Exhibit
10.2


 


SALE AND PURCHASE AGREEMENT


 


THIS
SALE AND PURCHASE AGREEMENT (“Agreement”), dated as of the Effective Date,
hereinafter defined, is made by and between NEWTEC
SERVICES GROUP, Inc. (“Seller”), a South Carolina corporation
operating in good standing having an address at 333 Hart Street, Edgefield,
South Carolina 29803, and FORCE PROTECTION
TECHNOLOGIES, Inc., a Nevada corporation operating in good
standing in South Carolina, having an address at 9801 Highway 78, Bldg #3,
Ladson, South Carolina 29456 (“Purchaser”).


 


I.


 


Definitions; Sale and Purchase; Inspections


 


1.1          Definitions. For the purpose of this Agreement, the following terms shall have the meanings indicated:


 


(a)                   Closing shall mean
the execution of all documents and the payment of all funds necessary to
transfer title to the Property from Seller to Purchaser.


 


(b)                   Closing Date
shall mean the date specified in Section 7.1.


 


(c)                   Code
shall mean the Internal Revenue Code of 1986, as amended


 


(d)                   Cut-off Time
shall mean 11:59 p.m. on the date preceding the Closing Date.


 


(e)                   Effective
Date shall mean the date this Agreement is last executed by Seller or
Purchaser.


 


(f)                    Equipment
shall mean all fixtures, furniture, furnishings, fittings, tools, machinery,
apparatus, appliances, vehicles and other articles of personal property (other
than the Expendables) located at the Property.


 


(g)                   Escrow Agent
shall mean Philip H. Woolhiser, Attorney.


 


(h)                   Expendables
shall mean all chemicals, explosives, shells and similar materials.


 


(i)                    Hazardous
Substances shall mean any substance or material of a type which (A) has
been or is at any time determined by any state or federal court in a reported
decision to be a waste, pollutant, contaminant, hazardous waste or hazardous
substance, (B) has been or is determined by any governmental authority to be a
waste, pollutant, contaminant, hazardous waste, hazardous substance or
hazardous material capable of posing a risk of injury to health, safety or
property, or (C) is described as, or has been or is determined to be a waste,
pollutant, contaminant, hazardous waste, hazardous substance, or hazardous
material under any Hazardous Waste Law.


 


(j)                    Hazardous
Waste Law shall mean any law, statute, ordinance, code, rule, regulation,
decree, resolution or requirement promulgated by any governmental authority
with respect to Hazardous Substance, including, without limitation, the
following: (A) the Resource Conservation and Recovery Act of 1976, as amended
by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. Section 6901 et
seq.; (B) the Comprehensive Environmental Response; Compensation and
Liability Act of 1980, as amended by the Superfund


 

















 


Amendments and Reauthorization Act of 1986, 42 U.S.C.
Section 9601 et seq.; (C) the Clean Water Act, 33 U.S.C. Section 1251 et
seq.; (D) the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.;
(E) the Toxic Substances Control Act, 15 U.S.C. Sections 2601-2629; (F) the
Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.;
(G) the Clean Air Act, 42 U.S.C. Section 7401 et seq.; (H) the Federal
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.;
and (I) the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et
seq.


 


(k)                           Improvements
shall mean the buildings, structures (surface and sub-surface), installations
and other improvements, including such fixtures and appurtenances as shall
constitute real property located on the Range.


 


(l)                            Land
shall mean the land and all appurtenances thereto, located on Highway 25, 12
miles north of Edgefield, SC, and more particularly described in Exhibit A
to this Agreement upon which the Range is situated together with all
appurtenances to the Land.


 


(m)                          NEWTEC
shall mean Newtec Services Group, Inc.


 


(n)                           Permits
shall mean all licenses, franchises, permits, leases, authorizations and
approvals used in or relating to the ownership, occupancy, blasting or
operation of or on any part of the Range.


 


(o)                           Property
shall mean the Land and its Improvements, Equipment and Expendables.


 


(p)                           Range
shall mean the nominal 303.6 Acre parcel of land known as Lot 1 and the nominal
2.61 Acre parcel of land known as Lot 2 adjoining SC Hwy 25, 12  miles North of Edgefield and all of its
facilities located on the parcel of 
land.


 


(q)                           Transferred
Property shall have the meaning set forth in Section1.2.


 


1.2          Sale and Purchase. Seller agrees to sell the Property, the
Equipment, the Expendables, and the assignable Permits, (collectively, the “Transferred
Property”) to Purchaser, and Purchaser agrees to acquire the Transferred
Property from Seller, subject to the terms, covenants, conditions and
provisions set forth in this Agreement.


 


 

















 


II.


