signature
where authorized by law, agrees to deliver certificates of title on which Bank’s
lien has been indicated covering any Collateral subject to a certificate of
title statute, and will pay all costs and expenses of filing or applying for
the same or of filing this Security Agreement in all public filing offices,
where filing is deemed by Bank to be desirable. 
Debtor hereby constitutes and appoints Bank the true and lawful attorney
of Debtor with full power of substitution to take any and all appropriate
action and to execute any and all documents, instruments or applications that
may be necessary or desirable to accomplish the purpose and carry out the terms
of this Security Agreement, including, without limitation, to complete,
execute, and deliver any Control Agreement(s) by Bank, Debtor and Third
Party(ies) that may be or become required in connection herewith (individually
and collectively the “Control Agreement”), and any instructions to Third
Party(ies) regarding, among other things, control and disposition of any
Collateral which is the subject of such Control Agreement(s).  The foregoing power of attorney is coupled
with an interest and shall be irrevocable until all of the Secured Obligations
have been paid in full.  Neither Bank nor
anyone acting on its behalf shall be liable for acts, omissions, errors in
judgment, or mistakes in fact in such capacity as attorney-in-fact.  Debtor ratifies all acts of Bank as
attorney-in-fact.  Debtor agrees to take
such other actions, at Debtor’s expense, as might be requested for the
perfection, continuation and assignment, in whole or in part, of the security
interests granted herein and to assure and preserve Bank’s intended priority
position.  If certificates, passbooks, or
other documentation or evidence is/are issued or outstanding as to any of the
Collateral, Debtor will cause the security interests of Bank to be properly
protected, including perfection by notation thereon or delivery thereof to
Bank.


LANDLORD/MORTGAGEE WAIVERS.  If requested by Bank, Debtor shall cause each
mortgagee of real property owned by Debtor and each landlord of real property
leased by Debtor to execute and deliver instruments satisfactory in form and
substance to Bank by which such mortgagee or landlord subordinates its rights,
if any, in the Collateral.


CONTROL.  Debtor will cooperate with Bank in obtaining
control with respect to Collateral consisting of electronic chattel paper.  Debtor authorizes
and directs Third Party to comply with the terms of this Security Agreement, to
enter into a Control Agreement, to mark its records to show the security
interest of and/or the transfer to Bank of the property pledged hereunder.



 3
 








CHATTEL PAPER, ACCOUNTS, GENERAL INTANGIBLES.  Debtor warrants that Collateral consisting of
chattel paper, accounts, or general intangibles is (i) genuine and enforceable
in accordance with its terms; (ii) not subject to any defense, set-off,
claim or counterclaim of a material nature against Debtor except as to which
Debtor has notified Bank in writing; and (iii) not subject to any other
circumstances that would impair the validity, enforceability, value, or amount
of such Collateral except as to which Debtor has notified Bank in writing.  Debtor shall not amend, modify or supplement
any lease, contract or agreement contained in Collateral or waive any provision
therein, without prior written consent of Bank.  Debtor will not create any
tangible chattel paper without placing a legend on the chattel paper acceptable
to Bank indicating that Bank has a security interest in the chattel paper.  Debtor will not create any electronic chattel
paper without taking all steps deemed necessary by Bank to confer control of
the electronic chattel paper upon Bank in accordance with the UCC.


ACCOUNT INFORMATION.  From time to time, at Bank’s request, Debtor
shall provide Bank with schedules describing all accounts, including customers’
addresses, created or acquired by Debtor and at Bank’s request shall execute
and deliver written assignments of contracts and other documents evidencing
such accounts to Bank.  Together with
each schedule, Debtor shall, if requested by Bank, furnish Bank with copies of
Debtor’s sales journals, invoices, customer purchase orders or the equivalent,
and original shipping or delivery receipts for all goods sold, and Debtor
warrants the genuineness thereof.


