Exhibit
10.5


	
  AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

  	
   

  	
  1. CONTRACT ID
  CODE

  J

  	
   

  	
   

  	
   

  	
  PAGE OF PAGES

  1       |       32

  
	
   

  
	
  2. AMENDMENT/MODIFICAITON NO.
                 02

  	
   

  	
  3. EFFECTIVE DATE

  17-Apr-2007

  	
   

  	
  4. REQUISITION/PURCHASE REQ. NO.

  SEE SCHEDULE

  	
   

  	
  5. PROJECT NO. (If applicable)

  
	
   

  
	
  6. ISSUED BY

  

  MARCORSYSCOM

  2200 LESTER STREET

  QUANTICO VA 22134-5010

  	
   

  	
  CODE   M67854

  	
   

  	
  7. ADMINISTERED BY (If other than Item 6)

  DCMA ATLANTA

  ATTN: KAREN BRENNER, 2300 LAKE PARK DRIVE

  SUITE 300

  SMYNRA GA 30080

  	
   

  	
  CODE

  	
   

  	
  S1103A

  
	
   

  
	
  8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)

  FORCE PROTECTION INDUSTRIES, INC

  DAMON WALSH

  9801 HIGHWAY 78, #1

  LADSON SC 29456

  	
   

  	
  o

   

  o

   

  x

  	
   

  	
  9A. AMENDMENT OF SOLICIATION NO.

   

  9B. DATED (SEE ITEM 11)

   

  10A. MODIFICATION OF CONTRACT/ORDER NO.

  M67854-07-D-5031-0002

  
	
  

  CODE

  	
   

  	
  

  1EFH8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  

  FACILITY CODE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  x

  	
   

  	
  10B. DATED (SEE
  ITEM 13)

  14-Feb-2007

  
	
   

  
	
  11.
  THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

  
	
   

  
	
  o

  	
  The above numbered solicitation is amended as set
  forth in Item 14. The hour and date specified for receipt of Offers

  	
   

  	
  o

  	
   

  	
  is extended,

  	
   

  	
  o

  	
   

  	
  is not extended.

  	
   

  	
   

  
	
   

  
	
   

  	
  Offers must acknowledge receipt of this amendment
  prior to the hour and date specified in the solicitation or as amended, by
  one of the following methods:

  (a) By completing Items 8 and 15, and returning
             copies of the
  amendment; (b) By acknowledging receipt of this amendment on each copy of the
  offer submitted; or (c) By separate letter or telegram which includes a
  reference to the solicitation and amendment numbers. FAILURE OF YOUR
  ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
  OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
  OFFER. If by virtue of this amendment your desire to change an offer already
  submitted, such change may be made by telegram or letter, provided each
  telegram or letter makes reference to the solicitation and this amendment,
  and is received prior to the opening hour and date specified.

  
	
   

  
	
  12.  ACCOUNTING AND APPROPIRATION DATA (If required)

  See Schedule

  
	
   

  
	
  13.
  THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS

  IT MODIFIES THE CONTRACT/ORDER NO. AS
  DESCRIBED IN ITEM 14.

  
	
   

  
	
  o   A.   THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE
  IN THE CONTRACT ORDER NO. IN ITEM 10A.

  
	
  o   B.   THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
  ADMINISTRATIVE CHANGES (such as
  changes in paying office, appropriation date, etc. ) SET FORTH IN ITEM
  14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

  
	
  x  C.   THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
  AUTHORITY OF: 

  FAR 43.103(a) Bilateral Agreement

  
	
  o   D.   OTHER (Specify type of
  modification and authority)



  
	
  E.
  IMPORTANT:   Contractor   o is not,   x is required to sign this document and
  return 1 copies to the issuing office.

  
	
   

  
	
  14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
  including solicitation/contract subject matter where feasible.)

  Modification Control Number: ediez071468

  The
  purpose of this modification is to purchase sustainment and support CLINs for
  the vehicles ordered on Delivery Order 0002.

  Except as provided herein, all terms and conditions
  of the document referenced in Item 9A or 10A, as heretofore changed, remains
  unchanged and in full force and effect.

  
	
   

  
	
  15A. NAME AND TITLE OF SIGNER (Type or print)

  Otis Byrd

  	
   

  	
   

  	
   

  	
  16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

  Lynn Frazier

  
	
   

  
	
  15B. CONTRACTOR/OFFEROR

  	
   

  	
  15C. DATE SIGNED

  	
   

  	
  16B. UNITED STATES OF AMERICA

  	
   

  	
  16C. DATE SIGNED

  
	
  /s/ Otis Byrd

  	
   

  	
  April 17, 2007

  	
   

  	
  /s/ Lynn Frazier

  	
   

  	
  17 Apr 07

  
	
  (Signature of person authorized to sign)

  	
   

  	
   

  	
   

  	
  (Signature of Contracting Officer)

  	
   

  	
   

  
	
   

  
	
  EXCEPTION TO SF 30

  	
   

  	
  30-105-04

  	
   

  	
  STANDARD FORM 30 (REV. 10-83)

  
	
  APPROVED BY OIRM 11-84

  	
   

  	
   

  	
   

  	
  Prescribed by GSA 

  
	
   

  	
   

  	
   

  	
   

  	
  FAR (48 CFR) 53.243