 


Consideration


 


2.1          Consideration. In consideration of the sale of the
Transferred Property, Purchaser shall pay to Seller cash in the amount of Five
Million Five Hundred Thousand and 00/100 ($5,500,000.00) Dollars (the “Purchase
Price”), payable as follows:


 


	
  $

  	
  5,050,000.00

  	
   

  	
  at Closing

  	
   

  
	
  $

  	
  150,000.00

  	
   

  	
  on January 1, 2008 (non-compete provision)

  	
   

  
	
  $

  	
  150,000.00

  	
   

  	
  on January 1, 2009 (non-compete provision)

  	
   

  
	
  $

  	
  150,000.00

  	
   

  	
  on January 1, 2010 (non-compete provision)

  	
   

  



 


2.2          Allocation of Payment. The above $5,050,000.00 payment made at
Closing shall be allocated as follows:


 


	
  $

  	
  150,000.00

  	
   

  	
  to the non-compete
  agreement

  	
   

  
	
  $

  	
  2,100,000.00

  	
   

  	
  to Land and Improvements

  	
   

  
	
  $

  	
  800,000.00

  	
   

  	
  to Furniture/Fixtures and
  Equipment

  	
   

  
	
  $

  	
  2,000,000.00

  	
   

  	
  to Goodwill and other
  Capital intangible assets where value is derived from:

  	
   

  



 


	
  a)

  	
   

  	
  attainment of various critical
  Federal/State Permits &

  Licenses 

  	
   

  	
  $

  	
  800,000.00

  	
   

  
	
  b)

  	
   

  	
  development of certain critical Standard
  Operating

  Procedures. 

  	
   

  	
  $

  	
  600,000.00

  	
   

  
	
  c)

  	
   

  	
  other
  special expertise 

  	
   

  	
  $

  	
  400,000.00

  	
   

  
	
  d)

  	
   

  	
  existing
  customer base 

  	
   

  	
  $

  	
  200,000.00

  	
   

  



 


III.


 


Title


 


3.1          Title Conveyed. Seller shall, on the Closing Date, convey to
Purchaser fee title to the Property by means of a general warranty deed, and
clear title to the equipment and expendables as shall be demonstrated by Seller
in a UCC 11 to be provided by Seller at Closing and transferred pursuant to a
bill of sale in the form attached hereto as Exhibit H.


 


IV.


 


Representations, Warranties, Covenants

and Conditions Precedent


 


4.1          Seller’s Representations and
Warranties.
Seller represents and
warrants to Purchaser that:


 


(a)           The
execution and delivery of this Agreement has been or will be at the time of
Closing duly authorized by all necessary and appropriate action of Seller.


 


(b)           No consent or approval
of any person, entity, or governmental authority is required with respect to
the execution and delivery of this Agreement by Seller or the consummation by
Seller of the transactions contemplated hereby or the performance by Seller of
its obligations under this Agreement, or the continued operation of the Land as
the Range, except for such consents as shall be obtained by Seller prior to the
Closing.


 


(c)           To the best of Seller’s
knowledge, all Permits necessary for the operation of the Range are set forth
in Exhibit E to this Agreement and in full force and effect. However,
not all permits are transferable. Exhibit E will distinguish the transferable
permits. Except as


 

















 


otherwise disclosed to Purchaser in writing, Seller
has received no written notice of any material violations of any Permit. Copies
of the Permits containing all material provisions thereof will be delivered to
Purchaser within ten (10) days from the Effective Date.


 


(d)           Seller has not received
any written notice of, and there are no material violations of laws,
ordinances, orders or regulations (“Laws”) of governmental or
quasi-governmental authorities with respect to the Transferred Property
(including, without limitation, those related to Hazardous Waste Laws,
environmental, zoning, land-use, labor or employment matters).


 


(e)           Seller is not currently
a party to any litigation or other proceedings which, if, adversely determined,
would have a material adverse effect on the ownership or operation of the
Transferred Property, or the financial condition or results of operations of
the Transferred Property, nor has Seller received any written notice that any
such litigation or other proceedings are to be instituted.


 


(f)            Seller has no
employees. All personnel needs are met through use of subcontracts.


 


(g)           Within ten (10) days
from the Effective Date, Seller will provide to Purchaser all existing copies,
in Seller’s possession or control, of all bills for real estate and personal
property taxes and assessments for the current tax year and the two (2)
immediately preceding tax years.


 


(h)           Seller is not aware of
any Hazardous Substances on the Land or in the buildings to be leased by
Purchaser.


 


(i)            Seller has good, valid
and marketable title free to the Transferred Property which is free and clear
of all encumbrances.


 


(j)            Seller has timely
filed all material returns and reports, and paid all taxes with respect to the
Transferred Property.


 


(k)           Seller warrants that
the Equipment is in good operating condition and repair.


 


(l)            Seller has not made
any arrangement with anyone for a broker or finder fee arising out of this
Agreement.


 


(m)          Seller represents that
the Transferred Property includes all the assets, rights, properties and
contracts necessary to the continued conduct of the Range by Purchaser
substantially in the manner as it is currently conducted by the Seller.


 


(n)           Seller is a duly
organized an validly existing corporation, is in good standing in the State of
South Carolina and has full power to enter into this Agreement and to perform
its obligations under this Agreement.


 


(o)           The Permits in Exhibit
E are the only permits required for operation of the Range.


 


4.2          Conditions Precedent to Sellers Obligations. Seller’s obligations under this Agreement are
conditioned upon the satisfaction of the following conditions as of the Closing
Date:


 


(a)           Purchaser’s
representations and warranties set forth in this Agreement shall continue to be
materially true and accurate; and


 


(b)           Purchaser shall have
performed all of its obligations under this Agreement.


 


4.3          Purchaser’s
Representations and Warranties. Purchaser represents and warrants to
Seller that:


 


 

















 


(a)           Purchaser is a duly
organized and validly existing corporation, is in good
standing in the State of Nevada and is qualified to do business in South
Carolina and has full power to enter into this Agreement and to perform its
obligations under this Agreement.


 


(b)           The execution and
delivery of this Agreement has been or will be duly authorized by all necessary
and appropriate corporate action of Purchaser.


