**Exhibit 10.3**

**PROMISSORY NOTE**

$50,000,000.00

July 20, 2007

Force Protection Industries, Inc.

9801 Highway 78

Ladson, South Carolina29456

Force Protection, Inc.

9801 Highway 78

Ladson, South Carolina29456

Force Protection Technologies, Inc.

9801 Highway 78

Ladson, South Carolina 29456

(Individually and collectively, “Borrower”)

Wachovia Bank, National Association

177 Meeting Street, Suite 450

Charleston, South Carolina 29401

(Hereinafter referred to as the “Bank”)

Borrowerpromises to pay to the order of Bank, in lawful money of the United States ofAmerica by debiting a direct deposit account as herein provided, the sum of Fifty Million and No/100 Dollars ($50,000,000.00) or such sum as may be advanced and outstandingfrom time to time, with interest on the unpaid principal balance at the rateand on the terms provided in this Promissory Note (including all renewals,extensions or modifications hereof, this “Note”).

**LOANAGREEMENT.**  This Noteis subject to the provisions of that certain Loan Agreement between Bank andBorrower of even date herewith, as modified from time to time.

**LINE OF CREDIT.**  Borrower may borrow, repay and reborrow, and,upon the request of Borrower, Bank shall advance and readvance under this Notefrom time to time until the maturity hereof (each an “Advance” and together the“Advances”), so long as the total principal balance outstanding****under this****Note at anyone time does not exceed the principal amount stated on the face of this****Note, subject to the limitations described in any loan agreementto which this Note is subject.  Bank’sobligation to make Advances under this****Note shallterminate if Borrower is in Default. As of the date of each proposed Advance,Borrower shall be deemed to represent that each representation made in the LoanDocuments is true as of such date, except to the extent of changes in theordinary course of business that singly or in the aggregate are not materiallyadverse and to the extent such representations and warranties expressly relateto an earlier date.

If Borrower subscribes to Bank’s cash management services and suchservices are applicable to this line of credit, the terms of such service shallcontrol the manner in which funds are transferred between the applicable demanddeposit account and the line of credit for credit or debit to the line ofcredit.

**USE OFPROCEEDS.**  Borrowershall use the proceeds of the loan(s) evidenced by this Note for the commercialpurposes of Borrower, as follows:  bridgefacility for working capital to be repaid with delayed collection of Departmentof Defense accounts receivable, proceeds of secondary stock offering orrefinancing.

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**SECURITY.**  Borrower has granted Bank a security interest in thecollateral described in the Loan Documents, including, but not limited to,personal property collateral described in that certain Security Agreement ofeven date herewith.

**INTEREST RATE.**  Interest shall accrue on the unpaid principalbalance of this Note from the date hereof at the LIBOR Market Index Rate plus2.00%, as that rate may change from day to day in accordance with changes inthe LIBOR Market Index Rate (“Interest Rate”). “LIBOR Market Index Rate”, for any day, means the rate for 1 month U.S.dollar deposits as reported on Telerate Successor Page 3750 as of 11:00 a.m.,London time, on such day, or if such day is not a London business day, then theimmediately preceding London business day (or if not so reported, then asdetermined by Bank from another recognized source or interbank quotation).

**DEFAULT RATE.**  In addition to all other rights contained inthis Note, if a Default (as defined herein) occurs and as long as a Defaultcontinues, all outstanding Obligations, other than Obligations under anyswap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time)between Borrower and Bank or its affiliates,shall bear interest at the Interest Rate plus 2% (“Default Rate”).  The Default Rate shall also apply fromacceleration****until the Obligations or anyjudgment thereon is paid in full.

**INTEREST AND FEE(S) COMPUTATION (ACTUAL/360).**  Interestand fees, if any, shall be computed on the basis of a 360-day year for theactual number of days in the applicable period (“Actual/360 Computation”).  The Actual/360 Computation determines theannual effective yield by taking the stated (nominal) rate for a year’s periodand then dividing said rate by 360 to determine the daily periodic rate to beapplied for each day in the applicable period. Application of the Actual/360 Computation produces an annualizedeffective interest rate exceeding the nominal rate.

