**Exhibit 10.2**

**SECURITY AGREEMENT**

July 20, 2007

Force Protection, Inc.

9801 Highway 78

Ladson, South Carolina29456

Force Protection Industries, Inc.

9801 Highway 78

Ladson, South Carolina29456

Force Protection Technologies, Inc.

9801 Highway 78

Ladson, South Carolina 29456

(Individually andcollectively, “Debtor”)

Wachovia Bank, National Association

177 Meeting Street, Suite 450

Charleston, South Carolina 29401

(Hereinafterreferred to as the “Bank”)

For value receivedand to secure payment and performance of any and all obligations of Debtor(also referred to collectively herein as “Borrower”) to Bank however created,arising or evidenced, whether direct or indirect, absolute or contingent, nowexisting or hereafter arising or acquired, including swap agreements (asdefined in 11 U.S.C. § 101, as in effect from time to time), future advances,and all costs and expenses incurred by Bank to obtain, preserve, perfect andenforce the security interest granted herein and to maintain, preserve andcollect the property subject to the security interest (collectively, “SecuredObligations”), Debtor hereby grants to Bank a continuing security interest inand lien upon the following described property, whether now owned or hereafteracquired, and any additions, replacements, accessions, or substitutions thereofand all cash and non-cash proceeds and products thereof (collectively, “Collateral”):

All of the personal property and fixtures of Debtor ofevery kind and nature including, without limitation, all accounts, equipment,accessions, fixtures, inventory, chattel paper, instruments, investmentproperty, documents, letter-of-credit rights, deposit accounts and generalintangibles, wherever located.  Theforegoing fixture Collateral is located at or affixed to real property known as9801 Highway 78, Ladson, South Carolina 29456 as recorded at Book S174, Page210, in the real property records of Charleston County, of the State of SouthCarolina, wherein the record owner is Aerospance/Defense, Inc. (a/k/a RMAerospace/Defense, Inc.).

Debtor hereby represents and agrees that:

**OWNERSHIP.**  Debtor owns the Collateral or Debtor willpurchase and acquire rights in the Collateral within ten days of the dateadvances are made under the Loan Documents. If Collateral is being acquired with the proceeds of an advance underthe Loan Documents, Debtor authorizes Bank to disburse proceeds directly to theseller of the Collateral.  The Collateralis free and clear of all liens, security interests, and claims except thosepreviously reported in writing to and approved by Bank, and Debtor will keepthe Collateral free and clear from all liens, security interests and claims,other than those granted to or approved by Bank.

**NAME AND OFFICES; JURISDICTION OF ORGANIZATION.**  Thename and address of Debtor appearing at the beginning of this Agreement areDebtor’s exact legal name and the address of its chief executive office.  There has been no change in the name ofDebtor, or the name under which Debtor conducts business, within the five yearspreceding the date 

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hereof except as previouslyreported in writing to Bank.  Debtor hasnot moved its chief executive office within the five years preceding the datehereof except as previously reported in writing to Bank.  Debtor is organized under the laws of theState of Nevada and has not changed the jurisdiction of its organization withinthe five years preceding the date hereof except as previously reported inwriting to Bank.

**TITLE/TAXES.**  Debtor has good and marketable title to theCollateral and will warrant and defend same against all claims.  Debtor will not transfer, sell, or leaseCollateral (except as permitted herein). Debtor agrees to pay promptly all taxes and assessments when due unlesscontested in good faith through appropriate procedures upon or for the use ofCollateral and on this Security Agreement. At its option, Bank may discharge taxes, liens, security interests orother encumbrances at any time levied or placed on Collateral no sooner than tendays after the Borrowers failure to do so. Debtor agrees to reimburse Bank, on demand, for any such payment made byBank.  Any amounts so paid shall be addedto the Secured Obligations.