 


(c)           No consent or approval
of any person, entity, or governmental authority is required with respect to
the execution and delivery of this Agreement by Purchaser or the consummation
by Purchaser of the transactions contemplated hereby or the performance by
Purchaser of its obligations under this Agreement, except for such consents as
shall be obtained by Purchaser prior to the Closing.


 


(d)           Purchaser is relying
solely upon its own inspections, investigations, research and analyses of the
Closing in entering into this Agreement and, except for the representations and
warranties of Seller set forth in Section 4.1 above, is not relying in any way
upon any representations, warranties, statements, plans, specifications, cost
estimates, studies, reports, descriptions, guidelines or other information or
material furnished by Seller or its representatives to Purchaser or its representatives,
whether oral or written (all such matters herein referred to as the “Delivered
Information”), express or implied, of any nature whatsoever regarding any such
matters. Except as otherwise provided in Section 4.1 above,  other implied warranties arising out of state
or federal law and Section 5.1, Seller shall have no liability with respect to
the accuracy or completeness of the Delivered Information.


 


(e)           Subject to the
representations and warranties of Seller set forth in Section 4.1 above and the
indemnity in Section 5.1, Purchaser agrees that: (i) Purchaser shall accept the
Property in its present state and condition and “AS-IS WITH ALL FAULTS”, (ii)
Seller shall not be obligated to do any restoration, repairs or other work of
any kind or nature whatsoever on the Property and, specifically, but without
derogating from the generality or the foregoing, Seller shall not be
responsible for any work on or improvement of the property necessary to cause
the Property to meet any applicable laws, statutes, ordinances, rules,
regulations, codes, covenants, conditions or restrictions dealing with the
presence, use, transportation or storage of Hazardous Substances, or to repair,
retrofit or support any portion of the Improvements due to the seismic or structural
integrity (or any deficiencies therein) of the Improvements. Purchaser agrees
that no patent or latent condition affecting the Property in any way, whether
or not known or discoverable or discovered after the Closing Date, shall affect
Purchaser’s obligation to purchase the Property or to perform any other act
otherwise to be performed by Purchaser under this Agreement, nor shall any such
condition give rise to any action, proceeding, claim or right of damage (except
for a breach of the representations and warranties of Seller set forth in
Section 4.1 and the indemnity in Section 5.1) or rescission against Seller.


 


4.4          Conditions Precedent to Purchaser’s
Obligations.
Purchaser’s obligations
under this Agreement are conditioned upon the satisfaction of the following
conditions as of the Closing Date:


 


(a)           Within ten (10) days
from the Effective Date, Seller shall deliver to Purchaser financial statements
for the Range operation (consisting of un-audited financial statements for the
last three (3) years and are in all material respects true and correct and
accurately reflect the financial condition of the Range as of the dates stated
therein and there have been no material adverse changes in the financial
condition of the Range since the date of such statements. “Financial statements”
shall be defined as charts of account, net sales and revenue;


 

















 


(b)           Provision of evidence
satisfactory to Purchaser that Seller is not a “foreign person” as defined in
the Code;


 


(c)           Seller’s
representations and warranties set forth in this Agreement shall continue to be
materially true and accurate; and


 


(d)           Seller shall have
performed all of its obligations under this Agreement.


 


4.5          Remedies Regarding
Representations and Warranties. By executing and
delivering the documents listed in Section 7.4(a) below, Seller shall be deemed
to have made all of the foregoing representations and warranties of Seller in
Section 4.1 above, as of the date hereof and as of the Closing. Should any of
such representations and warranties be found to be incorrect in any material
respect prior to the Closing, Seller shall use reasonable efforts to attempt to
cure the same by the Closing. If Seller is unable to cure same by the Closing,
at Purchaser’s option, the Closing shall be postponed until five (5) business
days following Purchaser’s receipt of proof satisfactory to Purchaser that such
matters have been cured, provided, however, if Seller is unable to cure the
same within fifteen (15) days from the scheduled Closing Date, Purchaser shall
be entitled either to waive the same and close this transaction or to terminate
this Agreement. In the event Purchaser elects to terminate this Agreement
pursuant to this Section 4.5 neither party to this Agreement shall thereafter
have any further rights or liabilities under this Agreement.


 


4.6          Covenants. Seller or Purchaser, as applicable, covenant
and agree that prior to the Closing:


 


(a)           Seller will not sell
exchange, assign, transfer, convey, lease or otherwise dispose  of all or any part of the Transferred Property or any
interest therein except for Expendables which are sold or consumed and replaced
or replenished by Seller in the ordinary course of business, without the prior
approval of Purchaser, which approval shall not be unreasonably withheld or delayed;
provided, however, that                in
the event Purchaser fails to respond to Seller within three (3) business days after
Purchaser is notified of such disposition, such failure to respond shall be deemed
to constitute Purchaser’s approval of same.


 


(b)           Seller will not enter
into any contracts, licenses, easements or other agreements relating to the
Transferred Property which will obligate Purchaser or be a charge or lien
against the Property, except those necessary to continue the operation of the
Range in the ordinary course of business and which are terminable without
penalty on no more than thirty (30) days notice, without the prior approval of
Purchaser, which approval shall not be unreasonably withheld or delayed;
provided, however, that in the event Purchaser fails to respond to Seller
within three (3) business days after Purchaser is notified of such matters,
such failure to respond shall be deemed to constitute Purchaser’s approval of
same.