**REPAYMENTTERMS.**  This Note shall be due and  payable in consecutive monthly payments of accrued interest only, commencing onAugust 31, 2007, and continuing onthe same day of each month thereafter until fully paid.  In any event, all principal and accruedinterest shall be due and payable on September 30, 2007, unless renewed inwriting by Bank in its sole discretion.

**AUTOMATICDEBIT OF CHECKING ACCOUNT FOR LOAN PAYMENT**.  Borrowerauthorizes Bank to debit demand deposit account number 2000028274719 or anyother account with Bank****(routingnumber 053207766) designated in writing by Borrower, beginning August 31, 2007for any payments due under this Note. Borrower further certifies that Borrower holds legitimate ownership ofthis account and preauthorizes this periodic debit as part of its right undersaid ownership.

**APPLICATION OF PAYMENTS.**  Monies received by Bank from anysource for application toward payment of the Obligations shall be applied toaccrued interest and then to principal. If a Default occurs, moniesmay be applied to the Obligations in any manner or order deemed appropriate byBank.

If any payment received by Bank under this Note or other Loan Documentsis rescinded, avoided or for any reason returned by Bank because of any adverseclaim or threatened action, the returned payment shall remain payable as anobligation of all persons liable under this Note or other Loan Documents asthough such payment had not been made.

**DEFINITIONS.  Loan Documents.**  The term “LoanDocuments”, as used in this Note and the other Loan Documents, refers to alldocuments executed in connection with or related to the loan evidenced by thisNote and any prior notes which evidence all or any portion of the loanevidenced by this Note, and any letters of credit issued pursuant to any loanagreement to which this Note is subject, any applications for such letters ofcredit and any other documents executed in connection therewith or relatedthereto,**and may include, without limitation, acommitment letter that survives closing, a loan agreement, this Note, guarantyagreements, security agreements, security instruments, financing statements,mortgage instruments, any renewals or modifications, whenever any of theforegoing are executed, but does not include swap agreements (as defined in 11U.S.C. § 101, as in effect from time to time). **Obligations.**  The term “Obligations”, as used in this Noteand the other Loan Documents, refers to any and all indebtedness and otherobligations under this Note, all other obligations under any other Loan

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Document(s), and all obligations under any swap agreements (as defined in11 U.S.C. § 101, as in effect from time to time) between Borrower andBank, or its affiliates, wheneverexecuted.  **CertainOther Terms.**  All terms thatare used but not otherwise defined in any of the Loan Documents shall have thedefinitions provided in the Uniform Commercial Code.

**LATE CHARGE.**  If any payments are not timely made, Borrowershall also pay to Bank a late charge equal to 5% of each payment pastdue for 15 or more days.  This latecharge shall not apply to payments due at maturity or by acceleration hereof,unless such late payment is in an amount not greater than the highest periodicpayment due hereunder.

Acceptance by Bank of any late payment without an accompanying latecharge shall not be deemed a waiver of Bank’s right to collect such late chargeor to collect a late charge for any subsequent late payment received.

**ATTORNEYS’ FEES AND OTHER COLLECTION COSTS.**  Borrowershall pay all of Bank’s reasonable expenses actually incurred to enforce or collect any of theObligations including, without limitation, reasonable arbitration, paralegals’,attorneys’ and experts’ fees and expenses, whether incurred without thecommencement of a suit, in any trial, arbitration, or administrativeproceeding, or in any appellate or bankruptcy proceeding.

**USURY.**  If at any time the effective interest rateunder this Note would, but for this paragraph, exceed the maximum lawful rate,the effective interest rate under this Note shall be the maximum lawful rate,and any amount received by Bank in excess of such rate shall be applied toprincipal and then to fees and expenses, or, if no such amounts are owing,returned to Borrower.

**DEFAULT.**  If any of the following occurs, a default (“Default”)under this Note shall exist:  **Nonpayment; Nonperformance.** The failure of timely payment or performance of the Obligations orDefault under this Note or any other Loan Documents within three (3) days ofdue date thereof.  **FalseWarranty.**  A warranty orrepresentation made or deemed made in the Loan Documents or furnished Bank inconnection with the loan evidenced by this Note proves materially false, or ifof a continuing nature, becomes materially false.  **Cross Default.**  At Bank’s option, any default in payment orperformance of any obligation under any other loans, contracts or agreements ofBorrower, any Subsidiary or Affiliate of Borrower, any general partner of orthe holder(s) of the majority ownership interests of Borrower with Bank or itsaffiliates (“Affiliate” shall have the meaning as defined in 11 U.S.C. § 101,as in effect from time to time, except that the term “Borrower” shall besubstituted for the term “Debtor” therein; “Subsidiary” shall mean any businessin which Borrower holds, directly or indirectly, a controlling interest).  **Cessation; Bankruptcy.**  The death of, appointment of a guardian for,dissolution of, termination of existence of, loss of good standing status by,appointment of a receiver for, assignment for the benefit of creditors of, orcommencement of any bankruptcy or insolvency proceeding by or against Borrower,its Subsidiaries or Affiliates, if any, or any general partner of or theholder(s) of the majority ownership interests of Borrower, or any party to theLoan Documents.**  Material Capital Structure or BusinessAlteration.**  Without prior written consent of Bank, (i) amaterial alteration in the kind or type of Borrower’s business or that ofBorrower’s Subsidiaries or Affiliates, if any; (ii) the sale of substantiallyall of the business or assets of Borrower, any of Borrower’s Subsidiaries orAffiliates or any guarantor, or a material portion (10% or more) of suchbusiness or assets if such a sale is outside the ordinary course of business ofBorrower, or any of Borrower’s Subsidiaries or Affiliates or any guarantor, ormore than 50% of the outstanding stock or voting power of or in any such entityin a single transaction or a series of transactions; (iii) the acquisition ofsubstantially all of the business or assets or more than 50% of the outstanding stock or voting power of anyother entity; or (iv) should any Borrower or any of Borrower’s Subsidiaries orAffiliates or any guarantor enter into any merger or consolidation.**  MaterialAdverse Change. **Bankdetermines in good faith, in its sole discretion, that the prospects forpayment or performance of the Obligations are impaired or there has occurred amaterial adverse change in the business or prospects of Borrower, financial orotherwise.

**REMEDIESUPON DEFAULT.**  If aDefault occurs under this Note or any Loan Documents, Bank may at any timethereafter, take the following actions:  **Bank Lien.**  Foreclose its security interest or lienagainst

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Borrower’s depositaccounts and investment property without notice.  **Acceleration Upon Default.**  Accelerate the maturity of this Note and, atBank’s option, any or all other Obligations, other than Obligations under anyswap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time)between Borrower and Bank, or its affiliates, which shall be due in accordancewith and governed by the provisions of said swap agreements; whereupon thisNote and the accelerated Obligations shall be immediately due and payable;provided, however, if the Default is based upon a bankruptcy or insolvencyproceeding commenced by or against Borrower or any guarantor or endorser ofthis Note, all Obligations (other than Obligations under any swap agreement asreferenced above) shall automatically and immediately be due and payable.  **Cumulative.**  Exercise any rights and remedies as providedunder the Note and other Loan Documents, or as provided by law or equity.

**FINANCIAL AND OTHER INFORMATION.**  Borrowershall deliver to Bank such information as Bank may reasonably request from timeto time, including without limitation, financial statements and informationpertaining to Borrower’s financial condition. Such information shall be true, complete, and accurate.

