Exhibit 10.8


 


Execution
Copy


 


OFFICE LEASE


 


THIS OFFICE LEASE (“Lease”) is
entered into as of the 1st day of June, 2005, by and between AEROSPACE/DEFENSE,
INC., a South Carolina corporation (“Landlord”), and
FORCE PROTECTION INDUSTRIES, INC. (FORMERLY TECHNICAL SOLUTIONS GROUP, INC.), a
Nevada corporation and FORCE PROTECTION, INC., a Nevada corporation
(collectively, the “Tenant”).


 


Upon the terms and subject to the conditions hereinafter set forth, the
Landlord leases to the Tenant and the Tenant leases from Landlord, the premises
hereinafter described:


 


1.                                      THE PREMISES.


 


A.                                   The
premises hereby leased to the Tenant is a portion of the office area located in
a building (“Building No. 1 or the “Building”) which is part of an industrial development
located in Ladson, Charleston County, South Carolina (“Project”).
The term “Premises” means and is comprised of (i) the
office area of approximately 7,190 square feet outlined and marked “Office Area” on Exhibit A attached hereto and
made a part hereof, and (ii) the warehouse area of approximately 9,139
square feet outlined and marked “Warehouse Area”
on Exhibit A, and (iii) subject to Subsection 5C
hereof, the “Common Areas” (hereinafter
defined).


 


B.                                     Tenant
represents that Tenant has examined the physical condition of the Premises and
has found them satisfactory for all purposes hereof and Tenant accepts the
Premises in their present condition, “AS IS,” subject to Landlord’s obligations
under Section 9A.


 


2.                                      TERM.


 


A.                                   Subject
to the relocation rights of the Landlord under Section 2A, the term
of this Lease shall commence as of June 1, 2005 and expire on July 14,
2008 (“Initial Term”). The Initial Term and
any extension under the Option Period (described in Subsection 2C
below) thereof are hereinafter referred to collectively as the “Term.”


 


B.                                     For
purposes of this Lease the term “Lease Year”
shall refer to a period of twelve (12) consecutive months. The first Lease Year
shall commence as of June 1, 2005 (“Commencement Date”)
and end May 31, 2006. Each subsequent Lease Year shall commence on the
anniversary of the Commencement Date.


 


C.                                     Tenant
shall have one (1) option to renew and extend the Initial Term for a five (5) year
period (“Option Period”). Tenant may exercise
the option by notice in writing to Landlord served at least six (6) months
and not more than twelve (12) months prior to the end of the last year of the
Initial Term hereunder. Conditions to exercising the option to renew this Lease
shall be that (i) Tenant shall not be in default in the performance of any
terms, covenants, or conditions of this Lease, and (ii) Tenant shall have
exercised its option to renew and extend the term of that certain Industrial
Lease between the parties hereto dated as of July 13, 2004, covering
premises known as Building No. 2 of the Project (the “Building No. 2
Lease”) pursuant 


 

















 


to Subsection 2C
therein. All terms and conditions of this Lease shall be applicable to the
Option Period referred to in this Subsection 2C.


 


2A.                            RELOCATION OF THE PREMISES.


 


A.                                   Effective
at any time following the first Lease Year of the Initial Term, Landlord may
elect, by giving written notice of such election to Tenant, to require Tenant
to surrender possession of all of the Premises for the remainder of the Term
(the “Relocation Notice”). The Relocation
Notice shall designate the date by which possession of the Premises shall be
surrendered by Tenant (the “Surrender Date”),
which date shall not be earlier than ninety (90) days after the date on which
the Relocation Notice is given.


 


B.                                     If
Tenant shall be required to surrender possession of the Premises pursuant to a
Relocation Notice, the Landlord shall provide to the Tenant comparable space
including comparable parking, utilities and leasehold improvements as or
similar to attachments and other specifications (reasonably comparable in size,
type and quality of construction to the Premises as improved by the Tenant
pursuant to Section 8A and B at another location within the Project
that has unobstructed frontage (except for landscape) on U.S. Highway 78, which
is generally northeast of the Building, and is located no further from U.S. 78
than the Premises (the “Relocation Premises”).
Within sixty (60) days after the Relocation Notice shall be given, Landlord and
Tenant shall execute and deliver an amendment to this Lease (the “Relocation Amendment”) which shall substitute a description
of the Relocation Premises for the description of the Premises contained herein
and shall modify Exhibit A (delineating the Relocation Premises)
accordingly; otherwise, all other terms and conditions of this Lease shall be
applicable to Tenant’s occupancy of the Relocation Premises.


 


C.                                     In
the event the Tenant relocates to the Relocation Premises as provided above,
the Landlord shall reimburse the Tenant reasonable moving expenses for Tenant
to move its office furniture, equipment and other personal property from the
Premises to the Relocation Premises within ten (10) days after receiving
an invoice for the amount thereof, together with details and documentation
(including copies of original invoices and receipts) relating to such moving
costs.


 


D.                                    Notwithstanding
anything contained in this Section 2A (Relocation of the  Premises) to the contrary, (i) if
the Surrender Date in the Relocation Notice occurs during the last twelve (12)
months of the Initial Term, the Landlord shall not be required to provide a
Relocation Premises unless the Tenant provides to Landlord within fifteen (15)
days of the receipt of the Relocation Notice, a notice (“Option
Notice”) of Tenant’s desire to exercise its options to renew and
extend the Term of this Lease and Building No. 2 Lease for the Option
Period (as defined herein and in the Building No. 2 Lease); if the Tenant
fails to provide to the Landlord an Option Notice within the said fifteen (15)
day period, the Term of this Lease shall terminate on the Surrender Date; and (ii) if
the Surrender Date occurs during the last twenty-four (24) months of the Option
Period, the Landlord shall not be required to provide a Relocation Premises, in
which event, the Term of this Lease shall terminate on the Surrender Date
unless the Tenant and Landlord otherwise mutually agree pursuant to an
amendment to this Lease duly executed by the parties hereto pursuant to Subsection 27K.


 


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E.                                      If
this Lease shall terminate on the Surrender Date pursuant to Subsection 2D,
the rights and obligations of the parties hereunder shall cease as of the
Surrender Date (except that both parties shall remain liable for any accrued
obligations arising under this Lease prior to the Surrender Date) and the
monthly Base Rent for the final month in which the Surrender Date occurs shall
be pro-rated as of the Surrender Date. No further documentation shall be
required to effect the termination of this Lease, but each party agrees that,
upon the request of the other party to do so, it shall execute, acknowledge and
deliver an appropriate instrument evidencing such termination prepared by or at
the expense of the party requesting the same.