 


(c)           Seller will cause the
Transferred Property to be operated and maintained in the manner in which it is
being operated and maintained as of the date of this Agreement which
undertaking includes, but is not limited to, maintaining Expendables, of such
quantities and quality as are consistent with Seller’s current practices.


 


(d)           Seller will promptly
notify Purchaser of any matter arising prior to the Closing and known to Seller
which might materially and adversely affect the operation of the  Range including, without limitation, the
commencement of any litigation or proceeding or any written notice of a
violation of Laws issued by any governmental or quasi-governmental authority.


 


(e)           Seller will maintain
until the Closing Date the Range’s existing insurance coverage. Seller will
maintain insurance on the Property for its full insurable value and/or assume
all risk of loss, until the Closing Date.


 

















 


(f)            Seller will not take
any actions that will (i) materially adversely affect title to the Transferred
Property, and/or (ii) cause any of the representations or warranties of Seller
set forth in Section 4.1 above to be materially untrue as of the Closing Date.


 


(g)           It is agreed that the
Purchaser is NOT acquiring any ownership interest in Seller or its existing “armaments”
business, provided however that Purchaser shall have the right of first refusal
to undertake the commercial development of any new products or technology
developed by Seller upon mutually acceptable terms and conditions. Seller
agrees not to compete with the Purchaser’s commercial operation of the Range by
operating a Competitive Business in the Territory as the terms are defined
in  Exhibit D during the period of Seller’s
employment by Purchaser, and for two (2) years thereafter as set forth in
Exhibit D. This Section shall survive Closing.


 


(h)           It is agreed that the
Purchaser is entering into this transaction in reliance on its expectation this
it will be able to acquire the necessary permits and permissions to carry out
blasting and ballistic research at the blast range. In the event that for
reasons outside the Purchaser’s control, all permits, presently in the name of
Seller and required for the present operation of the Range, have not been
obtained in the name of the Purchaser by March 1, 2007, the Purchaser shall
have the option of voiding this Agreement.


 


V.


 


Indemnity


 


5.1          Seller’s
Indemnification Obligations: 
Seller shall indemnify, defend and hold harmless     Purchaser for any litigation, claims, property
damage, personal injury, environmental issues, insurance claims, prior contract
matters, employee claims, contract claims, tax returns and any other matter
related to the Range, the Transferred Property arising or  occurring
prior to Closing. Seller shall also indemnify, defend and hold harmless Purchaser
from any claims of contamination from Hazardous Substances existing or occurring
at the Range prior to Closing or any violations of Hazardous Waste Laws  associated
with the Transferred Property prior to Closing.


 


5.2          Purchaser’s
Indemnification Obligations: 
Purchaser shall indemnify, defend and  hold  harmless
Seller for any litigation, claims, property damage, personal injury,  environmental
issues, insurance claims, contract matters, employee’s claims,  contract
claims, tax returns and any other matters related to the Range, the  Transferred  Property,
arising or occurring after Closing. Purchaser shall also  indemnify
defend and
hold harmless Seller from any claims of contamination from  Hazardous
Substances
introduced by Purchaser at the Range after Closing but only  to
the extent such  Hazardous  Substances were not preexisting or
any violations of  Hazardous  Waste Laws  associated
with the Transferred Property after Closing but  only to the  extent
such  violations
were not caused or contributed to by Seller.


 


5.3          This Article V. shall survive Closing.


 


Vl.


 


Remedies


 


6.1          Sellers Remedies. If Purchaser fails to perform its obligations
under this Agreement, and such failure is admitted by Purchaser or conformed by
a court of competent jurisdiction, arising prior to the Closing Date for any
reason, except the failure of any condition precedent to Purchaser’s
obligations under this Agreement, the Seller shall have the right to exercise
any of the following as its sole and exclusive remedy:  (a) to terminate this Agreement by giving
Purchaser written notice of such election prior to or at the Closing; (b) to
waive the default and close; or (c) to enforce


 

















 


specific
performance of this Agreement.


 


6.2          Purchaser’s Remedies. If Seller fails to perform its obligations
under this Agreement, and such failure is admitted by Seller or conformed by a
court of competent jurisdiction, arising prior to the Closing Date for any
reason, except the failure of any condition precedent to Seller’s obligations
under this Agreement, then Purchaser shall have the right to exercise any one of
the following as its sole and exclusive remedy: (a) to terminate this Agreement
by giving Seller written notice of such election prior to or at the Closing,;
(b) to waive the default and close; or (c) to enforce specific performance of
this Agreement.


 


6.3          Attorneys’ Fees. If any litigation or other enforcement
proceeding is commenced in connection with this Agreement, then the prevailing
party shall be entitled to receive payment of its reasonable attorneys’ fees
and expenses and court costs from the other party.


 


Vll.


 


Closing Matters


 


7.1          Closing Date. The Closing shall be  held
on or before March 16, 2007.


 


7.2          Adjustment and Prorations. The matters and items set forth below shall
be apportioned between Seller and Purchaser or, where applicable, credited in
total to a particular party:


 


(a)           Taxes. All real
and personal property taxes and special assessments, if any, whether payable in
installments or not, shall be prorated as of the Cut-Off Time. If such taxes
for the tax year in which the Closing occurs have not been finally determined
on the Closing Date, then such taxes shall be prorated on an estimated basis
using the most current information available.