**WAIVERS AND AMENDMENTS.**  No waivers, amendments ormodifications of this Note and other Loan Documents shall be valid unless inwriting and signed by an officer of Bank. No waiver by Bank of any Default  shall operate as a waiver of any other Default or the same Default on afuture occasion.  Neither the failure norany delay on the part of Bank in exercising any right, power, or remedy underthis Note and other Loan Documents shall operate as a waiver thereof, nor shalla single or partial exercise thereof preclude any other or further exercisethereof or the exercise of any other right, power or remedy.

Except to theextent otherwise provided by the Loan Documents or prohibited by law, eachBorrower and each other person liable under this Note waives presentment,protest, notice of dishonor, demandfor payment, notice of intention toaccelerate maturity, notice of acceleration of maturity, notice of sale and allother notices of any kind.  Further, eachagrees that Bank may (i) extend,modify or renew this Note or make a novation of the loan evidenced bythis Note, and/or (ii) grant releases, compromises or indulgences with respectto any collateral securing this Note, or with respect to any Borrower or otherperson liable under this Note or any other Loan Documents, all without noticeto or consent of each Borrower and other such person, and without affecting theliability of each Borrower and other such person; provided, Bank may notextend, modify or renew this Note or make a novation of the loan evidenced bythis Note without the consent of the Borrower, or if there is more than oneBorrower, without the consent of at least one Borrower; and further provided,if there is more than one Borrower, Bank may not enter into a modification ofthis Note which increases the burdens of a Borrower without the consent of thatBorrower.

**MISCELLANEOUSPROVISIONS.  Assignment.**  This Noteand the other Loan Documents shall inure to the benefit of and be binding uponthe parties and their respective heirs, legal representatives, successors andassigns.  Bank’s interests in and rightsunder this Note and the other Loan Documents are freely assignable, in whole orin part, by Bank.  In addition, nothingin this Note or any of the other Loan Documents shall prohibit Bank frompledging or assigning this Note or any of the other Loan Documents or anyinterest therein to any Federal Reserve Bank. Borrower shall not assign its rights and interest hereunder without theprior written consent of Bank, and any attempt by Borrower to assign withoutBank’s prior written consent is null and void. Any assignment shall not release Borrower from the Obligations.  **Applicable Law; Conflict BetweenDocuments.**  This Note and, unless otherwise provided inany other Loan Document, the other Loan Documents shall be governed by and interpretedthe laws of the state named in Bank’saddress on the first page hereofwithout regard to that state’s conflict of laws principles.  If the terms of this Note should conflictwith the terms of any loan agreement or any commitment letter that survivesclosing, the terms of this Note shall control. **Borrower’s Accounts.**  Except as prohibited by law, Borrower grantsBank a security interest in all of Borrower’s depositaccounts and investment property withBank and any of its affiliates.  **Swap Agreements.**  Allswap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time), if any, between Borrower andBank or its affiliates are independent agreements governed by the writtenprovisions of said swap agreements, which will remain in full force and effect,unaffected by any repayment, prepayment, acceleration, reduction, increase orchange in the terms of this Note, except as otherwise expressly provided insaid written swap agreements, and any payoff statement from Bank relating tothis Note shall not apply to said swap

