**Exhibit 10.1**

**LOAN AGREEMENT**

Wachovia Bank, NationalAssociation

177 Meeting Street, Suite450

Charleston, SouthCarolina 29401

(Hereinafter referred to as the“Bank”)

Force Protection, Inc.

9801 Highway 78

Ladson, South Carolina29456

Force Protection Industries,Inc.

9801 Highway 78

Ladson, South Carolina29456

Force ProtectionTechnologies, Inc.

9801 Highway 78

Ladson, South Carolina29456

(Individually and collectively,“Borrower”)

This LoanAgreement (“Agreement”) is entered into July 20, 2007, by and between Bank andBorrower.

This Agreement applies to the loan or loans (individually andcollectively, the “Loan”) evidenced by one or more promissory notes dated July20, 2007 or other notes subject hereto, as modified from time to time (whetherone or more, the “Note”) and all Loan Documents.  The terms “Loan Documents” and “Obligations,”as used in this Agreement, are defined in the Note.

Relying upon the covenants, agreements, representations andwarranties contained in this Agreement, Bank is willing to extend credit toBorrower upon the terms and subject to the conditions set forth herein, andBank and Borrower agree as follows:

**REPRESENTATIONS.**  Borrower represents that from the date ofthis Agreement and until final payment in full of the Obligations:  **Accurate Information.**  All information now and hereafter furnishedto Bank is and will be true, correct and complete in all materialrespects.  Any such information relatingto Borrower’s financial condition will accurately reflect Borrower’s financialcondition as of the date(s) thereof, (including all contingent liabilities ofevery type), and Borrower further represents that its financial condition hasnot changed materially or adversely since the date(s) of such documents.  **Authorization;Non-Contravention.**  Theexecution, delivery and performance by Borrower and any guarantor, asapplicable, of this Agreement and other Loan Documents to which it is a partyare within its power, have been duly authorized as may be required and, ifnecessary, by making appropriate filings with any governmental agency or unitand are the legal, binding, valid and enforceable obligations of Borrower andany guarantors; and do not (i) contravene, or constitute (with or without thegiving of notice or lapse of time or both) a violation of any provision ofapplicable law, a violation of the organizational documents of Borrower or anyguarantor, or a material default under any agreement, judgment, injunction,order, decree or other instrument binding upon or affecting Borrower or anyguarantor, (ii) result in the creation or imposition of any lien (other thanthe lien(s) created by the Loan Documents) on any of Borrower’s or anyguarantor’s assets, or (iii) give cause for the acceleration of any obligationsof Borrower or any guarantor to any other creditor.  **Asset Ownership.**  Borrower has good and marketable title to allof the properties and assets reflected on the balance sheets and financialstatements supplied Bank by Borrower, and all such properties and assets arefree and clear of mortgages, security deeds, pledges, liens, charges, and allother encumbrances, except as otherwise disclosed to Bank by Borrower inwriting and approved by Bank (“Permitted Liens”).  To Borrower’s knowledge, no default hasoccurred under any Permitted Liens and no claims or interests adverse toBorrower’s present rights in its properties and assets have arisen.  **Discharge of Liens andTaxes.**  Borrower has dulyfiled, paid and/or discharged all taxes or other claims that may become a lienon any of its property or assets, except to the extent that