**WAIVERS.**  Debtor agrees not to assert against Bank as adefense (legal or equitable), as a set-off, as a counterclaim, or otherwise,any claims Debtor may have against any seller or lessor that provided personalproperty or services relating to any part of the Collateral or against anyother party liable to Bank for all or any part of the Secured Obligations.  Debtor waives all exemptions and homesteadrights with regard to the Collateral. Debtor waives any and all rights to any bond or security which might berequired by applicable law prior to the exercise of any of Bank’s remediesagainst any Collateral.  All rights ofBank and security interests hereunder, and all obligations of Debtor hereunder,shall be absolute and unconditional, not discharged or impaired irrespective of(and regardless of whether Debtor receives any notice of):  (i) any lack of validity or enforceability ofany Loan Document; (ii) any change in the time, manner or place of payment orperformance, or in any term, of all or any of the Secured Obligations or theLoan Documents or any other amendment or waiver of or any consent to any departurefrom any Loan Document unless agreed to in writing by the parties; or (iii) anyexchange, insufficiency, unenforceability, enforcement, release, impairment ornon-perfection of any collateral, or any release of or modifications toor insufficiency, unenforceability or enforcement of the obligations of anyguarantor or other obligor.  To theextent permitted by law, Debtor hereby waives any rights under any valuation,stay, appraisement, extension or redemption laws now existing or which mayhereafter exist and which, but for this provision, might be applicable to anysale or disposition of the Collateral by Bank; and any other circumstance whichmight otherwise constitute a defense available to, or a discharge of any partywith respect to the Secured Obligations.

**NOTIFICATIONS; LOCATION OF COLLATERAL.**  Debtor will notify Bank in writing at least30 days prior to any change in:  (i)Debtor’s chief place of business and/or residence; (ii) Debtor’s name oridentity; (iii) Debtor’s corporate/organizational structure; or (iv) thejurisdiction in which Debtor is organized. In addition, Debtor shall promptly notify Bank of any material claims oralleged claims of any other person or entity to the Collateral or the institutionof any litigation, arbitration, governmental investigation or administrativeproceedings against or affecting the Collateral.  Debtor will keep Collateral at thelocation(s) previously provided to Bank until such time as Bank provideswritten advance consent to a change of location.  Debtor will bear the cost of preparing andfiling any documents necessary to protect Bank’s liens.

**COLLATERAL CONDITION AND LAWFUL USE.**  Debtor represents that the Collateral is ingood repair and condition and that Debtor shall use reasonable care to preventCollateral from being damaged or depreciating, normal wear and tearexcepted.  Debtor shall immediatelynotify Bank of any material loss or damage to Collateral.  Debtor shall not permit any item ofCollateral to become an accession to other property unless such property isalso Collateral hereunder.  Debtorrepresents it is in compliance in all material respects with all laws, rulesand regulations applicable to the Collateral and its properties, operations,business, and finances.

**RISK OF LOSS AND INSURANCE.**  Debtor shall bear all risk of loss withrespect to the Collateral.  The injury toor loss of Collateral, either partial or total, shall not release Debtor frompayment or other performance hereof. Debtor agrees to obtain and keep in force property insurance on theCollateral with a Lender’s Loss Payable Endorsement in favor of Bank andcommercial general liability insurance naming Bank as Additional Insured andsuch other insurance as Bank may require from time to time.