ACCOUNT DEBTORS.  If a Default should occur, Bank shall have
the right to notify the account debtors obligated on any or all of the
Collateral to make payment thereof directly to Bank and Bank may take control
of all proceeds of any such Collateral, which rights Bank may exercise at any
time.  The cost of such collection and
enforcement, including attorneys’ fees and expenses, shall be borne solely by
Debtor whether the same is incurred by Bank or Debtor.  If a Default should occur or upon demand of
Bank, Debtor will, upon receipt of all checks, drafts, cash and other
remittances in payment on Collateral, deposit the same in a special bank
account maintained with Bank, over which Bank also has the power of withdrawal.


If a Default should occur, no discount, credit, or
allowance shall be granted by Debtor to any account debtor and no return of
merchandise shall be accepted by Debtor without Bank’s consent.  Bank may, after Default, settle or adjust
disputes and claims directly with account debtors for amounts and upon terms
that Bank considers advisable, and in such cases Bank will credit the Secured
Obligations with the net amounts received by Bank, after deducting all of the
reasonable expenses incurred by Bank. 
Debtor agrees to indemnify and defend Bank and hold it harmless with
respect to any claim or proceeding arising out of any matter related to
collection of Collateral.


GOVERNMENT CONTRACTS.  If any Collateral covered hereby arises from
obligations due to Debtor from any governmental unit or organization, Debtor
shall immediately notify Bank in writing and execute all documents and take all
actions deemed necessary by Bank to ensure recognition by such governmental
unit or organization of the rights of Bank in the Collateral.


INVENTORY.  So long as no Default has occurred, Debtor
shall have the right in the regular course of business, to process and sell
Debtor’s inventory.  If a Default should
occur or upon demand of Bank, Debtor will, upon receipt of all checks, drafts,
cash and other remittances, in payment of Collateral sold, deposit the same in
a special bank account maintained with Bank over which Bank also has the power
of withdrawal.  Debtor agrees to notify
Bank immediately in the event that any inventory purchased by or delivered to
Debtor is evidenced by a bill of lading, dock warrant, dock receipt, warehouse
receipt or other document of title and to deliver such document to Bank upon
request.


INSTRUMENTS, CHATTEL PAPER, DOCUMENTS.  Any Collateral that is, or is evidenced by, instruments, chattel paper or negotiable
documents will be properly assigned to and the originals of any such Collateral
in tangible form deposited with and held by Bank, unless Bank shall hereafter
otherwise direct or consent in writing. 
During the continuance of a Default, Bank may, without notice, before or
after maturity of the Secured Obligations, exercise any or all rights of
collection, conversion, or exchange and other similar rights, privileges and
options pertaining to such Collateral, but shall have no duty to do so.



 4
 








COLLATERAL DUTIES.  Bank shall have no custodial or ministerial
duties to perform with respect to Collateral pledged except as set forth
herein; and by way of explanation and not by way of limitation, Bank shall
incur no liability for any of the following: 
(i) loss or depreciation of Collateral (unless caused by its willful
misconduct or gross negligence), (ii) failure to present any paper for payment
or protest, to protest or give notice of nonpayment, or any other notice with
respect to any paper or Collateral.


TRANSFER OF COLLATERAL.  Bank may assign its rights in Collateral or
any part thereof to any assignee who shall thereupon become vested with all the
powers and rights herein given to Bank with respect to the property so
transferred and delivered, and Bank shall thereafter be forever relieved and
fully discharged from any liability with respect to such property so transferred,
but with respect to any property not so transferred, Bank shall retain all
rights and powers hereby given.


INSPECTION, BOOKS AND RECORDS.  Debtor will at all times keep accurate and
complete records covering each item of Collateral, including the proceeds
therefrom.  Bank, or any of its agents,
shall have the right, at intervals to be determined by Bank and without
hindrance or delay, at Debtor’s expense, to inspect, audit, and examine the
Collateral during normal business hours and to make copies of and extracts from
the books, records, journals, orders, receipts, correspondence and other data
relating to Collateral, Debtor’s business or any other transaction between the
parties hereto.  Debtor will at its
expense furnish Bank copies thereof upon request.  For the further security of Bank, it is
agreed that Bank has and is hereby granted a security interest in all books and
records of Debtor pertaining to the Collateral.