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such items arebeing appropriately contested in good faith and an adequate reserve for thepayment thereof is being maintained.  **Sufficiency of Capital.** Borrower is not, and after consummation of this Agreement and aftergiving effect to all indebtedness incurred and liens created by Borrower inconnection with the Note and any other Loan Documents, will not be, insolventwithin the meaning of 11 U.S.C. § 101, as in effect from time to time.  **Compliance with Laws.**  Borrower and any subsidiary and affiliate ofBorrower and any guarantor are in compliance in all material respects with allfederal, state and local laws, rules and regulations applicable to itsproperties, operations, business, and finances, including, without limitation,any federal or state laws relating to liquor (including 18 U.S.C. § 3617, etseq.) or narcotics (including 21 U.S.C. § 801, et seq.) and/or any commercialcrimes; all applicable federal, state and local laws and regulations intendedto protect the environment; and the Employee Retirement Income Security Act of1974, as amended (“ERISA”), if applicable. None of Borrower, or any subsidiary or affiliate of Borrower or anyguarantor is a Sanctioned Person or has any of its assets in a SanctionedCountry or does business in or with, or derives any of its operating incomefrom investments in or transactions with, Sanctioned Persons or SanctionedCountries in violation of economic sanctions administered by OFAC.  The proceeds from the Loan will not be usedto fund any operations in, finance any investments or activities in, or makeany payments to, a Sanctioned Person or a Sanctioned Country. “OFAC” means theU.S. Department of the Treasury’s Office of Foreign Assets Control. “SanctionedCountry” means a country subject to a sanctions program identified on the listmaintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs/, or as otherwise published from time totime.  “Sanctioned Person” means (i) aperson named on the list of Specially Designated Nationals or Blocked Personsmaintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/, or as otherwise published from time totime, or (ii) (A) an agency of the government of a Sanctioned Country, (B) anorganization controlled by a Sanctioned Country, or (C) a person resident in aSanctioned Country to the extent subject to a sanctions program administered byOFAC.  **Organizationand Authority.**  Eachcorporation, partnership or limited liability company Borrower and/orguarantor, as applicable, is duly created, validly existing and in goodstanding under the laws of the state of its organization, and has all powers,governmental licenses, authorizations, consents and approvals required tooperate its business as now conducted. Each corporation, partnership or limited liability company Borrowerand/or guarantor, as applicable, is duly qualified, licensed and in goodstanding in each jurisdiction where qualification or licensing is required bythe nature of its business or the character and location of its property,business or customers, and in which the failure to so qualify or be licensed,as the case may be, in the aggregate, could have a material adverse effect onthe business, financial position, results of operations, properties orprospects of Borrower or any such guarantor.  **NoLitigation.**  There are nopending material suits, claims or demands against Borrower or any guarantorthat have not been disclosed to Bank by Borrower in writing, and approved byBank.  To the best of Borrower’sknowledge, there are no threatened material suits, claims or demands againstBorrower or any guarantor that have not been disclosed to Bank by Borrower inwriting, and approved by Bank.     **ERISA.**  Each employeepension benefit plan, as defined in ERISA, maintained by Borrower meets, as ofthe date hereof, the minimum funding standards of ERISA and all applicableregulations thereto and requirements thereof, and of the Internal Revenue Codeof 1986, as amended.  No “ProhibitedTransaction” or “Reportable Event” (as both terms are defined by ERISA) hasoccurred with respect to any such plan. **Indemnity.**Borrowerwill indemnify Bank and its affiliates from and against any losses,liabilities, claims, damages, penalties or fines imposed upon, asserted orassessed against or incurred by Bank arising out of the inaccuracy or breach****of any of the representations contained inthis Agreement or any other Loan Documents.

**AFFIRMATIVE COVENANTS.**  Borrower agrees that from the date hereof and until final paymentin full of the Obligations, unless Bank shall otherwise consent in writing,Borrower will:  **Access toBooks and Records.**  AllowBank, or its agents, during normal business hours, access to the books, recordsand such other documents of Borrower as Bank shall reasonably require, andallow Bank, at Borrower’s expense, to inspect, audit and examine thesame and to make extracts therefrom and tomake copies thereof.  **Business Continuity.** Conduct its business in substantially the same manner and locations assuch business is now and has previously been conducted.  **Compliance with OtherAgreements.**  Comply with allterms and conditions contained in this Agreement, and any other Loan Documents,and swap agreements, if applicable, as defined in 11 U.S.C. § 101, as ineffect from time to time.  **Estoppel Certificate.**  Furnish, within 15 days after request byBank, a written statement duly acknowledged of the

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amount due under the Loan and whether offsets or defenses exist againstthe Obligations.  **Insurance**.  Maintain adequate insurance coverage withrespect to its properties and business against loss or damage of the kinds andin the amounts customarily insured against by companies of establishedreputation engaged in the same or similar businesses including, withoutlimitation, commercial general liability insurance, workers compensationinsurance, and business interruption insurance; all acquired in such amountsand from such companies as Bank may reasonably require.  **Maintain Properties.**  Maintain, preserve and keep its property ingood repair, working order and condition (normal wear and tear expected),making all replacements, additions and improvements thereto necessaryfor the proper conduct of its business, unless prohibited by the Loan Documents.  **Notice of Default and Other Notices.**  (a) **Notice of Default.**  Furnish to Bank immediately upon becomingaware of the existence of any condition or event which constitutes a Default(as defined in the Loan Documents) or any event which, upon the giving ofnotice or lapse of time or both, may become a Default, written noticespecifying the nature and period of existence thereof and the action whichBorrower is taking or proposes to take with respect thereto.  (b)**  Other Notices.**  Promptly notify Bank in writing of (i) anymaterial adverse change in its financial condition or its business; (ii) anydefault under any material agreement, contract or other instrument to which itis a party or by which any of its properties are bound, or any acceleration ofthe maturity of any indebtedness owing by Borrower; (iii) any material adverseclaim against or affecting Borrower or any part of its properties; (iv) thecommencement of, and any material determination in, any litigation with any thirdparty or any proceeding before any governmental agency or unit affectingBorrower; and (v) at least 30 days prior thereto, any change in Borrower’s nameor address as shown above, and/or any change in Borrower’s structure.  **Other Financial Information.**  Deliver promptly such other informationregarding the operation, business affairs, and financial condition of Borrowerwhich Bank may reasonably request.  **Payment of Debts.**  Pay and discharge when due, and beforesubject to penalty or further charge, and otherwise satisfy before maturity ordelinquency, all obligations, debts, taxes, and liabilities of whatever natureor amount, except those which Borrower in good faith disputes.  **Reports and Proxies.**  Deliver to Bank, promptly, a copy of allfinancial statements, reports, notices, and proxy statements, sent by Borrowerto stockholders, and all regular or periodic reports required to be filed byBorrower with any governmental agency or authority.