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Such insurance is to be in form and amountssatisfactory to Bank and issued by reputable insurance carriers satisfactory toBank with a Best Insurance Report Key Rating of at least “A-”.  All such policies shall provide to Bank aminimum of 30 days written notice of cancellation.  Debtor shall furnish to Bank such policies,or other evidence of such policies satisfactory to Bank.  IfDebtor fails to obtain or maintain in force such insurance or fails to furnishsuch evidence*,*Bank isauthorized, but not obligated, to purchase any or all insurance or “SingleInterest Insurance” protecting such interest as Bank deems appropriate againstsuch risks and for such coverage and for such amounts, including either theloan amount or value of the Collateral, all at its discretion, and at Debtor’sexpense.  In such event, Debtor agrees toreimburse Bank for the cost of such insurance and Bank may add such cost to theSecured Obligations.  Debtor shall bearthe risk of loss to the extent of any deficiency in the effective insurancecoverage with respect to loss or damage to any of the Collateral.  Debtor hereby assigns to Bank the proceeds ofall property insurance covering the Collateral up to the amount of the SecuredObligations and directs any insurer to make payments directly to Bank.  During the continuance of a Default or theoccurrence of an event that will likely lead to a Default, Debtor herebyappoints Bank its attorney-in-fact, which appointment shall beirrevocable and coupled with an interest for so long as Secured Obligations areunpaid, to file proof of loss and/or any other forms required to collect fromany insurer any amount due from any damage or destruction of Collateral, toagree to and bind Debtor as to the amount of said recovery, to designatepayee(s) of such recovery, to grant releases to insurer, to grant subrogationrights to any insurer, and to endorse any settlement check or draft.  Debtor agrees not to exercise any of theforegoing powers granted to Bank without Bank’s prior written consent.

**FINANCINGSTATEMENTS, CERTIFICATES OF TITLE, POWER OF ATTORNEY.**  No financing statement (other than any filedor approved by Bank) covering any Collateral is on file in any public filingoffice other than Permitted Liens. Debtor authorizes the filing of one or more financing statements coveringthe Collateral in form satisfactory to Bank, and without Debtor’s signaturewhere authorized by law, agrees to deliver certificates of title on which Bank’slien has been indicated covering any Collateral subject to a certificate oftitle statute, and will pay all costs and expenses of filing or applying forthe same or of filing this Security Agreement in all public filing offices,where filing is deemed by Bank to be desirable. Debtor hereby constitutes and appoints Bank the true and lawful attorneyof Debtor with full power of substitution to take any and all appropriateaction and to execute any and all documents, instruments or applications thatmay be necessary or desirable to accomplish the purpose and carry out the termsof this Security Agreement, including, without limitation, to complete,execute, and deliver any Control Agreement(s) by Bank, Debtor and ThirdParty(ies) that may be or become required in connection herewith (individuallyand collectively the “Control Agreement”), and any instructions to ThirdParty(ies) regarding, among other things, control and disposition of anyCollateral which is the subject of such Control Agreement(s).  The foregoing power of attorney is coupledwith an interest and shall be irrevocable until all of the Secured Obligationshave been paid in full.  Neither Bank noranyone acting on its behalf shall be liable for acts, omissions, errors injudgment, or mistakes in fact in such capacity as attorney-in-fact.  Debtor ratifies all acts of Bank asattorney-in-fact.  Debtor agrees to takesuch other actions, at Debtor’s expense, as might be requested for theperfection, continuation and assignment, in whole or in part, of the securityinterests granted herein and to assure and preserve Bank’s intended priorityposition.  If certificates, passbooks, orother documentation or evidence is/are issued or outstanding as to any of theCollateral, Debtor will cause the security interests of Bank to be properlyprotected, including perfection by notation thereon or delivery thereof toBank.

**LANDLORD/MORTGAGEE WAIVERS.**  If requested by Bank, Debtor shall cause eachmortgagee of real property owned by Debtor and each landlord of real propertyleased by Debtor to execute and deliver instruments satisfactory in form andsubstance to Bank by which such mortgagee or landlord subordinates its rights,if any, in the Collateral.

**CONTROL.**  Debtor will cooperate with Bank in obtainingcontrol with respect to Collateral consisting of electronic chattel paper.* *Debtor authorizesand directs Third Party to comply with the terms of this Security Agreement, toenter into a Control Agreement, to mark its records to show the securityinterest of and/or the transfer to Bank of the property pledged hereunder.