 


3.                                      BASE RENT.


 


A.                                   No
Base Rent (hereinafter defined) shall be due for the first sixty (60) days of
the Initial Term to allow the Tenant to complete the tenant leasehold
improvements described under Section 8A. Beginning on the
sixty-first (61st) day after the Commencement Date (the “Rent Commencement Date”), and for the remainder of the first
Lease Year, Tenant agrees to pay to the Landlord, without previous demand
therefore and, without any set-off or deduction whatsoever, the following
monthly net rent (“Base Rent”)(1):
$9,989.98 per month. All monthly Base Rent shall be due and payable on the
first business day of each calendar month during the Term. If the Rent
Commencement Date does not occur on the first day of the month, then (i) the
monthly Base Rent for the calendar month during which the Rent Commencement
Date occurs shall be pro-rated to cover the period between the Rent
Commencement Date and the last day of that month, and the Base Rent for that
month shall be due and payable on the Rent Commencement Date; and (ii) the
Base Rent for the last calendar month for each Lease Year shall be pro-rated
between the then existing Base Rent for the then concluding Lease Year and the
adjusted Base Rent for the new Lease Year as calculated pursuant to Subsection B
below.


 


B.                                     Commencing
with the first day of the second Lease Year, to-wit: June 1, 2006 (“First Adjustment Date”) and on the first day of each Lease
Year thereafter (“Subsequent Adjustment Date”)
during the Initial Term and Option Period, the amount of the monthly Base Rent
due under this Lease shall be increased by an amount equal to the product of
the then current monthly Base Rent multiplied by a three percent (3%).
Therefore, the monthly Base Rent for the second Lease Year shall be $10,289.68;
for the third Lease Year, $10,598.37; and increased so forth throughout the
entire Term of this Lease.


 


C.                                     All
monthly Base Rent payments and any other payments due Landlord under this Lease
shall be made without any setoff or deduction whatsoever and shall be payable
and delivered to:


 


Aerospace/Defense, Inc.


4383 Jenkins Avenue


North Charleston, SC 29405


 






(1) Base Rent for the
first Lease Year shall be based on an annualized rate of $119,879.75, being the
sum of (a) $71,900.00 calculated at $10.00 per square foot per year for
7,190 square feet of “Office Area” and (b) $47,979.75 calculated at $5.25 per
square foot per year for 9,139 square feet of “Warehouse Area.”


 


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or to such
other place as may be designated by notice in writing from Landlord to Tenant.
Base Rent and other payments due Landlord by the Tenant under this Lease
received more than ten (10) days after the due date of such payment shall
be subjected to a late penalty of one point five percent (1.5%) of the amount
of such payment for each month, or portion thereof, such payment is late. No
payment by Tenant or receipt by Landlord of any lesser sum than the monthly
Base Rent stipulated in this Lease shall be deemed to waive the right of
Landlord to receive in a timely manner the full amount due and payable to the
Landlord.


 


4.                                      UTILITIES.


 


A.                                   Provided
Tenant only consumes water and electricity for personal and office use and not
for any manufacturing process or non-office use, Tenant’s pro rata portion of
the Project’s water and electricity bill is included in the Base Rent. (No gas
is provided to the Premises.) Subject to Section 23 (Force
Majeure), the Landlord shall not interrupt, or cause to be interrupted, any
such utility service (water and electricity) for a period longer than 36 hours.
No such interruption of utility service shall relieve Tenant from any of its
obligations under this Lease.


 


B.                                     Tenant’s
pro rata share of the county solid waste recycling fee paid by the Project for
solid waste hauled from the Project shall be an amount equal to the product of (1) the
total solid waste recycling fee paid by the Project for the period in question,
multiplied by (2) a fraction having as its numerator the volume of any
trash dumpster utilized by the Tenant at the Premises during the period in
question and as its denominator the volume of all trash dumpsters at all
buildings in the Project picked up during the same time period. For purposes of
this subparagraph, the volume of a trash dumpster picked up during a billing
period will be determined by multiplying the capacity of the trash dumpster in
cubic yards by the number of times such trash dumpster is picked up during the
billing period, whether or not such trash dumpster was filled to capacity at the
time it was picked up. It is acknowledged by the parties that the Tenant shall
provide the Tenant’s own trash dumpsters and shall pay for the hauling of trash
therefrom.


 


C.                                     Tenant
shall provide and contract for Tenant’s own telephone/telephonic, internal telecommunications,
cabling and computer network (LAN, WAN, etc.) needs in and associated with the
Premises - - with its own separate telephone numbers, wiring and cables, and in
connection therewith shall be free to make such modifications to the Premises
as may be reasonable and necessary for such purpose.


 


5.                                      TAXES AND COMMON AREAS.


 


A.                                   Landlord
shall pay, prior to delinquency, all real property taxes and assessments which
are levied, imposed, or assessed upon or against the Building. Tenant shall not
be responsible for any portion of such real property taxes and assessments.


 


B.                                     Tenant
shall pay prior to delinquency all taxes assessed against and levied upon trade
fixtures, furnishings, equipment, inventory and all other personal property of
Tenant contained in the Premises. When possible, Tenant shall cause such trade
fixtures, furnishings, equipment and other personal property to be assessed and
billed separately from the real property 


 


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of Landlord. If any of Tenant’s
personal property shall be assessed with Landlord’s real property, Tenant shall
pay Landlord the taxes attributable to Tenant within thirty (30) days after
receipt of a written statement setting forth the taxes applicable to Tenant’s
property, together with a copy of the taxing authority’s billing to Landlord.


 


C.                                     The
term “Common Areas” as used in this Lease means those parts of and adjacent to
Building No. 1 marked “Common Areas”
on Exhibit A-1 [the roadway leading from U.S. Highway 78 to the
parking area, and the parking area in front of Building No. 1]. Landlord
hereby grants to Tenant and Tenant’s customers, invitees and employees for the
entire Term, the right to use, in common with Landlord, Landlord’s invitees and
employees and with the other lessees and occupants of Project and their
respective customers, invitees and employees, the Common Areas for their
intended purposes, subject to reasonable, rules and regulations (“Rules and Regulations”) to be promulgated by Landlord
for the convenience and safety of all of the lessees, occupants and users of
the Project. Landlord will have the right to make reasonable modifications and
additions to the Rules and Regulations from time to time. In addition, the
Landlord reserves the right to assign, limit or designate exact parking spaces
for the Tenant and other lessees and occupants of Building No. 1 and their
respective employees and invitees and to close all or any portion of the
parking area or other Common Areas to such extent as may, in the opinion of the
Landlord, be necessary to maintain, repair or renovate same. Except for senior management of the Tenant (approximately 12 employees)
and occasional visitors and customers of the Tenant, the Tenant shall cause its
other employees and guests to park in the common area parking lots designated
in the Building No. 2 Lease during such temporary maintenance, repair and
renovation of parking.  In the
event of additional tenants coming into Building 1, requiring parking that
creates needs beyond the current 124 spaces available, FPI will receive
reasonable space allocation and right upon receiving Landlord’s prior written
approval, to extend the current parking spaces.


