EXHIBIT
10.1


CERTIFICATE OF CORPORATE SECRETARY


FORCE PROTECTION, INC.


I, the undersigned,
hereby certify that (i) I am the duly appointed secretary of Force Protection
Inc. a Nevada corporation (the “Company”); (ii) I am duly authorized to execute
this Certificate for and on behalf of the Company; and (iii) based upon my
personal knowledge, I confirm that on the dates listed below the Board of
Directors of the Company, granted to several of its employees the following
compensation:




	
  Name of Employee

  	
   

  	
  Number 

  of

  Options

  	
   

  	
  Grant

  Date

  	
   

  	
  Issue 

  Date

  	
   

  	
  Vesting 

  Date

  	
   

  	
  Exercise 

  Price

  	
   

  
	
  Mike Aldrich

  	
   

  	
  125,000

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  Patrick Clucas

  	
   

  	
  1,000

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  Scott Cook

  	
   

  	
  1,000

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  Tim David

  	
   

  	
  7,000

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  Mark Edwards

  	
   

  	
  125,000

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  Murray Hammick

  	
   

  	
  83,333

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  2/1/2007

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  Gordon Hill

  	
   

  	
  15,000

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  Vernon Joynt

  	
   

  	
  83,333

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  Derek Parker

  	
   

  	
  15,000

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  James White

  	
   

  	
  1,000

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  1.50

  	
   

  
	
  Audrey Pounder

  	
   

  	
  2,500

  	
   

  	
  5/20/2006

  	
   

  	
  6/17/2004

  	
   

  	
  6/17/2004

  	
   

  	
  $

  	
  2.40

  	
   

  
	
  Audrey Pounder

  	
   

  	
  4,348

  	
   

  	
  5/20/2006

  	
   

  	
  6/17/2004

  	
   

  	
  6/17/2005

  	
   

  	
  $

  	
  1.38

  	
   

  
	
  Audrey Pounder

  	
   

  	
  1,277

  	
   

  	
  5/20/2006

  	
   

  	
  6/17/2004

  	
   

  	
  6/17/2006

  	
   

  	
  $

  	
  4.70

  	
   

  






 


All vested stock options
granted above can be exercised at any time after vesting and must be exercised
within 90 days from the date of leaving Company employment or they will be
cancelled.


In addition, the
following grants were made during 2006.




	
  Name of Director:

  	
   

  	
  Number of  Shares

  	
   

  
	
  Jack Davis

  	
   

  	
  5,000

  	
   

  
	
  Michael Moody

  	
   

  	
  2,500

  	
   

  






 


In Witness
Whereof, I have executed this Certificate as of the date set forth below:


Date: January 10,
2007


	
  /s/ R. Scott Ervin

  	
   

  
	
   

  
	
  R. Scott Ervin

  
	
  Company Secretary