EX-10.1.9




Exhibit 10.1.9


	 	 	 
	

	 	9th Floor, 855 – 2nd Street SW

Calgary, Alberta T2P 2P2






July 16, 2008




Ceramic Protection Corporation

Attention: Steve Giordanella, Chief Executive Officer

590 Sawgrass Corporate Parkway

Sunrise, Florida

33325





			
	Re:	 	Credit Agreement dated September 21, 2004 between Ceramic Protection Corporation
(the “Borrower”) and Canadian Imperial Bank of Commerce (“CIBC”),
 as amended by the
First Amending Agreement dated May 25, 2006, the Second Amending Agreement dated March
8, 2007, the Third Amending Agreement dated September 12, 2007, the Fourth
Amending Agreement dated November 14, 2007, the Fifth Amending Agreement dated January 4,
2008, the Sixth Amending Agreement dated April 11, 2008, and the Seventh Amending
Agreement dated June 30, 2008, (as amended, the “Credit Agreement”)





Dear Sirs:



CIBC, as Agent under the Credit Agreement, hereby offers to the Borrower to extend certain
deliveries as required in Section 16 of the Credit Agreement. In furtherance of the foregoing, the
Credit Agreement will be amended by:



(a) amending Section 16.1(s) by inserting, after the word “with” in the second line thereof, the
words
“(i) assurances by Great American Group (“GAG”) that there has been no net negative material change to the
value of the Borrower’s inventory since the Daley-Hodkin LLC inventory report dated February 11, 2008, (ii)
the range of values of the Borrower’s inventory based on a net orderly liquidation basis prepared by
GAG, and (iii)”; and



(b) deleting each reference to the date “July 15, 2008” in both Section 16.1(s) and Section 16.1(t)
and replacing them with “July 25, 2008”.



Kindly provide your acceptance of this offer by signing this letter where indicated and either
faxing or emailing us a signed copy at your earliest convenience, but in any event no later than
the close of business on July 16, 2008.



If you require further information, please do not hesitate to contact the writer.




 









 





- 2 -




Regards,




CANADIAN IMPERIAL BANK OF COMMERCE, as Agent




	 	 	 	 	 
	Per:

	 	/s/ Ian MacInnis
	 	 
	 

	 	 	 	 
	Name:

	 	Ian MacInnis	 	 
	Title:

	 	Authorized Signatory	 	 






	 	 	 	 	 
	Per:

	 	/s/ Craig Werbicki
	 	 
	 

	 	 	 	 
	Name:

	 	Craig Werbicki	 	 
	Title:

	 	Authorized Signatory	 	 






Accepted to this 16th day of July, 2008




CERAMIC PROTECTION

CORPORATION




	 	 	 	 	 
	Per:

	 	/s/ Stephen Giordanella
	 	 
	 

	 	 	 	 
	Name:

	 	Stephen Giordanella	 	 
	Title:

	 	Chief Executive Officer	 	 
	 
	 	 	 	 
	Per:

	 	/s/ Larry Moeller	 	 
	 

	 	 	 	 
	Name:

	 	 	 	 
	Title:

	 	 	 	 











 









 











- 3 -




Acknowledged and consented to this 16th day of July, 2008




	 	 	 	 	 	 	 	 	 
	CERAMIC PROTECTION	 	CPC HOLDING CORPORATION OF	 	 
	CORPORATION OF AMERICA	 	AMERICA	 	 
	 
	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Stephen Giordanella
	 	Per:
	 	/s/ Stephen Giordanella
	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella
	 	Name:
	 	Stephen Giordanella	 	 
	Title:

	 	 Chief Executive
Officer
	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Larry Moeller
	 	Per:
	 	/s/ Larry Moeller	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 
	 	Name:
	 	 	 	 
	Title:

	 	 	 	Title:
	 	 	 	 






PROTECTIVE PRODUCTS

INTERNATIONAL CORP.




	 	 	 	 	 
	Per:

	 	/s/ Stephen Giordanella
	 	 
	 

	 	 	 	 
	Name:

	 	Stephen Giordanella	 	 
	Title:

	 	Chief Executive
Officer	 	 
	 
	 	 	 	 
	Per:

	 	/s/ Larry Moeller	 	 
	 

	 	 	 	 
	Name:

	 	 	 	 
	Title: