**Exhibit 10.2**

 

**LogisticSupport Agreement**

This Agreement (“Agreement”)dated as of the 13 day of June, 2006, between Force Protection Industries, Inc.(“FPI”), and   BAE Systems Land & Armaments, L.P. acting throughits Ground Systems Division (“GSD”).

WHEREAS, GSD has enteredinto contract with the Government for Iraqi Light Armoured Vehicles (“ILAV”)identified as W56HZV-06-D-VB01 (“Prime Contract”); and

WHEREAS, GSD has enteredinto a subcontract with FPI for services, including the furnishing of all Contractorlogistic support under the Prime Contract (“Subcontract”); and

WHEREAS, the partiesdesire to further define their relationship for the provision of contractorlogistic support under the Subcontract and for future contractor logisticsupport for the ILAV’s since FPI is the owner of the ILAV design and isexperienced in providing these services.

NOW, THEREFORE, inaccordance with the premises and mutual covenants contained herein, the partiesagree as follows:

1.                                       Definition

(a)                                Contractorlogistics support shall mean vehicle maintenance to cover routine and non                                                                        routinemaintenance through depot level support; train the trainee “operator/driver’and maintenance training to an “intermediate” or direct support level;provision of spare and repair parts; and manuals (“CLS”).

(b)                               Futurecontracts shall mean any arrangement that GSD or its affiliates enters intoduring the five (5) year period immediately after Prime Contract completion forthe provision of any CLS for the ILAV (Future Contracts)

2.                                       Obligationof the Parties

(a)                                  GSDshall award to FPI under the subcontract all CLS orders it receives under thePrime Contract for the current ILAV’s and any ILAVS ordered under any options.GSD shall provide FPI with all information on, and access to, the BAE vehiclesat its facility or the facilities of others to enable FPI to complete its CLSwork under the Subcontract.

(b)                                 GSDshall forward to FPI any requests it receives for Future Contracts for CLS, inorder for FPI to act as the prime if allowed by the potential customer. In theevent that the potential customer does not allow FPI to be the prime by virtueof GSD’s role as prime contractor under Contract W56HZV-06-D-VB01, then theparties shall proceed as provided herein and GSD shall award the CLS to FPI undera new contract, which terms will be consistent the any orders it receives forCLS under any Future Contracts and the Subcontract at prices mutually agreed toby the parties.

3.                                       Proposaland Marketing Activity

During the term of this Agreement, the parties will work together tojointly prepare proposals for Future Contracts whenever the customer does notallow FPI to be the prime by virtue of GSD’s role as the prime contractor underContract W56HZV-06-D-VB01, per paragraph 2(b), above, and will cooperate asrequired in marketing efforts during and after submission of said proposals.All proposals will be prepared in the English language and, whenever necessary,translated into a foreign language by GSD before being submittedto potential customers. GSD shall keep FPI informed of all of its marketingactivities regarding any proposal submitted or intended to be submitted.

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Subject to prior mutual consent, which consent shall not beunreasonably withheld, the parties may make public to customers and other thirdparties the nature of their relationship under this Agreement.

4.                                       Termination

Except for the obligations of Section 6, 8, 9 and 10 of this Agreement,which shall survive the expiration or early termination hereof, this Agreementwill terminate five (5) years after the completion of the Prime Contract.

5.                                       Expenses

Except for compensation which may be paid to the parties by customerspursuant to the Prime Contract, Subcontract or any Future Contract, each partyshall bear all of its own expenses incurred in connection with this Agreement.

6.                                       Negationof the Formation of a Business Organization

This Agreement shall not constitute, create, or in any way beinterpreted to create a joint venture, partnership, or formal businessorganization of any kind between the parties.

7.                                       Assignment

Neither party may assign nor transfer its interest herein without theprior consent of the other party, provided, however, that either party mayassign this agreement without the consent of the other party to any successorby way of merger, consolidation or the acquisition of substantially all of itsbusiness assets.

8.                                       Disclosureand Protection Information

The parties shallcomply with the confidentiality provisions of the subcontract.

9.                                       ExportControls

Whensoever, under paragraph 2(b), GSD is the primecontractor for CLS, GSD shall be responsible for securing all export licensesand other authorizations required in order for FPI to perform its obligationsunder the subcontract.

10.                                 SpecialU.S. Law

The parties agree to comply fully with the U.S. Foreign CorruptPractices Act and warrant that they are, and will remain, in full compliancewith all applicable laws and regulations of any and all countries related tothe performance of services for the project hereunder. Furthermore, the partieswarrant, covenant and agree that, in the performance of this Agreement and inconnection with the sale of products and services covered by this Agreement theparties have not and will not in the future, directly or indirectly, offer,pay, promise to pay or authorize the payment of any money or offer, give,promise to give, or authorize the giving of anything of value to:

any government official or any political party or official thereof, orany candidate for political office; or

any other person while knowing or having reason to know that all or aportion of such money or thing of value will be offered, given or promiseddirectly or indirectly, to any such official, to any such political party ofofficial thereof, or to any candidate for political office;

for the purposeof:

influencing any action or decision of such official, party or officialthereof, or candidate in his or its official capacity, including a decision tofail to perform his or its official functions, or inducing such official, partyor official thereof, or candidate to use his or its influence with anygovernment

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or instrumentality thereof to effect or influence any act or decisionof such government or instrumentality, in order to assist the parties inobtaining or retaining business for or with or directing business to anyperson.

11.                                 Agreement

This Agreement contains the entire understanding of the parties withrespect to the subject matter hereof, and may not be modified, altered oramended, nor may any provision hereof or right hereunder be waived, except byan instrument in writing signed by the party against which such modification,alteration, amendment or waiver is sought to be enforced. This Agreement shallbe governed by, and construed in accordance with, the laws of New York. Allnotices, demands and other communications hereunder shall be in writing in theEnglish language and delivered to the parties at their respective principalexecutive offices.

12.                                 Disputes —  The parties shall follow the disputesprovisions of the Subcontract.

IN WITNESS WHEREOF, theparties have executed this Agreement as of the date first above written.

**Force Protection Industries, INC.**

 
| By:                                                            |   /s/ Raymond Pollard |   |
|----------------------------------------------------------------|---------------------------------|--------|
|       Raymond Pollard                 |                            |
|       Chief Operating Officer         |                            |
|                                                           |                            |
| Date:                                                          | July 13, 2006                   |   |
|                                                           |                            |
|                                                           |                            |
| BAE Systems Land  & Armaments L.P. Ground Systems Division |                            |
|                                                           |                            |
|   /s/ Kenneth Mettler                                     |                            |
|                                                           |                            |
| By Kenneth  Mettler                                            |                            |
|                                                           |                            |
| Date:                                                          | July 13, 2006                   |   |
|                                                                |                                 |        |  |  |  |  |  |  |

 

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