COMPLIANCE WITH LAW.  Debtor will comply in all material respects
with all federal, state and local laws and regulations, applicable to it,
including without limitation, laws and regulations relating to the environment,
labor or economic sanctions, in the creation, use, operation, manufacture and
storage of the Collateral and the conduct of its business.


REGULATION U.  None of the proceeds of the credit secured
hereby shall be used directly or indirectly for the purpose of purchasing or
carrying any margin stock in violation of any of the provisions of Regulation U
of the Board of Governors of the Federal Reserve System (“Regulation U”), or
for the purpose of reducing or retiring any indebtedness which was originally
incurred to purchase or carry margin stock or for any other purchase which
might render the Loan a “Purpose Credit” within the meaning of Regulation U.


CROSS COLLATERALIZATION LIMITATION.  As to any other existing or future consumer
purpose loan made by Bank to Debtor, within the meaning of the Federal Consumer
Credit Protection Act, Bank expressly waives any security interest granted
herein in Collateral that Debtor uses as a principal dwelling and household
goods.


ATTORNEYS’ FEES AND OTHER COSTS OF COLLECTION.  Debtor shall pay all of Bank’s reasonable
expenses actually incurred in enforcing this Security Agreement and in preserving
and liquidating Collateral, including but not limited to, reasonable
arbitration, paralegals’, attorneys’ and experts’ fees and expenses, whether
incurred with or without the commencement of a suit, trial, arbitration, or
administrative proceeding, or in any appellate or bankruptcy proceeding.


DEFAULT.  If any of the following occurs, a default (“Default”)
under this Security Agreement shall exist: 
Loan Document Default.  A default under any Loan Document.  Collateral Loss or
Destruction.  Any material
loss, theft, substantial damage, or destruction of Collateral not fully covered
by insurance, or as to which insurance proceeds are not remitted to Bank within
15 days of the loss recovery and no later than sixty (60) days from the date of
the loss.  Collateral
Sale, Lease or Encumbrance. 
Any sale, lease, or encumbrance of any Collateral not specifically
permitted herein without prior written consent of Bank.  Levy, Seizure or
Attachment.  The making of any
levy, seizure, or attachment on or of Collateral which is not removed within 10
days.  Unauthorized
Collection of Collateral.  Any
attempt to collect, cash in or otherwise recover deposits that are
Collateral.  Third Party
Breach.  Any default or breach
by a Third Party of any provision contained in any Control Agreement executed
in connection with any of the



 5
 








Collateral.  Unauthorized Termination. 
Any attempt to terminate, revoke, rescind, modify, or violate the terms
of this Security Agreement or any Control Agreement without the prior written
consent of Bank.


REMEDIES ON DEFAULT (INCLUDING POWER OF SALE).  If a Default occurs Bank shall have all the
rights and remedies of a secured party under the Uniform Commercial Code.  Without limitation thereto, Bank shall have
the following rights and remedies:  (i)
to take immediate possession of Collateral, without notice or resort to legal
process, and for such purpose, to enter upon any premises on which Collateral
or any part thereof may be situated and to remove the same therefrom, or, at
its option, to render Collateral unusable or dispose of said Collateral on
Debtor’s premises; (ii) to require Debtor to assemble the Collateral and make
it available to Bank at a place to be designated by Bank; (iii) to exercise its
or its affiliate’s right of set-off or Bank lien as to any monies of
Debtor deposited in deposit accounts and investment accounts of any nature
maintained by Debtor with Bank or affiliates of Bank, without advance notice,
regardless of whether such accounts are general or special; (iv) to dispose of
Collateral, as a unit or in parcels, separately or with any real property
interests also securing the Secured Obligations, in any county or place to be
selected by Bank, at either private or public sale (at which public sale Bank
may be the purchaser) with or without having the Collateral physically present
at said sale.