 


(b)           Utility Charges.
Utility charges for telephone, gas, electricity, water and other services shall
not be prorated to the extent that Seller can make arrangements for the
rendering of final bills based on meter readings as of the Cut-Off Time. Seller
shall be responsible for the payment at the Closing of all bills for utility
charges up to and including the Cut-Off Time. To the extent that utility bills
cannot be rendered as of the Closing Date, such charges for the period through
the Cut-Off Time shall be prorated as of the Cut-Off Time based upon the most
recent available bills and readjusted on the basis of the actual bills as and
when received. Any utility deposits shall be transferred to Purchaser and
credited to Seller at the Closing.


 


(c)           Operating Expenses
and Trade Accounts. Seller shall be responsible for all operating expenses
and trade accounts of the Transferred Property up to and including the Cut-Off
Time; provided, however, that Purchaser shall be responsible for all purchase
orders (“Purchase Orders”) made by Seller in the ordinary course of business
for Expendables not delivered to the Range as of the Closing Date. To the
extent the amounts of such items are then known, Seller shall pay such items at
the Closing and shall pay the balance of such items in the ordinary course of
business, but in no event later than the date which is forty-five (45) days
after the date on which Seller receives written invoices for such items.
Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller
may postpone and/or contest payment of any operating expense or trade account
which is the subject of a bona fide dispute. Seller agrees to indemnify and
hold Purchaser harmless from and against any claims or other matters relating
to such operating expenses and trade accounts. All operating expenses and trade
accounts accruing after the Cut-Off Time (“Post Closing Expenses”) shall be the
responsibility of Purchaser. Purchaser
agrees to indemnify and hold Seller harmless from and against any claims or
other matters relating to (i) the Purchase Orders, or (ii) the Post-Closing
Expenses. This Section shall survive the Closing.


 
















 


(d)           Subcontract
Employees. Seller shall pay to Subcontractors, as provided in Section 7.7,
all wages (including accrued but unused vacation pay, if any) that any Range
Subcontractor is owed, as of the Closing Date, pursuant to statute, or
contract.


 


7.3          Intentionally left blank


 


7.4          Closing Documents.


 


(a)           On
or before the Closing Date, Seller shall deliver into Escrow or to Purchaser,
as appropriate:


 


(i)            a general warranty
grant deed conveying the fee estate in the Land to Purchaser, duly authorized,
executed and acknowledged by Seller, in the form commonly used in the state
where the Land is located (“General Warranty Deed”);


 


(ii)           a
bill of sale transferring to Purchaser all of the Furnishings, Expendables
(other than those items leased or loaned to Seller as described in Exhibits C
and D), duly authorized and executed by Seller, in Exhibit B in a  form mutually agreeable to the parties,
together with original certificates of title for all vehicles that are part of
the Transferred Property, endorsed to transfer same to Purchaser (and any
necessary governmental forms to effect the transfer);


 


(iii)          possession of the Property;


 


(iv)          a
certified copy of such corporate and partnership authorizations, approvals and
incumbencies of Seller as the Title Company shall reasonably require;


 


(v)           any
and all plans and specifications for the Improvements on the Property in Seller’s
possession.


 


(vi)          transfer/assignment
of the hunting lease if owner of the land consents, and


 


(vii)         office
lease for the items in Exhibit B in a form mutually agreeable to the parties
and consistent with this Agreement.


 


(b)           On or before the Closing Date, Purchaser
shall deliver into Escrow or to Seller, as appropriate:


 


(i)            the portion of Purchase Price to be paid at
Closing pursuant to Section 2.1 hereof and any other funds needed to satisfy
Purchaser’s obligations hereunder;


 


(ii)           such corporate or partnership authorizations,
approvals and incumbencies as Seller or the Title Company shall reasonably
require.


 


7.5          Closing Costs. Seller shall pay for all documentary transfer
taxes, and deed preparation costs. Purchaser shall pay all costs associated
with its due diligence investigations, all recording costs, and the premium
attributable to the title insurance policy. Each party shall pay its own
attorneys’ fees


 


7.6          Real Estate Commissions. Not Applicable. No real estate transaction
entities are involved.


 


7.7          Staff. Seller shall terminate or arrange for the
termination of all subcontractors as of the Closing Date and shall pay to the
subcontractors all wages (including accrued but unused vacation pay, if any)
that any subcontractor is owed, as of the Closing Date, pursuant to statute, or
contract. Any 


 


 

















 


required
adjustment in such credits or payments shall be made within thirty (30) days after
the Closing Date. Seller will indemnify and hold Purchaser harmless from and
against any loss, damage, liability, claim, cost or expense (including, without
limitation, reasonable attorneys’ fees) that may be incurred by, or asserted
against, Purchaser after the Closing which involves any matter relating to a
past or present subcontractor concerning acts or omissions occurring prior to
the Closing Date (including, without limitation, any claims which have not yet
been asserted by the Closing Date). This indemnity applies, without limitation,
to all forms of labor and/or contract claims under state, federal or local law,
whether brought in judicial, administrative or other proceedings, private or
public. This Section 7.7 shall survive the Closing.