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agreementsexcept as otherwise expressly provided in such payoff statement.  **Jurisdiction.**  Borrowerirrevocably agrees to non-exclusive personal jurisdiction in the stateidentified as the Jurisdiction above.  **Severability.**  If any provision of this Note or of the otherLoan Documents shall be prohibited or invalid under applicable law, suchprovision shall be ineffective but only to the extent of such prohibition orinvalidity, without invalidating the remainder of such provision or theremaining provisions of this Note or other such document.  **Payments.**  All payments if paid by check or othernegotiable instrument shall be mailed to Bank at Commercial Loan Services, P.O. Box 740502, Atlanta, GA 30374-0502; or other such address as provided byBank in writing.  **Notices.**  Any notices to Borrower shall be sufficientlygiven, if in writing and mailed or delivered to the Borrower’s address shownabove or such other address as provided hereunder, and to Bank, if in writingand mailed or delivered to Wachovia Bank, National Association, MailCode VA7628, P. O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, NationalAssociation, Mail Code VA7628, 10 South Jefferson Street, Roanoke, VA 24011 or such other address as Bank may specify inwriting from time to time.  Noticesto Bank must include the mail code.  In the event that Borrower changes Borrower’saddress at any time prior to the date the Obligations are paid in full,Borrower agrees to promptly give written notice of said change of address byregistered or certified mail, return receipt requested, all chargesprepaid.  **Plural;Captions.**  All references inthe Loan Documents to Borrower, guarantor, person, document or other nouns ofreference mean both the singular and plural form, as the case may be, and theterm “person” shall mean any individual, person or entity.  The captions contained in the Loan Documentsare inserted for convenience only and shall not affect the meaning orinterpretation of the Loan Documents.  **Advances.**  Bank may,in its sole discretion, make other advances which shall be deemed to beadvances under this Note, even though the stated principal amount of this Notemay be exceeded as a result thereof.  **Posting of Payments.** All payments received by check or other negotiable instrument, if any,during normal banking hours after 2:00 p.m. local time at the office ofBank first shown above shall be deemed received at the opening of the nextbanking day.  **Joint andSeveral Obligations.**  Ifthere is more than one Borrower, each is jointly and severally obligatedtogether with all other parties obligated for the Obligations.  **Fees and Taxes.** Borrower shall promptly pay all documentary, intangible recordationand/or similar taxes on this transaction whether assessed at closing or arisingfrom time to time.  **LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES.**EACHOF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANYJUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSYBETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITHTHIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEENOR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NOEVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1)INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARYDAMAGES.   EACH OF THE PARTIES HEREBYEXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAYHAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING,CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION,JUDICIALLY OR OTHERWISE.  **Patriot Act Notice. **To help fight the funding of terrorism and money launderingactivities, Federal law requires all financial institutions to obtain, verify,and record information that identifies each person who opens an account.  For purposes of this section, account shallbe understood to include loan accounts.  **Final Agreement. **This Note and the other Loan Documents represent the finalagreement between the parties and may not be contradicted by evidence of prior,contemporaneous or subsequent agreements of the parties.  There are no unwritten agreements between theparties.

**WAIVER OF JURY TRIAL.**  TO THE EXTENT PERMITTED BYAPPLICABLE LAW, EACH OF**BORROWER**BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF,KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO ATRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER ORIN CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATEDTO BE EXECUTED IN CONNECTION WITH THIS**NOTE, OR ANYCOURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) ORACTIONS OF ANY PARTY WITH RESPECT HERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT TOBANK TO ACCEPT THIS**NOTE*.*  EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE ANDREPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE

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PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT ORAGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED,SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS NOTE.

**[SIGNATURE PAGE ATTACHED]**

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**IN WITNESS WHEREOF**,Borrower, on the day and year first above written, has caused this Note to be duly executed under seal.
|        | Force Protection  Industries, Inc.                                     |
|--------|------------------------------------------------------------------------|
|   |                                                                   |
|   |                                                                   |
|   | By:                                                                    | /s/ Michael S.  Durski | (SEAL) |
|   |                                                                   |
|   | Name: Michael S.  Durski, Title: Chief Financial Officer and Treasurer |
|   |                                                                   |
|   | Force  Protection, Inc.                                                |
|   |                                                                   |
|   |                                                                   |
|   | By:                                                                    | /s/ Michael S.  Durski | (SEAL) |
|   |                                                                   |
|   | Name: Michael S.  Durski, Title: Chief Financial Officer and Treasurer |
|   |                                                                   |
|   |                                                                   |
|   | Force Protection  Technologies, Inc.                                   |
|   |                                                                   |
|   |                                                                   |
|   | By:                                                                    | /s/ Michael S.  Durski | (SEAL) |
|   |                                                                   |
|   | Name: Michael S.  Durski, Title: Chief Financial Officer and Treasurer |

 

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