 


(i)                                     During
the Term, Landlord will maintain the Common Areas in good order and condition.
Tenant shall not be responsible for paying any so-called common area
maintenance charges; however, notwithstanding the foregoing, if the necessity
for repairs to any Common Areas (such as, for example, the common area
restrooms) shall have arisen from or shall have been caused by the negligence
or willful acts of the Tenant, its agents, concessionaires, officers,
employees, licensees, invitees or contractors, Landlord may make or cause the
same to be made, but shall not be obligated to do so, and Tenant agrees to pay
to Landlord promptly upon Landlord’s demand, the cost of such repairs, if made.
In the event Landlord elects not to make such repairs, Landlord may require
Tenant to make such repairs at Tenant’s sole cost and expense.


 


(ii)                                  Landlord
shall have the right, at Landlord’s sole cost and expense, to relocate, change,
move or alter the Common Areas, so long as restroom facilities are available to
the Tenant and 24-hour pedestrian ingress to and egress from the Premises is
not materially disturbed.


 


6.                                      SIGNAGE.


 


Tenant shall have the
option to install, at Tenant’s cost, a sign at a location near the entrance to
the Premises, subject to the prior written consent of Landlord, which consent
shall 


 


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not be unreasonably withheld or
delayed. Any sign constructed by Tenant must be of a size and at a location
which will not detract from the image and unity of the Project and Building.


 


7.                                      USE.


 


A.                                   Tenant
shall use the Premises for offices associated with Tenant’s business
located in Building No. 2 and Building No. 3 within the Project
currently under lease from Landlord. Outside storage, including without
limitation, trucks and other vehicles, is prohibited. Tenant shall at its own
cost and expense obtain any and all licenses and permits necessary for any such
use. Tenant shall not permit any objectionable or unpleasant odors, smoke,
dust, noise or vibrations to emanate from the Premises, nor take any other
action that would constitute a nuisance or would disturb or endanger the
Landlord or any other tenants or occupants of Building No. 1 or
unreasonably interfere with their use of Building No. 1. Without Landlord’s
prior written consent, Tenant shall not receive, store or otherwise handle any
product, material or merchandise which is explosive or highly flammable.


 


B.                                     Tenant
shall not commit or suffer to be committed any waste upon or about the
Premises, the Common Areas, and the Building.


 


8.                                      COMPLIANCE WITH LAWS AND GOVERNMENTAL REGULATIONS.


 


A.                                   Tenant
shall at all times during the Term be in full compliance with any and all
federal, state and local governmental rules and regulations, ordinances
and similar provisions having the force and effect of law (collectively, “Laws”) which are or would be applicable to the use of the
Premises and the business being conducted within the Premises.


 


B.                                     Landlord
shall be responsible for any alteration or improvements or repairs to the
Common Areas ordered by any governmental authority or required under applicable
Laws, provided, however, Tenant shall be obligated to make any alterations,
repairs or improvements to the Common Areas that are necessary because they
relate primarily to the occupancy or use of Tenant or Tenant’s business in the
Premises.


 


8A.                            TENANT’S LEASEHOLD IMPROVEMENTS.


 


A.                                   Tenant’s
Leasehold Improvements to the Warehouse Area.  Within 60 days after the execution of this
Lease and subject to the provisions of Section 10 (Alterations
by Tenant), Tenant will, at Tenant’s sole cost and expense, without contribution
by the Landlord, perform or caused to be performed the work described in Exhibit B
of this Lease (“Tenant’s Improvements to the Warehouse Area”).
The plans and specifications for Tenant’s Improvements to the Warehouse Area
attached hereto as Exhibit B-1 are hereby approved by the Landlord,
and shall not be substantially changed by the Tenant without the prior written
consent of the Landlord. During construction of Tenant’s Improvements to the
Warehouse Area, Tenant and its contractors and agents shall take reasonable
precaution not to damage the existing structure of the Building and other areas
within and adjacent to the Building.


 


B.                                     Tenant’s
Leasehold Improvements to the Office Area.  Within 60 days of the execution of this Lease
and subject to the provisions of Section 10 (Alterations by
Tenant), Tenant will, at Tenant’s sole cost and expense, without,
contribution by the Landlord, perform or 


 


6

















 


cause to be performed the work
described in Exhibit C  (GENERAL SPECIFICATION
DOCUMENT C-1 ATTACHED) of this Lease (“Tenant’s
Improvements to the Office Area” which for purposes of this Subsection B,
only, may also be referred to as “Improvements”).
The plans and specifications for the Improvements are attached hereto as Exhibit C-1
and are hereby approved by the Landlord and shall not be substantially changed
by the Tenant without the prior written consent of the Landlord. During
construction of the Improvements, Tenant and its contractors and agents shall
take precaution not to damage the existing structure of the Building and other
areas within and adjacent to the Building.


 


C.                                     Right
to Inspect.  During the construction
of Tenant’s improvements under this Section 8A, and at the
completion of such improvements, Landlord’s representatives shall have the
right (but the Landlord shall have no duty or obligation whatsoever) to inspect
the work related to the construction and completion of such improvements upon
reasonable prior notice to the Tenant; provided, however,
notwithstanding the foregoing, any such inspections shall not (a) be
relied upon by the Tenant or Tenant’s contractor for any reason whatsoever, and
(b) be deemed to relieve the Tenant of its representations and obligations
to complete such improvements in accordance with the terms and provisions of
this Section 8A. During the period that the Tenant is constructing
the improvements in or upon the Premises, it will cause its contractor and
other invitees to work so as not to unreasonably or unnecessarily interfere
with the operations of the other lessees and occupants of the Building.


 


9.                                      MAINTENANCE AND REPAIR.


 


A.                                   Landlord
shall at its expense maintain only the roof, foundation and structural
soundness of the exterior walls of Building No. 1 in good repair. Tenant
shall repair and pay for any damages caused by the negligence of the Tenant, or
Tenant’s employees, agents or invitees, or caused by Tenant’s fault hereunder.
The term “walls” as used herein shall not include windows, glass or plate
glass, doors, or entries to the Premises. Tenant shall immediately give
Landlord written notice of any defect or need for repairs, after which Landlord
shall have reasonable opportunity and access to the Premises to repair same or
cure such defect. Landlord’s liability with respect to any defects, repairs or
maintenance for which Landlord is responsible under any of the provisions of
this Lease shall be limited to the cost of such repairs or maintenance or the
curing of such defect. Landlord shall promptly, at Landlord’s cost and expense,
make all necessary replacements, restorations, renewals and repairs to the
Premises Landlord is required to maintain as hereinabove provided in this Subsection 9A.
Repairs, restorations, renewals and replacements shall, to the extent possible,
be at least equivalent in quality of the original work or the property
replaced, as the case may be. Any injury sustained by any person because of the
Landlord’s failure to perform its obligations as hereinabove provided in this Subsection 9A
shall be the responsibility of Landlord and Landlord shall indemnify and hold
Tenant harmless from and against all claims and actions for injuries in
connection therewith, including, but not limited to attorney’s and other
professional fees, and any other cost which Tenant might reasonably incur.