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**CHATTEL PAPER, ACCOUNTS, GENERAL INTANGIBLES.**  Debtor warrants that Collateral consisting ofchattel paper, accounts, or general intangibles is (i) genuine and enforceablein accordance with its terms; (ii) not subject to any defense, set-off,claim or counterclaim of a material nature against Debtor except as to whichDebtor has notified Bank in writing; and (iii) not subject to any othercircumstances that would impair the validity, enforceability, value, or amountof such Collateral except as to which Debtor has notified Bank in writing.  Debtor shall not amend, modify or supplementany lease, contract or agreement contained in Collateral or waive any provisiontherein, without prior written consent of Bank.  Debtor will not create anytangible chattel paper without placing a legend on the chattel paper acceptableto Bank indicating that Bank has a security interest in the chattel paper.  Debtor will not create any electronic chattelpaper without taking all steps deemed necessary by Bank to confer control ofthe electronic chattel paper upon Bank in accordance with the UCC.

**ACCOUNT INFORMATION.**  From time to time, at Bank’s request, Debtorshall provide Bank with schedules describing all accounts, including customers’addresses, created or acquired by Debtor and at Bank’s request shall executeand deliver written assignments of contracts and other documents evidencingsuch accounts to Bank.  Together witheach schedule, Debtor shall, if requested by Bank, furnish Bank with copies ofDebtor’s sales journals, invoices, customer purchase orders or the equivalent,and original shipping or delivery receipts for all goods sold, and Debtorwarrants the genuineness thereof.

**ACCOUNT DEBTORS.**  If a Default should occur, Bank shall havethe right to notify the account debtors obligated on any or all of theCollateral to make payment thereof directly to Bank and Bank may take controlof all proceeds of any such Collateral, which rights Bank may exercise at anytime.  The cost of such collection andenforcement, including attorneys’ fees and expenses, shall be borne solely byDebtor whether the same is incurred by Bank or Debtor.  If a Default should occur or upon demand ofBank, Debtor will, upon receipt of all checks, drafts, cash and otherremittances in payment on Collateral, deposit the same in a special bankaccount maintained with Bank, over which Bank also has the power of withdrawal.

If a Default should occur, no discount, credit, orallowance shall be granted by Debtor to any account debtor and no return ofmerchandise shall be accepted by Debtor without Bank’s consent.  Bank may, after Default, settle or adjustdisputes and claims directly with account debtors for amounts and upon termsthat Bank considers advisable, and in such cases Bank will credit the SecuredObligations with the net amounts received by Bank, after deducting all of thereasonable expenses incurred by Bank. Debtor agrees to indemnify and defend Bank and hold it harmless withrespect to any claim or proceeding arising out of any matter related tocollection of Collateral.

**GOVERNMENT CONTRACTS.**  If any Collateral covered hereby arises fromobligations due to Debtor from any governmental unit or organization, Debtorshall immediately notify Bank in writing and execute all documents and take allactions deemed necessary by Bank to ensure recognition by such governmentalunit or organization of the rights of Bank in the Collateral.

**INVENTORY.**  So long as no Default has occurred, Debtorshall have the right in the regular course of business, to process and sellDebtor’s inventory.  If a Default shouldoccur or upon demand of Bank, Debtor will, upon receipt of all checks, drafts,cash and other remittances, in payment of Collateral sold, deposit the same ina special bank account maintained with Bank over which Bank also has the powerof withdrawal.  Debtor agrees to notifyBank immediately in the event that any inventory purchased by or delivered toDebtor is evidenced by a bill of lading, dock warrant, dock receipt, warehousereceipt or other document of title and to deliver such document to Bank uponrequest.

**INSTRUMENTS, CHATTEL PAPER, DOCUMENTS.**  Any Collateral that is, or is evidenced by, instruments, chattel paper or negotiabledocuments will be properly assigned to and the originals of any such Collateralin tangible form deposited with and held by Bank, unless Bank shall hereafterotherwise direct or consent in writing. During the continuance of a Default, Bank may, without notice, before orafter maturity of the Secured Obligations, exercise any or all rights ofcollection, conversion, or exchange and other similar rights, privileges andoptions pertaining to such Collateral, but shall have no duty to do so.