 


7.8          Disbursements and Other Actions
by Escrow Agent. At the
Closing, Escrow Agent shall promptly undertake all of the following in a manner
hereinbelow indicated:


 


(a)           Disburse all funds
deposited with Escrow Agent by Purchaser as follows:


 


(i)            If, as a result of the prorations and credits
pursuant to Section 7.2 above, amounts are to be charged to the account of
Seller, deduct the total amount of such charges;


 


(ii)           Deduct and pay to the appropriate party all items chargeable to the
account of Seller pursuant to Section 7.5 above;


 


(iii)          Pay to the appropriate party from funds deposited by Purchaser all
items chargeable to the account of Purchaser pursuant to Section 7.5 above;


 


(iv)          Disburse the balance of the funds due to Seller, to or as directed by
Seller; and


 


(v)           Disburse
any remaining funds to, or a, directed by Purchaser.


 


All
amounts and payees with respect to the items listed above shall be shown on
settlement statements executed at the Closing.


 


(b)           Cause
the General Warranty Deed to be recorded in the Edgefield County Clerk of Court’s
Office and to return the General Warranty Deed to Purchaser after recordation.


 


(c)           Take
such other actions as Seller and Purchaser may deem necessary or convenient for
the consummation of the Closing.


 


7.9          Survival. The provisions  of
this Article VII shall survive the Closing.


 


VIII.


 


Condemnation and Risk of Loss


 


8.1          Condemnation and Casualty. Seller shall promptly notify Purchaser of any
condemnation proceeding filed or any casualty to the Property occurring prior
to the Closing.


 


(a)           Condemnation. If
any condemnation proceeding filed  prior to the
Closing may result in the loss of all or any portion of the Property, then this
Agreement shall, at Purchaser’s sole election, either (i) continue in effect
without modification  of the terms
thereof, in which event, upon the Closing, Purchaser shall be entitled to any
compensation, awards, or other payments or relief resulting from such
condemnation proceeding, or (ii) terminate by Purchaser’s written notice to
Seller and Escrow Agent, delivered within five (5) days after receipt by
Purchaser of notice of such  condemnation,
and all obligations, 


 


 

















 


duties, rights and entitlements of Seller and
Purchaser shall terminate, and the 
parties  shall continue to be
obligated under the confidentiality provisions set forth in Section 9.13 below.


 


(b)           Casualty. In the
event of fire, casualty or any other damage of any kind whatsoever (insured or
uninsured) to the Property which costs Fifty Thousand and No/100 Dollars
($50,000.00) or more to repair, replace or rededicate, Purchaser may terminate
this Agreement and all obligations, duties, rights and entitlements of Seller
and Purchaser shall terminate, except the parties shall continue to be
obligated under the confidentiality provisions set forth in Section 9.13 below.
If any such occurrence costs less than Fifty Thousand and No/100 Dollars
($50,000.00) to repair, replace or rededicate, or if Purchaser does not elect
to terminate this Agreement, then Seller shall assign all available insurance
proceeds to Purchaser (and Purchaser shall receive a credit against the
Purchase Price for any such proceeds that are received and retained by any
creditor of Seller), and the parties shall proceed to the Closing pursuant to
the terms and conditions hereof, without modification of the terms of this
Agreement and without any reduction in the Purchase Price.


 


IX.


 


Miscellaneous


 


9.1          Entire Agreement. This Agreement (including the Exhibits
attached hereto) constitutes the complete and final expression of the agreement
of the parties relating to the Property and supersedes all previous contracts,
agreements, and understandings of the parties, either oral or written, relating
to the Property. This Agreement cannot be modified, or any of the terms hereof
waived, except by an instrument in writing (referring specifically to this
Agreement) executed by the party against whom enforcement of the modification
or waiver is sought.


 


9.2          Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties to this
Agreement; provided, however, the same is not intended nor shall it be
construed as creating any rights in or for the benefit of any person or entity
other than the parties to this Agreement and their respective successors and
assigns.


 


9.3          Notices. Any
notice, communication, request, reply or advice (collectively, “Notice”)
provided for or permitted by this Agreement to be made or accepted by either
party must be in writing. Notice may, unless otherwise provided herein, be
given or served by depositing the same in the United States mail, postage paid,
registered or certified, and addressed to the party to be notified, with return
receipt requested; or by delivery by overnight courier; or by facsimile transmission.
Notice deposited in the mail in the manner herein above described shall be
effective two (2) business days after such deposit. Notice by overnight courier
shall be effective one business day after deposit with the courier service. Notice
given by facsimile transmission shall be effective on the business date
delivered as evidenced by the printed delivery confirmation receipt retained by
the sender. For the purposes of Notice, the addresses of the parties shall be:


 


	
   

  	
  Seller:

  	
  NEWTEC
  Services Group, Inc.

  
	
   

  	
   

  	
  Keith
  T. Williams

  
	
   

  	
   

  	
  PO
  Box 643

  
	
   

  	
   

  	
  Edgefield,
  SC 29824

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchaser:

  	
  Force
  Protection Technologies, Inc.

  
	
   

  	
   

  	
  Ray
  W. Pollard

  
	
   

  	
   

  	
  9801
  Highway 78 Building 1

  
	
   

  	
   

  	
  Ladson,
  SC 29456

  



 


 

















 


The
parties shall have the right from time to time  to
change their respective addresses for notice by at least five (5) days written
notice to the other party.


 


9.4          Governing Law. This Agreement shall be construed in
accordance with the laws of the State of South Carolina.


 


9.5          Article and Section Headings. The article and section headings contained in
this Agreement are for convenience only and shall in no way enlarge or limit
the scope or meaning of the various and several provisions of this Agreement.