 


B.                                     Tenant
acknowledges that it is leasing the Premises in their “AS-IS” condition. Except
as provided in Section 9A, Section 13, and Section 14
hereof, Tenant shall promptly throughout the Term at Tenant’s cost and expense,
take good care of and maintain the Premises (including, but not limited to, all
Tenant Improvements to the Warehouse Area and all 


 


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Tenant Improvements to the
Office Area, windows, glass and plate glass, doors, office entries, interior
walls and finish work, floors and floor coverings, heating and air-conditioning
systems) in good order, repair and condition and in neat, clean and safe
condition, fair wear and tear excepted. In meeting its obligations pursuant to
this Section 9B, Tenant may repair (rather than replace) any
component of the Premises which Tenant is required to maintain unless such
component cannot be repaired, in which event replacement shall be required.
Tenant shall promptly, at Tenant’s cost and expense, make all necessary
replacements, restorations, renewals and repairs to portions of the Premises
Tenant is required to maintain. Repairs, restorations, renewals and
replacements shall, to the extent possible, be at least equivalent in quality
of the original work or the property replaced, as the case may be, and shall
become the property of the Landlord. Tenant will not overload the electrical
wiring serving the Premises, and will install at its expense, subject to the
provisions of Section 10, any additional electrical wiring which
may be required in connection with Tenant’s apparatus. Any damage or injury
sustained by any person because of mechanical, electrical, plumbing or any
other equipment or installations, whose maintenance and repair shall be the
obligation of Tenant as provided in this Subsection B, shall be the
responsibility of the Tenant, and Tenant shall indemnify and hold Landlord
harmless from and against all claims, actions, injuries, damages and liability
in connection therewith, including, but not limited to attorney’s and other
professional fees, and any other cost which Landlord might reasonably incur.


 


10.                                ALTERATIONS BY TENANT.


 


A.                                   Tenant
will not make any alterations, renovations, improvements or other installations
in, on or to the Premises or any part thereof (including, without limitation,
any structural alterations, or any cutting or drilling into any part of the
Premises or any securing of any fixture, apparatus, or equipment of any kind to
any part of the Premises) unless and until Tenant shall have caused plans and
specifications therefore to have been prepared, at Tenant’s expense, by an
architect or other duly qualified person and shall have obtained Landlord’s
written approval thereof. If such approval is granted, Tenant shall cause the
work described in such plans and specifications to be performed, at its
expense, promptly, efficiently, competently and in a good and workmanlike
manner by duly qualified and licensed persons or entities, using first grade materials,
without interference with or disruption to the operations of tenants or other
occupants of the Building. All such work shall comply with all applicable
governmental codes, rules, regulations and ordinances.


 


B.                                     All
improvements installed or constructed by or on behalf of the Tenant shall at
the expiration of the Term or termination of this Lease become the property of
Landlord and shall not be removed from the Premises. All trade fixtures,
furniture, furnishings and signs installed in or upon the Premises by Tenant
shall remain the property of Tenant and shall be removed upon the expiration of
the term of this Lease, provided however, that if Tenant fails to remove such
items from the Premises prior to the expiration or earlier termination of this Lease,
all such trade fixtures, furniture, furnishings and signs shall at the option
of the Landlord become the property of Landlord unless Landlord elects to
require their removal in which case Tenant shall promptly remove same and
restore the Premises to its prior condition. Tenant shall forthwith promptly
and diligently repair any damage to the Premises or the Building caused by the
installation and/or removal of the Tenant’s equipment, machinery, trade
fixtures and 


 


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movables. The obligations and
liabilities of the Tenant under this section shall survive the Term of
this Lease.


 


C.                                     No
work performed by or on behalf of the Tenant pursuant to this Lease, whether in
the nature of erection, construction, alteration or repair, shall be deemed to
be for the immediate use and benefit of Landlord so that no mechanic’s or other
lien shall be allowed against the Premises, the Building, any portion of the
Project or the estate of Landlord by reason of any consent given by Landlord to
Tenant to improve the Premises. Tenant shall pay promptly all persons
furnishing labor or materials with respect to any work performed by Tenant or
its contractor on or about the Premises and the Building, and shall obtain and
deliver to Landlord “releases” or waivers of liens from all parties doing work
in the Premises or the Building and an affidavit from Tenant stating that all
bills have been paid with regard to such work and that there are no outstanding
obligations owed with respect to any such work done in the Premises. In the
event any mechanic’s or other lien shall at any time be filed against the
Premises, the Building, any portion of the Project or the estate of the
Landlord by reason of work, labor, services or materials performed or
furnished, or alleged to have been performed or furnished, to Tenant or to
anyone holding the Premises through or under Tenant, Tenant shall forthwith
promptly cause the same to be discharged of record or bonded to the
satisfaction of Landlord. If Tenant shall fail to cause such lien forthwith to
be so discharged or bonded after being notified of the filing thereof, then, in
addition to any other right or remedy of Landlord, Landlord may bond or
discharge the same by paying the amount claimed to be due, and the amount so
paid by Landlord including reasonable attorney’s fees and expenses incurred by
Landlord either defending against such lien or in procuring the discharge of
such lien, together with interest thereon shall be due and payable by Tenant to
Landlord as an additional charge due and payable immediately upon the
presentation of an invoice by Landlord to Tenant.


 


11.                                INDEMNIFICATION.


 


Tenant agrees, to the
extent not expressly prohibited by law, to pay, and to protect, defend,
indemnify and save harmless Landlord from and against all liabilities, damages,
costs, expenses (including reasonable attorneys’ fees and expenses), causes of
action, suits, claims, demands or judgments (collectively, “Liabilities”) of any nature whatsoever which may be imposed
upon or incurred by or asserted against Landlord by reason of (i) any
accident, injury to or illness or death of any person, or any damage to
property occurring on the Premises or in the Building during the Term or while
Tenant, Tenant’s agents, employees, invitees or contractors or parties claiming
through Tenant are in possession of or conducting any activities on the
Premises (except to the extent caused by the negligence or willful misconduct
of Landlord), (ii) any accident, injury to, illness or death of any
person, or any damage to property (excluding property covered by Landlord’s
property insurance policies) arising out of the negligence or willful
misconduct of Tenant or Tenant’s agents, employees, invitees or contractors in
any portion of the Project outside the Building during the Term, and (iii) any
failure by Tenant to perform or comply with any of the terms of this Lease or
of any contracts, agreements, restriction, or laws affecting the Premises or
any part thereof. The obligations and liabilities of the Tenant under this section shall
survive the Term of this Lease.


 


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12.                                INSURANCE.