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**COLLATERAL DUTIES.**  Bank shall have no custodial or ministerialduties to perform with respect to Collateral pledged except as set forthherein; and by way of explanation and not by way of limitation, Bank shallincur no liability for any of the following: (i) loss or depreciation of Collateral (unless caused by its willfulmisconduct or gross negligence), (ii) failure to present any paper for paymentor protest, to protest or give notice of nonpayment, or any other notice withrespect to any paper or Collateral.

**TRANSFER OF COLLATERAL.**  Bank may assign its rights in Collateral orany part thereof to any assignee who shall thereupon become vested with all thepowers and rights herein given to Bank with respect to the property sotransferred and delivered, and Bank shall thereafter be forever relieved andfully discharged from any liability with respect to such property so transferred,but with respect to any property not so transferred, Bank shall retain allrights and powers hereby given.

**INSPECTION, BOOKS AND RECORDS.**  Debtor will at all times keep accurate andcomplete records covering each item of Collateral, including the proceedstherefrom.  Bank, or any of its agents,shall have the right, at intervals to be determined by Bank and withouthindrance or delay, at Debtor’s expense, to inspect, audit, and examine theCollateral during normal business hours and to make copies of and extracts fromthe books, records, journals, orders, receipts, correspondence and other datarelating to Collateral, Debtor’s business or any other transaction between theparties hereto.  Debtor will at itsexpense furnish Bank copies thereof upon request.  For the further security of Bank, it isagreed that Bank has and is hereby granted a security interest in all books andrecords of Debtor pertaining to the Collateral.

**COMPLIANCE WITH LAW.**  Debtor will comply in all material respectswith all federal, state and local laws and regulations, applicable to it,including without limitation, laws and regulations relating to the environment,labor or economic sanctions, in the creation, use, operation, manufacture andstorage of the Collateral and the conduct of its business.

**REGULATION U.** None of the proceeds of the credit securedhereby shall be used directly or indirectly for the purpose of purchasing orcarrying any margin stock in violation of any of the provisions of Regulation Uof the Board of Governors of the Federal Reserve System (“Regulation U”), orfor the purpose of reducing or retiring any indebtedness which was originallyincurred to purchase or carry margin stock or for any other purchase whichmight render the Loan a “Purpose Credit” within the meaning of Regulation U.

**CROSS COLLATERALIZATION LIMITATION.**  As to any other existing or future consumerpurpose loan made by Bank to Debtor, within the meaning of the Federal ConsumerCredit Protection Act, Bank expressly waives any security interest grantedherein in Collateral that Debtor uses as a principal dwelling and householdgoods.

**ATTORNEYS’ FEES AND OTHER COSTS OF COLLECTION.**  Debtor shall pay all of Bank’s reasonableexpenses actually incurred in enforcing this Security Agreement and in preservingand liquidating Collateral, including but not limited to, reasonablearbitration, paralegals’, attorneys’ and experts’ fees and expenses, whetherincurred with or without the commencement of a suit, trial, arbitration, oradministrative proceeding, or in any appellate or bankruptcy proceeding.

**DEFAULT.**  If any of the following occurs, a default (“Default”)under this Security Agreement shall exist: **Loan Document Default.**  A default under any Loan Document.  **Collateral Loss orDestruction.**  Any materialloss, theft, substantial damage, or destruction of Collateral not fully coveredby insurance, or as to which insurance proceeds are not remitted to Bank within15 days of the loss recovery and no later than sixty (60) days from the date ofthe loss.  **CollateralSale, Lease or Encumbrance.** Any sale, lease, or encumbrance of any Collateral not specificallypermitted herein without prior written consent of Bank.  **Levy, Seizure orAttachment.**  The making of anylevy, seizure, or attachment on or of Collateral which is not removed within 10days.  **UnauthorizedCollection of Collateral.**  Anyattempt to collect, cash in or otherwise recover deposits that areCollateral.  **Third PartyBreach.**  Any default or breachby a Third Party of any provision contained in any Control Agreement executedin connection with any of the

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Collateral.  **Unauthorized Termination.** Any attempt to terminate, revoke, rescind, modify, or violate the termsof this Security Agreement or any Control Agreement without the prior writtenconsent of Bank.