 


9.6          Obligations 
Subject to any
limitations set forth in this Agreement, the terms, conditions, warranties,
representations, obligations, agreements, indemnities and rights set forth in
this Agreement shall survive the Closing, but upon expiration of the respective
period of survivability for each, they shall merge into the various documents
executed and delivered at the time of the Closing.


 


9.7          Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


9.8          Nonrecordation. Neither this Agreement nor any memorandum
thereof shall be recorded.


 


9.9          Time of the Essence. Time is of the essence of this Agreement and
of the obligations of the parties to purchase and sell the Property, it being
acknowledged and agreed by and between the parties that any delay in effecting
a closing pursuant to this Agreement may result in loss or damage to this party
in full compliance with its obligations hereunder.


 


9.10        Invalid Provisions. If any one or more of the provisions of this
Agreement, or the applicability of any such provision to a specific situation,
shall be held invalid or unenforceable, such provision shall be modified to the
minimum extent necessary to make it or its application valid and enforceable,
and the validity and enforceability of all other provisions of this Agreement
and all other applications of any such provision shall not be affected thereby.


 


9.11        Computation of Time. The time in which any act under this
Agreement is to be done shall be computed by excluding the first day and
including the last day. If the last day of any time period stated herein shall
fall on a Saturday, Sunday, or legal holiday, then the duration of such time
period shall be extended so that it shall end on the next succeeding day which
is not a Saturday, Sunday or legal holiday. Unless preceded by the word “business,”
the word “day” shall mean a calendar day. The phrase “business day” or “business
days” shall mean those days on which the Superior Court of the County in which
the Property is located in is open for business.


 


9.12        Seller’s Knowledge. Wherever the phrase “to the best of the
Seller’s knowledge” or any similar phrase stating or implying a limitation on
the basis of knowledge appears in this Agreement, such phrase shall mean the
present actual knowledge of the President 
of NEWTEC, without any duty of inquiry or independent investigation of
the relevant matter by such individual.


 


9.13        Confidentiality. Neither Seller nor Purchaser shall release or
cause or permit to be released any press notices or releases or publicity (oral
or written) or advertising promotion relating to, or otherwise announce or
disclose or cause or permit to be announced or disclosed, in any manner
whatsoever, the terms, conditions or substance of the purchase and sale of the
Property or the transactions contemplated hereunder, nor shall Purchaser or its
agents or representatives disclose, in any manner whatsoever, (i) the
information provided to Purchaser by Seller or its representatives, or (ii) any
analyses, compilations, studies or other documents or records prepared by or on
behalf of Purchaser, in connection with Purchaser’s due diligence investigation
of the Property, without first obtaining the written consent of the other party
(collectively, “Propriety Information”). The foregoing shall not preclude
either party from discussing the Proprietary Information with any person who is
employed by such party or who, on behalf of such party, is actively and
directly participating in the purchase and sale of the Property, including,
without 


 


 

















 


limitation,
to such party’s shareholders, partners, existing or prospective lenders,
attorneys, accountants and other consultants and advisors, or from complying
with all laws, rules, regulations and court orders, including without
limitation, governmental regulatory, disclosure, tax and reporting
requirements; provided, however, that if any party is required by applicable
law to legal process to disclose any Proprietary Information, such party agrees
to furnish only that portion of the Proprietary Information which such party is
legally compelled to disclose and to use its best efforts to obtain assurance
that, if possible, confidential treatment will be accorded to the Proprietary
Information. Seller and Purchaser shall inform their respective representatives
of the confidential nature of the Proprietary Information and shall direct them
to be bound by the terms of this Section 9.13. In addition to any other
remedies available to a party, each party shall have the right to seek
equitable relief, including without limitation, injunctive relief or specific
performance, against the other party in order to enforce the provisions of this
Section 9.13. The provisions of this Section 9.13 shall survive the Closing and
any termination of this Agreement.


 


9.14        Amendment to the Agreement/Waiver
of Matters or Conditions.
No term or condition of this
Agreement will be deemed to have been amended or waived unless expressed in
writing, and the waiver of any condition of the breach of any term will not be
a waiver of any subsequent breach of the same or any other term or condition.


 


IN
WITNESS WHEREOF, this Agreement has been duly executed in multiple counterparts
by the parties hereto on the date and year first above written.


 


SELLER:


 


	
  Date:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Keith Williams

  	
   

  	
  NEWTEC
  Services Group, Inc.

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  PURCHASER:

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Michael Durski

  	
   

  	
  Force
  Protection Technologies, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
					



 


 


 

















 


EXHIBIT A


 


Land,
Materials and Fixtures


 


Land
(303.6 acres) – as described in Plat Book 13, Page 100 and parcel ID
#065-00-00-014-000


Land
(2.61 acres) -    as described in Plat
Book 13, Page 100 and parcel ID #065-00-00-005-000


Transfer/assignment
of Hunting Lease (184 acres) subject to owner’s approval


 


Operational
Directives:


 


NEWTEC
Explosive Range Standard Operating Procedures;


NEWTEC
Ballistic Range Standard Operating Procedures;


NEWTEC
Explosive Operations Safety Plan;


NEWTEC
Defense Safeguards and Security Plan;


DOD/ATF
Approved Explosive Inventory and Maintenance Logs


Hazardous
Materials Review Course


 


These
are Standard Operating Procedures (SOP’s) and logs developed by NEWTEC that
will be reviewed, updated and re-established by Company  within (30) days after the Closing Date.