Any notice of sale, disposition or other action by
Bank required by law and sent to Debtor at Debtor’s address shown above, or at
such other address of Debtor as may from time to time be shown on the records
of Bank, at least 10 days prior to such action, shall constitute reasonable
notice to Debtor.  Notice shall be deemed
given or sent when mailed postage prepaid to Debtor’s address as provided
herein.  Bank shall be entitled to apply
the proceeds of any sale or other disposition of the Collateral, and the
payments received by Bank with respect to any of the Collateral, to Secured
Obligations in such order and manner as Bank may determine.  Collateral that is subject to rapid declines
in value and is customarily sold in recognized markets may be disposed of by
Bank in a recognized market for such collateral without providing notice of
sale.  Debtor waives any and all
requirements that the Bank sell or dispose of all or any part of the Collateral
at any particular time, regardless of whether Debtor has requested such sale or
disposition.


REMEDIES ARE CUMULATIVE.  No failure on the part of Bank to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise by Bank or any
right, power or remedy hereunder preclude any other or further exercise thereof
or the exercise of any right, power or remedy. 
The remedies herein provided are cumulative and are not exclusive of any
remedies provided by law, in equity, or in other Loan Documents.


INDEMNIFICATION.  Debtor shall protect, indemnify and save
harmless Bank from and against all losses, liabilities, obligations,
claims, damages, penalties, fines, causes of action, costs and expenses
(including, without limitation, reasonable attorneys’ fees and expenses) (collectively,
“Damages”) imposed upon, incurred by or asserted or assessed against Bank
on account of or in connection with (i) the Loan Documents or any failure or
alleged failure of Debtor to comply with any of the terms of, or the inaccuracy
or breach of any representation in, the Loan Documents, (ii) the Collateral or
any claim of loss or damage to the Collateral or any injury or claim of injury
to, or death of, any person or property that may be occasioned by any cause
whatsoever pertaining to the Collateral or the use, occupancy or operation
thereof, (iii) any failure or alleged failure of Debtor to comply with any law,
rule or regulation applicable to it or to the Collateral or the use, occupancy
or operation of the Collateral (including, without limitation, the failure to
pay any taxes, fees or other charges), (iv) any Damages whatsoever by reason of
any alleged action, obligation or undertaking of Bank relating in any way to or
any matter contemplated by the Loan Documents, or (v) any claim for brokerage
fees or such other commissions relating to the Collateral or any other Secured
Obligations.  Nothing contained herein
shall require Debtor to indemnify Bank for any Damages resulting from Bank’s
gross negligence or its willful misconduct, and such indemnity shall be
effective only to the extent of any Damages that may be sustained by Bank in
excess of any net proceeds received by it from any insurance of Debtor (other
than self-insurance) with respect to such Damages.  The indemnity provided for herein shall
survive payment of the Secured Obligations and shall extend to the officers,
directors, employees and duly authorized agents of Bank.  In the event Bank incurs any Damages arising
out of or in any way relating to the transaction contemplated by the Loan
Documents 



 6
 








(including any of the matters referred to in this
section), the amounts of such Damages shall be added to the Secured
Obligations, shall bear interest, to the extent permitted by law, at the
interest rate borne by the Secured Obligations from the date incurred until
paid and shall be payable on demand.


MISCELLANEOUS.  (i) Amendments and Waivers.  No waiver, amendment or modification of any
provision of this Security Agreement shall be valid unless in writing and
signed by Debtor and an officer of Bank. 
No waiver by Bank of any Default shall operate as a waiver of any other
Default or of the same Default on a future occasion.  (ii) Assignment.  All rights of Bank hereunder are freely
assignable, in whole or in part, and shall inure to the benefit of and be
enforceable by Bank, its successors, assigns and affiliates.  Debtor shall not assign its rights and
interest hereunder without the prior written consent of Bank, and any attempt
by Debtor to assign without Bank’s prior written consent is null and void.  Any assignment shall not release Debtor from
the Secured Obligations.  This Security
Agreement shall be binding upon Debtor, and the heirs, personal
representatives, successors, and assigns of Debtor.  (iii) Applicable Law; Conflict
Between Documents.  This
Security Agreement shall be governed by and construed under the law of the
jurisdiction named in the address of the Bank shown on the first page hereof
without regard to that Jurisdiction’s conflict of laws principles, except to
the extent that the UCC requires the application of the law of a different
jurisdiction. If any terms of this Security Agreement conflict with the terms
of any commitment letter or loan proposal, the terms of this Security Agreement
shall control.  (iv) Jurisdiction.  Debtor irrevocably agrees to non-exclusive
personal jurisdiction in the state identified as the Jurisdiction above.  (v) Severability.  If any provision of this Security Agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective but only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Security Agreement.  (vi) Payments. 
All payments to be mailed shall be mailed to Commercial Loan Services,
P. O. Box 740502, Atlanta, GA 30374-0502; or such other address as provided by
Bank in writing.  (vii) Notices.  Any notices
to Debtor shall be sufficiently given, if in writing and mailed or delivered to
the address of Debtor shown above or such other address as provided hereunder;
and to Bank, if in writing and mailed or delivered to Wachovia Bank, National
Association, Mail Code VA7628, P. O. Box 13327, Roanoke, VA 24040 or Wachovia
Bank, National Association, Mail Code VA7628, 10 South Jefferson Street,
Roanoke, VA 24011 or such other address as Bank may specify in writing from
time to time.  Notices to Bank must
include the mail code.  In the event that
Debtor changes Debtor’s mailing address at any time prior to the date the
Secured Obligations are paid in full, Debtor agrees to promptly give written
notice of said change of address by registered or certified mail, return
receipt requested, all charges prepaid. 
(viii) Captions.  The captions contained herein are inserted
for convenience only and shall not affect the meaning or interpretation of this
Security Agreement or any provision hereof. 
The use of the plural shall also mean the singular, and vice versa.  (ix) Joint and Several
Liability.  If more than one
party has signed this Security Agreement, such parties are jointly and
severally obligated hereunder.  (x) Binding Contract. 
Debtor by execution and Bank by acceptance of this Security Agreement,
agree that each party is bound by all terms and provisions of this Security
Agreement.  (xi) Final Agreement. 
This Agreement and the other Loan Documents represent the
final agreement between the parties and may not be contradicted by evidence of
prior, contemporaneous or subsequent agreements of the parties.  There are no unwritten agreements between the
parties.


DEFINITIONS.  Loan Documents.  The term “Loan Documents” refers to all
documents, including this Agreement, whether now or hereafter existing,
executed in connection with or related to the Secured Obligations, and may
include, without limitation and whether executed by Debtor or others,
commitment letters that survive closing, loan agreements, promissory notes,
guaranty agreements, deposit or other similar agreements, other security
agreements, letters of credit and applications for letters of credit, security
instruments, financing statements, mortgage instruments, any renewals or
modifications, whenever any of the foregoing are executed, but does not include
swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to
time).  Third
Party.  The term “Third Party”
means any Broker, Collateral Agent, Securities Intermediary and/or bank which
from time to time maintains a securities account, and is acting in such
capacity, for Debtor or maintains a deposit account for Debtor with respect to
any part of the Collateral.  UCC.  “UCC”
means the Uniform Commercial Code as presently and hereafter enacted in the
Jurisdiction.  Terms defined in the UCC. 
Any term used in this Agreement and in any financing statement filed in
connection herewith which is defined in the UCC and not otherwise defined in
this Agreement or any other Loan Document has the meaning given to the term in
the UCC.



 7
 








IN
WITNESS WHEREOF, Debtor, on the day and year first written
above, has caused this Security Agreement to be duly executed under seal.


	
  

  	
  Debtor

  
	
   

  	
  Force Protection, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  CORPORATE

  	
  By:

  	
  /s/ Michael S. Durski

  	
   

  
	
  SEAL

  	
   

  	
   

  
	
   

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

  



 


	
  

  	
   

  
	
  Signed, sealed and delivered in presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  



 


	
  

  	
  Force Protection Industries,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CORPORATE

  	
  By:

  	
  /s/
  Michael S. Durski

  	
   

  
	
  SEAL

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  



 


	
  Signed, sealed and delivered in presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  




 8
 








 


	
  

  	
  Force Protection Technologies,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CORPORATE

  	
  By:

  	
  /s/ Michael S. Durski

  	
   

  
	
  SEAL

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  



 


	
  Signed, sealed and delivered in presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  



 



 9