**REMEDIES ON DEFAULT (INCLUDING POWER OF SALE).**  If a Default occurs Bank shall have all therights and remedies of a secured party under the Uniform Commercial Code.  Without limitation thereto, Bank shall havethe following rights and remedies:  (i)to take immediate possession of Collateral, without notice or resort to legalprocess, and for such purpose, to enter upon any premises on which Collateralor any part thereof may be situated and to remove the same therefrom, or, atits option, to render Collateral unusable or dispose of said Collateral onDebtor’s premises; (ii) to require Debtor to assemble the Collateral and makeit available to Bank at a place to be designated by Bank; (iii) to exercise itsor its affiliate’s right of set-off or Bank lien as to any monies ofDebtor deposited in deposit accounts and investment accounts of any naturemaintained by Debtor with Bank or affiliates of Bank, without advance notice,regardless of whether such accounts are general or special; (iv) to dispose ofCollateral, as a unit or in parcels, separately or with any real propertyinterests also securing the Secured Obligations, in any county or place to beselected by Bank, at either private or public sale (at which public sale Bankmay be the purchaser) with or without having the Collateral physically presentat said sale*.*

Any notice of sale, disposition or other action byBank required by law and sent to Debtor at Debtor’s address shown above, or atsuch other address of Debtor as may from time to time be shown on the recordsof Bank, at least 10 days prior to such action, shall constitute reasonablenotice to Debtor.  Notice shall be deemedgiven or sent when mailed postage prepaid to Debtor’s address as providedherein.  Bank shall be entitled to applythe proceeds of any sale or other disposition of the Collateral, and thepayments received by Bank with respect to any of the Collateral, to SecuredObligations in such order and manner as Bank may determine.  Collateral that is subject to rapid declinesin value and is customarily sold in recognized markets may be disposed of byBank in a recognized market for such collateral without providing notice ofsale.  Debtor waives any and allrequirements that the Bank sell or dispose of all or any part of the Collateralat any particular time, regardless of whether Debtor has requested such sale ordisposition.

**REMEDIES ARE CUMULATIVE.**  No failure on the part of Bank to exercise,and no delay in exercising, any right, power or remedy hereunder shall operateas a waiver thereof, nor shall any single or partial exercise by Bank or anyright, power or remedy hereunder preclude any other or further exercise thereofor the exercise of any right, power or remedy. The remedies herein provided are cumulative and are not exclusive of anyremedies provided by law, in equity, or in other Loan Documents.

**INDEMNIFICATION**.  Debtor shall protect, indemnify and saveharmless Bank from and against all losses, liabilities, obligations,claims, damages, penalties, fines, causes of action, costs and expenses(including, without limitation, reasonable attorneys’ fees and expenses) (collectively,“Damages”) imposed upon, incurred by or asserted or assessed against Bankon account of or in connection with (i) the Loan Documents or any failure oralleged failure of Debtor to comply with any of the terms of, or the inaccuracyor breach of any representation in, the Loan Documents, (ii) the Collateral orany claim of loss or damage to the Collateral or any injury or claim of injuryto, or death of, any person or property that may be occasioned by any causewhatsoever pertaining to the Collateral or the use, occupancy or operationthereof, (iii) any failure or alleged failure of Debtor to comply with any law,rule or regulation applicable to it or to the Collateral or the use, occupancyor operation of the Collateral (including, without limitation, the failure topay any taxes, fees or other charges), (iv) any Damages whatsoever by reason ofany alleged action, obligation or undertaking of Bank relating in any way to orany matter contemplated by the Loan Documents, or (v) any claim for brokeragefees or such other commissions relating to the Collateral or any other SecuredObligations.  Nothing contained hereinshall require Debtor to indemnify Bank for any Damages resulting from Bank’sgross negligence or its willful misconduct, and such indemnity shall beeffective only to the extent of any Damages that may be sustained by Bank inexcess of any net proceeds received by it from any insurance of Debtor (otherthan self-insurance) with respect to such Damages.  The indemnity provided for herein shallsurvive payment of the Secured Obligations and shall extend to the officers,directors, employees and duly authorized agents of Bank.  In the event Bank incurs any Damages arisingout of or in any way relating to the transaction contemplated by the LoanDocuments 