 


Range
Equipment:


 


•      D5M Caterpillar high track bulldozer


•      JCB Backhoe


•      John Deere 5500


•      Implements include:  Box blade, harrow, ripper, scraper blade,
bush hog and  seeder/spreader


•      Polaris (6) wheel drive range vehicle


•      Miller Bobcat Generator, welder, ESAB plasma
cutter, air tank systems


 


Range
Structures:


	
   

  	
  •

  	
  Permanent
  Type 1 – ATF/State Approved Explosives
  Magazine (bulk explosives storage)

  
	
   

  	
  •

  	
   Mobil Type 11 –
  ATF/State Approved Explosive Magazine (inside building) for detonator storage

  
	
   

  	
  •

  	
  Hardened
  Concrete Explosives Pressing and Fabrication Building with press

  
	
   

  	
  •

  	
  Hardened
  Concrete Remote Press Control Building with protective roof

  
	
   

  	
  •

  	
  4
  – Hardened Concrete Barricades with
  backstops for explosive test shots

  
	
   

  	
  •

  	
  Hardened
  concrete barricades

  
	
   

  	
  •

  	
  Main
  control bunker

  
	
   

  	
  •

  	
  Shoot
  house with target bunker, camera/data house –
  Includes shooting platforms, velocity chronographs, reloading benches and
  stations

  
	
   

  	
  •

  	
  12
  x 20 storage/utility building – assortment
  of range tools

  
	
   

  	
  •

  	
  Ballistics
  shooting range and backstop (600 meters)

  
	
   

  	
  •

  	
  Explosive
  panel testing station for precision explosive scale workups

  
	
   

  	
  •

  	
  35
  ft. Camper Trailer

  
	
   

  	
  •

  	
  Related
  Intangible Assets

  



 


EXHIBIT B


 


Lease of  Building, Lab And
Workshop Spaces


 


Purchaser
shall lease the buildings and other facilities in town from the date of Closing
through December 31, 2008 pursuant to a standard commercial lease for $3,000 per
month. See Exhibit B-1 attached, which in
the event of conflict between Exhibit B and Exhibit B-1, Exhibit B-1 shall
prevail.


 


Office
& workshop in town:  Main Office –
3300 sq. ft.


 


 

















 


Assets
acquired in the purchase, but utilized at leased facilities:


 


Ballistics
Lab (1 set of dies for each caliber, timing chronographs, 1 set of .50, 7.62
and 5.56 caliber ballistic platforms):


Ballistics lab and complete set of reloading
equipment for armor testing, ammo workups and production operations


Armor testing weapons platforms:  .50 Cal, .30 Cal (7.62mm), .223 Cal. (5.56mm)


Extensive
inventory of .50, .30 (7.62) and .223 Cal (5.56) Armor Piercing and regular ammo
reloading equipment, cases, bullets, powders, primers


 


Office Space


 


•      DOD SECRET Facility w/steel cipher lock doors
& office space


•      General
admission front office space and bathroom area


•      General
admission front lobby entry area


•      Classroom and
lab space


 


Workspace and warehouse:


 


•      Delta HD drill press


•      Medium size 36
inch Jet machine lathe


•      Full assortment
of hand tools (screwdrivers, pliers, hammers, saws, etc)


•      Full complement
of hand power tools – hand drills, skill and demolition saws, router, dremel
tool, sanders


•      Tool
accessories, bits and supplies


•      Assortment of
framing lumber, PVC pipe, drain pipe, steel and metal for frame systems


•      Pressure
washer, 2 ea – range generators – Coleman 5000 watt and a Honda 5000 watt


 


EXHIBIT B-1  attached


 


EXHIBIT C


 


Newtec Retained equipment and other material


 


Since
FPI does not desire to purchase the main building in town, NEWTEC will retain
the desk, tables, chairs and furniture in the main office, including built in
countertops and appliance items in the kitchen/classroom and lab space. NEWTEC
will also retain its operational equipment in the workshop to include the inert
gas chamber, the hydraulic bullet and fragment production presses, 1 set of the
ballistic lab reloading equipment and dies, and the work benches and table tops
in the shop area. Other items retained will be personal journals, reference
publications, awards, plaques including computers and printers.


 


EXHIBIT D


 


Employment Agreement Between Purchaser and Keith Williams


 


The
Purchaser and Keith Williams will execute Purchaser’s standard employment
agreement to hire Keith Williams as a full time, at will employee of Purchasers
for the period from Closing through December 31, 2008 at an annual salary of
$150,000 (plus customary benefits) to undertake the following specific
activities:


 


Manage
the use of the blast range for the Company’s Research and Development
activities; and Develop and operate the blast range as a commercial test
facility for use by third parties, to include soliciting contracts and managing
the commercial operations on behalf of the Company on a similar basis 


 


 

















 


as
the Range was previously operated for Newtec. Promptly upon Closing the parties
shall undertake to contact Newtec’s customers and advise them of the change of
ownership of the range and encourage their continued use of the facility.


 


EXHIBIT E


 


(Operations
Permits)


 


EXHIBIT F


 


(Violation
of Laws, Ordinances, Orders of Regulations)


 


EXHIBIT G


 


(Pending
Litigation)


 


EXHIBIT H


 


(Bill
of Sale)