 


A.                                   Throughout
the Term and at no cost to the Tenant, the Landlord will maintain fire and
casualty insurance over Building No. 1 in such amounts as it deems
necessary.


 


B.                                     (i)                                     Tenant,
at its expense, will maintain from and after the date of this Lease and
throughout the Term, comprehensive general liability insurance against claims
on account of bodily injury, death or property damage incurred upon or adjacent
any part of the Premises. Such insurance policy will have limits of not less
than Three Million and No/100 Dollars ($3,000,000) per occurrence in respect to
bodily injury or death and not less than One Million and No/100 Dollars
$1,000,000) per occurrence in respect to property damage and provide
contractual coverage of Tenant’s liability to Landlord assumed under the
indemnification provisions of this Lease. Landlord shall be named as an additional
insured under the insurance required under this Subsection 12B(i),
and the Tenant shall deliver to Landlord a certificate evidencing such
insurance before the Commencement Date and thereafter upon reasonable request.


 


(ii)                                  Tenant,
at its expense, shall maintain and provide throughout the Term insurance
coverage against loss or damage by fire or other risks provided by broad form
extended coverage endorsement covering all property and chattels belonging to
or under the care, custody or control of Tenant and located within or at the
Premises. Landlord shall not be liable for any damage to or loss of such
property and chattels, regardless of the cause of such damage or loss.


 


C.                                     All
insurance required by the Tenant hereunder shall be primary and not excess with
any insurance, coinsurance or self insurance maintained by Landlord.
Certificates of insurance evidencing the insurance required hereunder shall be
delivered to Landlord on or before the Commencement Date and thereafter upon
reasonable request.


 


D.                                    Each
party hereto expressly waives any and every claim which arises or may arise in
such party’s favor against the other party and such party’s shareholders,
partners, officers, and employees during the Term for any and all loss of or
damage to any of such party’s property, located within or upon or constituting
a part of, the Premises or Project, which loss or damage is caused by a peril
required by this Lease to be covered by the insurance of the party incurring
the loss. Inasmuch as the mutual waivers in this section will preclude the
assignment of any claim by way of subrogation (or otherwise) to an insurance
company (or any other party), each party hereby agrees to give immediately to
each insurance company which has issued to such party policies of property
insurance, written notice of the terms of the mutual waivers of subrogation and
to have such insurance policies properly endorsed, if necessary, to prevent the
invalidation of the insurance coverages by reason of such waivers.


 


E.                                      If,
by reason of any act or omission of Tenant, the rate of any insurance
maintained by Landlord with respect to the Common Areas or the Premises shall
be increased, Tenant shall reimburse Landlord for that portion of the premiums
to be paid by Landlord due to such act or omission as additional rent due
hereunder. If, due to the manner of Tenant’s use or occupancy of the Premises,
any such insurance shall be canceled or if cancellation thereof shall be
threatened, Landlord shall give prompt notice thereof to Tenant and, provided
such manner of 


 


10

















 


use shall not have been made of
the Premises by Landlord prior to the date hereof, then Tenant shall indemnify
Landlord against any liability that would have been covered by such canceled
insurance.


 


13.                                DAMAGE AND DESTRUCTION.


 


A.                                   In
case of any material damage to or destruction of any portion of the Premises,
Tenant shall promptly give written notice thereof to Landlord. If any portion
of the Premises shall be partially damaged by fire or other casualty, then
Landlord, except as otherwise provided herein, shall proceed promptly and with
due diligence to repair and restore the damaged portion to substantially the
same condition and quality as prior to such damage. If any part of the Premises
shall be damaged, but not such a substantial portion thereof as to impair
Tenant’s ability to conduct Tenant’s business in Tenant’s normal course, then
such portion thereof as has been rendered untenantable by reason of such damage
shall be repaired by Landlord and until such repairs are completed, the Base
Rent payable hereunder shall be abated to the extent that such Base Rent for
such portion relates to the total space for the period from the date of such
damage to the date when such portion shall have been made tenantable. Tenant
understands that Landlord will not carry insurance of any kind on Tenant’s
property, to wit: Tenant’s goods, inventory, furniture or furnishings or any
fixtures, equipment, or improvements, and that Landlord shall not be obligated
to repair any damage thereto or replace the same.


 


B.                                     In
the event the Premises is totally destroyed or such portion thereof is damaged
as will prevent Tenant from conducting Tenant’s business in Tenant’s normal
course, Landlord, at Landlord’s sole option and expense, may promptly and with
due diligence repair and restore the Premises or the damaged portion thereof to
substantially the same condition and quality as prior to such damage.


 


(i)                                     If
in the reasonable opinion of a licensed architect retained by Landlord, the
Premises cannot be substantially repaired or restored within forty-five (45)
days from the date of damage or destruction, the Lease and the leasehold
interest herein granted may be terminated by either party by written notice
delivered to the other party within thirty (30) days after the date of receipt
of notice from Landlord’s architect setting forth the projected repair period.
Notice of termination by either party to the other party will specify a date,
not less than ten (10) days after the date of such notice, for such
termination. In the event of giving of such notice of termination, this Lease
shall expire as of the date specified in such notice with the same effect as if
such date where the date hereinbefore specified for the expiration of the Term,
and the Base Rent payable hereunder shall be apportioned as of such date of
such fire or other casualty, subject to abatement, if any, as and to the extent
provided in Section 13(a) hereof.


 


(ii)                                  Notwithstanding
the provisions of this Section 13(a), in the event the Premises is
destroyed or damaged to the extent of thirty-three percent (33%) or more of the
replacement value thereof during the last two (2) years of the Term or
during the last year of any Option Period of the Lease, then either Tenant or
Landlord may elect to terminate this Lease as of the date of such damage or
destruction by giving written notice to the other within sixty (60) days of
such damage or destruction except Tenant can negate Landlord’s termination if
Tenant exercises any applicable renewal option. If this Lease is terminated as
herein provided, then all 


 


11

















 


prepaid rent and other charges
paid in advance by Tenant shall be refunded by Landlord to Tenant.


 


14.                                CONDEMNATION.


 


A.                                   In
the event that at any time during the Term, title to the whole or materially
all of the Building shall be taken by the exercise of the right of condemnation
or eminent domain or by agreement between the Landlord and those authorized to
exercise such right, this Lease shall terminate and expire on the date of such
taking and the rent provided to be paid by the Tenant shall be apportioned and
paid to the date of such taking.


 


B.                                     Tenant,
at Tenant’s cost and expense, shall be entitled to separately claim, in any
condemnation proceeding, any damages payable for movable trade fixtures and
leasehold improvements paid for and installed by Tenant without any
contribution or reimbursement therefore by Landlord, and for Tenant’s loss of
business, and for Tenant’s relocation costs; provided Landlord’s award is not
reduced or otherwise adversely affected thereby.