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(including any of the matters referred to in thissection), the amounts of such Damages shall be added to the SecuredObligations, shall bear interest, to the extent permitted by law, at theinterest rate borne by the Secured Obligations from the date incurred untilpaid and shall be payable on demand.

**MISCELLANEOUS.**  (i) **Amendments and Waivers.**  No waiver, amendment or modification of anyprovision of this Security Agreement shall be valid unless in writing andsigned by Debtor and an officer of Bank. No waiver by Bank of any Default shall operate as a waiver of any otherDefault or of the same Default on a future occasion.  (ii) **Assignment.**  All rights of Bank hereunder are freelyassignable, in whole or in part, and shall inure to the benefit of and beenforceable by Bank, its successors, assigns and affiliates.  Debtor shall not assign its rights andinterest hereunder without the prior written consent of Bank, and any attemptby Debtor to assign without Bank’s prior written consent is null and void.  Any assignment shall not release Debtor fromthe Secured Obligations.  This SecurityAgreement shall be binding upon Debtor, and the heirs, personalrepresentatives, successors, and assigns of Debtor.  (iii) **Applicable Law; ConflictBetween Documents.**  ThisSecurity Agreement shall be governed by and construed under the law of thejurisdiction named in the address of the Bank shown on the first page hereofwithout regard to that Jurisdiction’s conflict of laws principles, except tothe extent that the UCC requires the application of the law of a differentjurisdiction. If any terms of this Security Agreement conflict with the termsof any commitment letter or loan proposal, the terms of this Security Agreementshall control.  (iv) **Jurisdiction.**  Debtor irrevocably agrees to non-exclusivepersonal jurisdiction in the state identified as the Jurisdiction above.  (v) **Severability.**  If any provision of this Security Agreementshall be prohibited by or invalid under applicable law, such provision shall beineffective but only to the extent of such prohibition or invalidity, withoutinvalidating the remainder of such provision or the remaining provisions ofthis Security Agreement.  (vi) **Payments.** All payments to be mailed shall be mailed to Commercial Loan Services,P. O. Box 740502, Atlanta, GA 30374-0502; or such other address as provided byBank in writing.  (vii) **Notices.**  Any noticesto Debtor shall be sufficiently given, if in writing and mailed or delivered tothe address of Debtor shown above or such other address as provided hereunder;and to Bank, if in writing and mailed or delivered to Wachovia Bank, NationalAssociation, Mail Code VA7628, P. O. Box 13327, Roanoke, VA 24040 or WachoviaBank, National Association, Mail Code VA7628, 10 South Jefferson Street,Roanoke, VA 24011 or such other address as Bank may specify in writing fromtime to time.  Notices to Bank mustinclude the mail code.  In the event thatDebtor changes Debtor’s mailing address at any time prior to the date theSecured Obligations are paid in full, Debtor agrees to promptly give writtennotice of said change of address by registered or certified mail, returnreceipt requested, all charges prepaid. (viii) **Captions.**  The captions contained herein are insertedfor convenience only and shall not affect the meaning or interpretation of thisSecurity Agreement or any provision hereof. The use of the plural shall also mean the singular, and vice versa.  (ix) **Joint and SeveralLiability.**  If more than oneparty has signed this Security Agreement, such parties are jointly andseverally obligated hereunder.  (x) **Binding Contract.** Debtor by execution and Bank by acceptance of this Security Agreement,agree that each party is bound by all terms and provisions of this SecurityAgreement.  (xi) **Final Agreement. **This Agreement and the other Loan Documents represent thefinal agreement between the parties and may not be contradicted by evidence ofprior, contemporaneous or subsequent agreements of the parties.  There are no unwritten agreements between theparties.