**NEGATIVE COVENANTS.**  Borrower agrees that from the date hereof and until final paymentin full of the Obligations, unless Bank shall otherwise consent in writing,Borrower will not:   **Change in Fiscal Year.**  Change its fiscal year.  **Encumbrances.**  Create, assume, or permit to exist anymortgage, security deed, deed of trust, pledge, lien, charge or otherencumbrance on any of its assets, whether now owned or hereafter acquired,other than: (i) security interests required by the Loan Documents; (ii) liensfor taxes contested in good faith; or (iii) Permitted Liens.  **Investments.**  Purchase any stock, securities, or evidenceof indebtedness of any other person or entity except investments in directobligations of the United States Government and certificates of deposit ofUnited States commercial banks having a tier 1 capital ratio of not less than6% and then in an amount not exceeding 10% of the issuing bank’s unimpairedcapital and surplus.  **Default on Other Contracts or Obligations.**  Default on any material contract with orobligation when due to a third party or default in the performance of anymaterial obligation to a third party incurred for money borrowed.  **Government Intervention.**  Permit the assertion or making of anyseizure, vesting or intervention by or under authority of any governmentalentity, as a result of which the managementof Borrower or any guarantor is displaced of its authority in the conduct ofits respective business or such business is curtailed or materiallyimpaired.  **JudgmentEntered.**  Permit the entry ofany material monetary judgment or the assessment against, the filing of any taxlien against, or the issuance of any writ of garnishment or attachment againstany material property of or debts due.  **Prepayment of Other Debt.** Retire any long-term debt entered into prior to the date of thisAgreement at a date in advance of its legal obligation to do so.  **Retire or RepurchaseCapital Stock.**  Retire orotherwise acquire any of its capital stock.

**FINANCIAL COVENANTS.**  Borrower agrees to the following provisions from the date hereofuntil final payment in full of the Obligations, unless Bank shall otherwiseconsent in writing, using the financial information for Borrower, itssubsidiaries, affiliates and its holding or parent company, as applicable: **Deposit Relationship**.  Borrower shallmaintain a demand deposit account at Wachovia for loan advances and payments. Borrower hereby commits to use Bank for all its depository and treasuryservices to be implemented post closing only if Borrower enters into long termfinancing with Bank.

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**CONDITIONS PRECEDENT.**  The obligations ofBank to make the loan and any advances pursuant to this Agreement are subjectto the following conditions precedent:  **Additional Documents orOther Information.**  Receipt byBank of such additional supporting documents or other information as Bank orits counsel may reasonably request.

**[SIGNATURE PAGEATTACHED]**

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**IN WITNESSWHEREOF**, Borrower and Bank, onthe day and year first written above, have caused this Agreement to be duly executedunder seal.
|        | Force  Protection, Inc.                                                |
|--------|------------------------------------------------------------------------|
|   |                                                                   |
|   |                                                                   |
|   | By:                                                                    | /s/ Michael S.  Durski | (SEAL) |
|   |                                                                   |
|   | Name: Michael S.  Durski, Title: Chief Financial Officer and Treasurer |
|   |                                                                   |
|   | Force Protection  Industries, 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 |
|   |                                                                   |
|   | Wachovia Bank,  National Association                                   |
|   |                                                                   |
|   |                                                                   |
|   | By:                                                                    | /s/ Guy M. Meares | (SEAL) |
|   |                                                                   | Guy M. Meares,  III, Senior Vice President |   |
|        |                                                                        |  |  |  |  |

 

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