 


15.                                SUBORDINATION; NONDISTURBANCE.


 


A.                                   Upon
Landlord’s written request, Tenant will execute and deliver to Landlord an
agreement in recordable form subordinating Tenant’s rights to the lien of any
mortgage hereafter encumbering the Premises. Tenant, however, will not be
required to subordinate Tenant’s rights hereunder to any mortgage unless and
until the holder of such mortgage executes and delivers to Tenant a written
agreement providing in substance (i) that so long as Tenant faithfully
discharges Tenant’s obligations under this Lease, Tenant’s right of possession
to the Premises and other rights under this Lease will not be affected by any
default by Landlord under any instrument creating or secured by such mortgage,
and (ii) that in the event of foreclosure or any other enforcement of such
mortgage, the rights of Tenant hereunder will expressly survive and this Lease
will continue in full force and effect. If any mortgage, trustee or ground
lessor shall elect to have this Lease prior to the lien of its mortgage, deed
of trust or ground lease, and shall give written notice thereof to Tenant, this
Lease shall be deemed prior to such mortgage, deed of trust, or ground lease,
whether this Lease is dated prior or subsequent to the date of said mortgage,
deed of trust or ground lease or the date of recording thereof.


 


B.                                     Landlord
represents and warrants that no lien encumbers the Premises on the date of this
Lease.


 


16.                                NONWAIVER.


 


Neither a failure by
either party to exercise any of its options hereunder, nor failure to enforce
its rights or seek its remedies upon any default, nor the acceptance by the
Landlord of any rent accruing before or after any default, shall effect or
constitute a waiver of such party’s right to exercise such option, to enforce
such right, or to seek such remedy with respect to that default or to any prior
or subsequent default.


 


12

















 


17.                                QUIET ENJOYMENT.


 


If Tenant pays the rent
Tenant is obligated hereunder to pay, and observes all other terms, covenants
and conditions hereof, Tenant may peaceably and quietly have, hold and enjoy
the Premises during the Term, subject, however, to all the terms of this Lease.


 


18.                                ASSIGNMENT AND SUBLETTING.


 


A.                                   Tenant
shall not sublet the Premises, nor any part thereof, nor assign, or otherwise
dispose of this Lease or any interest therein, or any part thereof, without
Landlord’s prior written consent in each of the foregoing cases, which consent
shall not be unreasonably withheld or delayed. Landlord’s disapproval of a
proposed assignee or sublessee will be considered reasonable if the proposed
assignee or sublessee is not of a generally comparable quality with Tenant, if
the proposed use of the Premises is not compatible with the Premises, and if
the proposed assignee or sublessee is not the same assignee or sublessee as the
case may be, of either Building No. 2 or Building No. 3, currently
under lease to the Tenant.


 


B.                                     Notwithstanding
the provisions of Section 18A hereof, Tenant may assign or sublet
the Premises, or any portion thereof, without Landlord’s consent, to any
corporation that controls, is controlled by or is under common control with
Tenant, or to any corporation resulting from the merger or consolidation with
Tenant, or to any person or entity that acquires all the assets of Tenant as a
going concern of the business that is being conducted on the Premises.  Tenant and any guarantor of the obligations
of Tenant under this Lease shall remain liable despite any assignment or
sublease of this Lease by Tenant pursuant to this Section 18.


 


19.                                ENTRY.


 


Landlord, and any
mortgagee, and their respective duly authorized representatives shall have the
right upon giving Tenant prior written notice to enter the Premises at all
reasonable times for the purposes of inspecting the conditions of same, and
making such repairs, alterations, additions, or improvements thereto as may be
necessary or desirable if Tenant fails to do so as required hereunder (but the
Landlord shall have no duty whatsoever to make any such inspections, repairs,
alterations, additions, or improvements).


 


20.                                DEFAULT.


 


A.                                   The
following shall be defined and deemed as an “Event of
Default” by Tenant: (i) if Tenant shall default in the payment
of the Base Rent and other payments and amounts due Landlord by the Tenant
under this Lease and if Tenant shall fail to cure said default within fifteen
(15) days after receipt of notice of such default from Landlord; or, (ii) if
Tenant shall default in the performance or observance of any other
non-financial term, covenant or condition to be performed or observed by Tenant
under this Lease and if Tenant shall fail to cure said default within thirty
(30) days after receipt of notice of said default from Landlord or if such
default is of a nature which cannot be corrected in thirty (30) days, if Tenant
shall fail to commence to cure same within thirty (30) days and thereafter
diligently pursue such cure to completion, or (iii) if an Event of Default
(as that term is defined in each of the Leases referenced in this subsentence
(iii)) shall occur in either of the following Leases between the Landlord and
Tenant: Industrial Lease dated July 13, 2004 covering a portion of the
building 


 


13

















 


designated as “Building No. 2”
located within the Project or Industrial Lease dated as of September 2,
2003 covering the building designated at “Building No. 3” located within
the Project.


 


(i)                                     In
case of any Event of Default hereinbefore provided, the Landlord shall have the
immediate right of reentry and may remove all persons and property from the
Premises by summary proceedings, force or otherwise. No such reentry or taking
possession of the Premises by Landlord shall be construed as an election on
Landlord’s part to terminate this Lease unless a written notice of such
intention to be given to Tenant or unless the termination thereof be decreed by
a court of competent jurisdiction.


 


(ii)                                  In
addition, in the event of any Event of Default (whether or not Landlord shall
elect to re-enter or to take possession pursuant to legal proceedings or
pursuant to any notice provided for by laws), Landlord shall have the right, at
Landlord’s option,


 


1)                                      to
terminate this Lease on not less than two (2) days’ notice to Tenant and
upon the giving of said notice, this Lease and the term hereof shall cease and
expire on the date set forth in said notice as if said date where the
expiration originally set forth herein, or


 


2)                                      to
relet the Premises or any part(s) thereof for such term or terms (which may
extend beyond the Term) and at such rental(s) and upon such other terms and
conditions as Landlord in Landlord’s sole discretion may deem advisable. Landlord
shall have the right from time to time to make such alterations and repairs as
may be reasonably necessary in order to relet the Premises. Upon each such
reletting all rentals received by the Landlord from such reletting shall be
applied, first, to the payment of any indebtedness (other than rents due
hereunder) of Tenant to Landlord, second, to the payment of any costs and
expenses of such reletting, including, without limitation, reasonable attorneys’
fees and of the cost of such alterations and repairs, third, to the payment of
rents due and unpaid hereunder; and the residue, if any, shall be held by
Landlord and applied in payment of future rents and other payments required to
be made by Tenant hereunder as the same may become due and payable hereunder,
with the right reserved to Landlord to bring such action(s) or proceeding(s)
for the recovery of any deficits remaining unpaid without being obliged to
await the end of the term for a final determination of Tenant’s account, and
the commencement or maintenance of any one or more actions for further accruals
pursuant to the provisions of this section. If such rentals to be paid during
that month by Tenant hereunder, Tenant shall pay any such deficiency to
Landlord. Such deficiency shall be calculated and paid monthly subject to
Landlord’s right of action(s) or proceeding(s) as aforesaid. Notwithstanding
any such reletting without termination, Landlord may at any time thereafter
elect to terminate this Lease for such previous breach.