**DEFINITIONS.**  **Loan Documents.**  The term “Loan Documents” refers to alldocuments, including this Agreement, whether now or hereafter existing,executed in connection with or related to the Secured Obligations, and mayinclude, without limitation and whether executed by Debtor or others,commitment letters that survive closing, loan agreements, promissory notes,guaranty agreements, deposit or other similar agreements, other securityagreements, letters of credit and applications for letters of credit, securityinstruments, financing statements, mortgage instruments, any renewals ormodifications, whenever any of the foregoing are executed, but does not includeswap agreements (as defined in 11 U.S.C. § 101, as in effect from time totime).  **ThirdParty.**  The term “Third Party”means any Broker, Collateral Agent, Securities Intermediary and/or bank whichfrom time to time maintains a securities account, and is acting in suchcapacity, for Debtor or maintains a deposit account for Debtor with respect toany part of the Collateral.  **UCC.**  “UCC”means the Uniform Commercial Code as presently and hereafter enacted in theJurisdiction.  **Terms defined in the UCC.** Any term used in this Agreement and in any financing statement filed inconnection herewith which is defined in the UCC and not otherwise defined inthis Agreement or any other Loan Document has the meaning given to the term inthe UCC.

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**INWITNESS WHEREOF**, Debtor, on the day and year first writtenabove, has caused this Security Agreement to be duly executed under seal.
|           | **Debtor**                                                             |
|-----------|------------------------------------------------------------------------|
|      | Force Protection, Inc.                                                 |
|      |                                                                   |
|      |                                                                   |
| CORPORATE | By:                                                                    | /s/ Michael S. Durski |   |
| SEAL      |                                                                   |   |
|      | Name: Michael S. Durski, Title: Chief Financial  Officer and Treasurer |

 
|                                              |   |
|----------------------------------------------|--------|
| Signed, sealed and delivered in presence of: |   |
|                                         |   |
|                                         |   |
| Witness                                      |   |
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| Address                                      |   |
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| Witness                                      |   |
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| Address                                      |   |

 
|           | Force Protection Industries,  Inc.                                     |
|-----------|------------------------------------------------------------------------|
|      |                                                                   |   |
|      |                                                                   |   |
| CORPORATE | By:                                                                    | /s/  Michael S. Durski |   |
| SEAL      |                                                                   |   |
|      | Name: Michael S. Durski, Title: Chief Financial  Officer and Treasurer |
|      |                                                                   |

 
| Signed, sealed and delivered in presence of: |   |
|----------------------------------------------|--------|
|                                         |   |
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| Witness                                      |   |
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| Address                                      |   |
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| Witness                                      |   |
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| Address                                      |   |

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|           | Force Protection Technologies,  Inc.                                   |
|-----------|------------------------------------------------------------------------|
|      |                                                                   |   |
|      |                                                                   |   |
| CORPORATE | By:                                                                    | /s/ Michael S. Durski |   |
| SEAL      |                                                                   |   |
|      | Name: Michael S. Durski, Title: Chief Financial  Officer and Treasurer |
|      |                                                                   |

 
| Signed, sealed and delivered in presence of: |   |
|----------------------------------------------|--------|
|                                         |   |
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| Witness                                      |   |
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| Address                                      |   |
|                                         |   |
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| Witness                                      |   |
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|                                         |   |
| Address                                      |   |

 

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