 


(iii)                               Should
Landlord at any time terminate this Lease for any breach, in addition to any
other remedies Landlord may have, Landlord may recover from Tenant all damages
Landlord may incur by reason of such breach as damages for loss of the bargain
and not as a penalty, including the cost of recovering the Premises, reasonable
attorneys’ fees, and including the present value determined by using a discount
rate of eight percent (8%), at the time of such termination, of the excess if
any, of the amount of rental and charges equivalent to rental reserved in this
Lease for the remainder of the Term, over the aggregate rental value of the 


 


14

















 


Premises for the remainder of
such term, all of which shall be immediately due and payable from Tenant to
Landlord. If any laws shall validly limit the amount of the damages provided
for in the immediately preceding sentence to less than the amount above agreed
upon, Landlord shall be entitled to the maximum amount allowable under such
laws.


 


B.                                     Landlord
shall not be in default unless Landlord fails to perform obligations required
of Landlord within a reasonable time, but in no event later than thirty (30)
days after written notice by Tenant to Landlord and to the holder of any first
mortgage or deed of trust covering the Premises whose name and address shall
have theretofore been furnished to Tenant in writing, specifying wherein
Landlord has failed to perform such obligation; provided, however, that if the
nature of Landlord’s obligation is such that more than thirty (30) days are
required of performance then Landlord shall not be in default if Landlord
commences performance within such 30-day period and thereafter diligently
prosecutes the same to completion. In the event Landlord fails to discharge any
obligation set forth in this Lease on or before the date such obligation or
payment is due, Tenant may, at Tenant’s option, discharge such obligation.
Tenant shall use reasonable efforts to mitigate its damages after a default by
the Landlord. In the event Tenant elects to discharge Landlord’s obligation(s),
Landlord agrees to reimburse Tenant on demand for the amount of expenses
incurred by Tenant.


 


21.                                ENVIRONMENTAL PROVISIONS.


 


A.                                   For
the purposes of this Section 21, the following shall have the respective
meanings set forth below:


 


(i)                                     “Hazardous
Material” means any substance, material or waste which is regulated by any
applicable governmental authority of the United States or the State of South
Carolina, including without limitation, any material, substance or waste which
is defined as “hazardous”, “hazardous waste”, “hazardous material”, “hazardous
substance”, “extremely hazardous waste”, “restricted hazardous waste”, “pollutant”,
“contaminant”, “toxic substance” or “toxic waste” under any provision of any
applicable Environmental Law, and includes, but is not limited to, petroleum,
petroleum products, asbestos, urea formaldehyde and polychlorinated biphenyls.


 


(ii)                                  “Hazardous
Materials Contamination” means any disposal, transportation, storage, arranging
of disposal, spillage, discharge, emission, leakage, release or threatened
release of any Hazardous Materials at, in, on, under, from, about, or affecting
the soil, air, water, fixtures, personal property, animals or buildings.


 


(iii)                               “Environmental
Condition” means any unlawful environmental condition, event or circumstance.


 


(iv)                              “Damages”
means all demands, claims, actions, assessments, losses, damages, liabilities,
costs and expenses of every nature (including, without limitation, reasonable attorneys’
fees, fines, penalties and costs of settlements of any kind), known or unknown,
foreseen or unforeseen, contingent or otherwise.


 


(v)                                 “Landlord-Related
Party” means an employee, agent, contractor, licensee, customer, invitee or
affiliate of Landlord, but specifically excludes Tenant and any 


 


15

















 


other lessee or tenant of the
Project. “Tenant-Related Party” means an employee, agent, contractor, licensee,
customer, invitee or affiliate of Tenant but specifically excludes Landlord.


 


B.                                     Landlord
shall defend, indemnify, protect and hold Tenant harmless against Damages
resulting from or arising out of the following Hazardous Materials
Contamination or Environmental Conditions:


 


(i)                                     existing
or occurring within the Premises on or before Tenant takes occupancy of the
Premises or after the expiration or early termination of the Term but only to
the extent not caused by Tenant or a Tenant-Related Party; or


 


(ii)                                  existing
or occurring within the Premises or any other portion of the Project and caused
by Landlord or a Landlord-Related Party.


 


C.                                     Tenant
shall defend, indemnify, protect and hold Landlord harmless against all Damages
resulting from or arising out of Hazardous Materials Contamination or
Environmental Conditions existing or occurring within the Premises or any other
portion of the Building and/or Project and caused by Tenant or a Tenant-Related
Party, but only to the extent not caused by Landlord or a Landlord-Related
Party.


 


D.                                    The
Tenant shall not store and handle Hazardous Materials at, on, near or within
the Premises.


 


E.                                      The
obligations and liabilities of both parties under this Section 21
shall survive the Term of this Lease.


 


F.                                      The
failure by either party to abide by the terms of this Section 21
shall be restrainable by injunction.


 


22.                                SURRENDER OF TENANT.


 


A.                                   Tenant
will surrender possession of the Premises and remove all goods and production
equipment and other personal property owned by Tenant at the end of the Term,
or at such other time as Landlord may be entitled to re-enter and take
possession of the Premises pursuant to any provision of this Lease, and Tenant
shall leave the Premises broom clean and in good order and condition, ordinary
wear and tear excepted, except in the event of termination due to fire or other
casualty pursuant to Section 13 or termination due to condemnation
pursuant to Section 14. Tenant shall deliver to Landlord all keys,
locks and other fixtures connected with the Premises (such fixtures shall
include, but are not limited to: HVAC systems and all Tenant improvements) in
good repair, order and condition. In default of such surrender of possession
and removal of goods and chattels at the time aforesaid, Tenant will pay to
Landlord the rent set forth in this Lease for such period as Tenant either
holds over possession of the Premises or allows Tenant’s goods and production
equipment or other personal property at such time to remain in the Premises,
and in addition thereto, statutory penalties and all other damages which
Landlord shall suffer by reason of Tenant’s holding over in violation of the
terms and provisions of this Lease, including, without limitation, all
reasonable claims for damages made by any succeeding tenant or purchase of the
Premises against Landlord which may be founded upon 


 


16

















 


delay by Landlord in giving
possession of the Premises to such succeeding tenant or purchaser, so far as
such damages are occasioned by the unlawful holding over of Tenant.


 


B.                                     Tenant
shall have the absolute right to remove all of Tenant’s goods, production
equipment, and other personal property from the Premises at any time during the
Term.


 


C.                                     Notwithstanding
any other term or provision of this Lease to the contrary, Tenant shall be
responsible for the prompt, efficient and total clean-up and removal of all raw
materials, packaging, waste (solids, solvents, lubricants), and any hazardous
wastes placed, abandoned or located on the Premises and the area surrounding
the Premises by Tenant (or any of Tenant’s employees, agent, invitees or
subcontractors) during the Term hereof.


 


D.                                    The
liability and the obligations of Tenant under this section shall survive
the termination of this Lease.


 


23.                                FORCE MAJEURE.


 


In the event that Landlord
or Tenant shall be delayed or hindered in or prevented from the performance or
any act (other than either party’s monetary obligations), by reason of strikes,
lockouts, unavailability of materials, failure of power, restrictive
governmental laws or regulations, riots, insurrections, war, Acts of God, or
other reason beyond its reasonable control, then performance of such act shall
be excused for the period of the delay and the period for the performance of
such act shall be extended for a period equivalent to the actual period of such
delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a
cause beyond the reasonable control of either party.


 


24.                                SECURITY DEPOSIT.


 


No security deposit shall
be required.


 


25.                                COMMISSIONS.


 


Both Landlord and Tenant
acknowledge that no real estate broker is involved with respect to this Lease
and the negotiations thereof. Both parties agree to hold each other harmless
from any claims for commissions arising out of this Lease.


 


26.                                ESTOPPEL CERTIFICATE.


 


At any time and from time
to time Landlord and Tenant each agree, upon request in writing from the other,
promptly to execute, acknowledge and deliver to the other or to any person
designated by the other a statement in writing certifying that this Lease is
unmodified and is in full force and effect, or if there have been
modifications, that the same is in full force and effect as modified (stating
the modifications), that the other party is not in default in the performance
of its covenants hereunder, or if there have been such defaults, specifying the
same, the dates to which the Rent and other charges have been paid, and such
other matters may be reasonably requested.


 


17

















 


27.                                MISCELLANEOUS PROVISIONS.


 


A.                                   All
notices under this Lease shall be in writing and shall be deemed given if
delivered personally or by overnight courier or if sent by confirmed facsimile
transmitted during the regular business hours of the recipient, or when mailed,
postage prepaid, by registered or certified mail, return receipt requested,
addressed to the parties at their addresses as set forth below (or at such
other address as a party may from time to time designate by written notice
given in accordance with this Section):


 


	
  TO TENANT:

  	
   

  	
  TO LANDLORD:

  
	
   

  	
   

  	
   

  
	
  Force Protection, Inc

  Force Protection Industries, Inc.

  9801 Highway 78

  Ladson, SC 29456

  	
   

  	
  Aerospace/Defense, Inc.

  4838 Jenkins Avenue

  North Charleston, SC 29406

  
	
  ATTN: Ted McQuinn

  Fax No: 843-329-0380

  	
   

  	
  ATTN: Jerry Zucker or Jerry Garfinkle

  Fax No: (843) 747-4092

  



 


B.                                     It
is the intention of the parties hereto to create the relationship of Landlord
and Tenant, and no other relationship whatsoever, and unless expressly
otherwise provided herein nothing herein shall be construed to make the parties
hereto liable for any of the debts, liabilities or obligations of the other
party.


 


C.                                     This Lease shall be governed exclusively under the laws of the State of
South Carolina. Each of the parties (i) irrevocably consents to the
exclusive jurisdiction of any state or federal court located within Charleston
County, South Carolina, and (ii) waives trial by a jury.


 


D.                                    If
any term or provision of this Lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term and provision of this Lease shall
be valid and be enforced to the fullest extent permitted by law.


 


E.                                      Failure
on the part of either party to complain of any action or non-action on the part
of the other party, no matter how long the same may continue, shall never be
deemed to be a waiver by either party of any of its rights hereunder.
Acceptance by Landlord of the Base Rent or any other charges paid by Tenant
hereunder shall not be or be deemed to be a waiver by Landlord of any default
by Tenant, whether or not Landlord knows of such default. No waiver at any time
of any of the provisions hereof by either party shall be construed as a waiver
of any of the other provisions hereunder and a waiver at any time of any of the
provisions hereof shall not be construed as a waiver at any subsequent time of
the same provisions.


 


F.                                      Tenant
acknowledges and agrees that the submission of this Lease to Tenant for its
review and consideration shall not and does not constitute an offer to lease
the Premises. Tenant and Landlord understand and agree that there can be no
agreement for the lease 


 


18

















 


of the Premises until all
parties hereto have signed, delivered and accepted this Lease and any Security
Deposit required pursuant to Section 24 has been delivered and
accepted.


 


G.                                     The
captions of the several Sections and Subsections of this Lease and any table of
contents are not a part of the context hereof and shall be ignored in
construing this Lease. They are intended only as aids in locating various
provisions hereof.


 


H.                                    Nothing
contained in this Lease shall be construed so as to confer upon any other party
the rights of a third party beneficiary except the rights contained herein for
the benefit of a mortgagee of the Landlord and except as provided in the following
Subsection (I).


 


I.                                         Except
as expressly otherwise provided herein, the terms, covenants and conditions
hereof shall inure to the benefit of and shall be binding upon Landlord and
Landlord’s successors and assigns and the terms, covenants and indentures
hereof shall inure to the benefit of and shall be binding upon Tenant and
Tenant’s successors, legal representatives, and permitted assigns.


 


J.                                        This
constitutes the entire and complete agreement between the parties with respect
to its subject matter. This Lease has been mutually negotiated by the parties
and no rule of construction shall be implied based upon the presumed
drafter or author of this Lease.


 


K.                                    This
Lease may only be amended by a writing specifically referencing this Subsection 27K
and duly executed by authorized officers for both parties.


 


IN WITNESS WHEREOF, the parties hereto have duly executed this
instrument under seal as of the day and year first above written.


 


	
  IN THE PRESENCE OF:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ illegible     6/7/05

  	
   

  	
   

  	
  Landlord:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AEROSPACE/DEFENSE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ M. Jerry Garfinkle

  
	
   

  	
   

  	
  Name:

  	
  M. Jerry Garfinkle

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary 6/7/05

  
	
   

  	
   

  	
   

  
	
  IN THE PRESENCE OF:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ illegible     6/4/05

  	
   

  	
   

  	
  Tenant:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FORCE PROTECTION INDUSTRIES,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ted M. McQuinn

  
	
   

  	
   

  	
  Name:

  	
  Ted M. McQuinn

  
	
   

  	
   

  	
  Title:

  	
  President 6/4/05

  
								



 


19

















 


	
  IN THE PRESENCE OF:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ illegible     6/4/05

  	
   

  	
   

  	
  FORCE PROTECTION INDUSTRIES,

  
	
   

  	
   

  	
   

  	
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gordon McGilton

  
	
   

  	
   

  	
  Name:

  	
  Gordon McGilton

  
	
   

  	
   

  	
  Title:

  	
  CEO    
  6/4/05

  
							



 


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