**Exhibit 10.7**

 

**FIRST AMENDMENT TO GROUND LEASE**

 

THIS FIRSTAMENDMENT TO GROUND LEASE (“**Amendment**”)effective as of July 1, 2007 by and between **Aerospace/Defense, Inc.**,a South Carolina corporation (hereinafter call the “**Landlord**”)and **Force Protection Industries, Inc.**and **Force Protection, Inc.**, Nevadacorporations (collectively, the “**Tenant**”).

 

RECITALS

 

A.            By Ground Leaseeffective as of February 1, 2007 (the “**Lease**”),the Landlord leased unto Tenant certain real property situated in an industrialproject (the “**Project**”) located in Ladson(Charleston County), South Carolina.  Bythe execution of this Amendment, the Parties intend to amend the Leaseaccording to the terms of Subsection 27K of the Lease.  Each capitalized term used and not otherwisedefined or modified herein shall have the meaning ascribed thereto in theLease.

 

B.            The Landlord andTenant now wish to enter into this Amendment to amend the Lease according tothe terms, provisions and conditions hereinafter set forth.

 

NOW THEREFORE,in consideration of the mutual promises given one to the other, the parties dohereby covenant and agree to amend and modify the Lease as follows:

 

1.             All the recitalsset forth above in the “**Recitals**”clauses are hereby made an integral part of this Agreement.

 

2.             Section 2C ofthe Lease is modified by amending the first sentence to read as follows:

 

“2C.  The Initial Term of thisLease and any extension thereof may be extended at the option of the Tenant forfour (4) separate and successive periods of five (5) years each (eachan “**Option Period**”) commencing on the dayfollowing the expiration date of the Initial Term or the last day of thethen-current Option Period, as the case may be.”

 

3.             Section 12B (GeneralLiability) of the Lease is modified by amending and restating the secondsentence thereof and adding a parenthetical sentence immediately thereafter asfollows:

 

“Such insurance policy will have limits of not less than Three Millionand No/100ths Dollars ($3,000,000) per occurrence, in respect to bodily injuryor death and not less than One Million and No/100ths Dollars ($1,000,000) peroccurrence in respect to property damage and provide contractual coverage ofTenant’s liability to Landlord assumed under the indemnification provisions ofthis Lease.”  (Assuming the Tenant hasexercised its option to renew this Lease, five (5) years after theEffective Date, the minimum coverages referenced in the previous sentence shallincrease to $6,000,000 per occurrence in respect to bodily injury or death and$2,000,000 per occurrence in respect to property damage.)

 

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4.             This Amendment maybe executed in several counterparts, each of which shall be deemed an originaland such counterparts shall constitute but one and the same instrument.  No party will be bound under this Agreementuntil all parties have duly executed this instrument.  If this Amendment or the signature page, asexecuted, is transmitted by one party to the other by facsimile transmission orelectronically “pdf” transmission, such transmission shall be deemed anexecuted original of this Amendment and of such signature.

 

5.             Except as modifiedby this Amendment, the Lease remains unchanged.

 

IN WITNESSWHEREOF, the parties hereto have duly executed this Amendment under seal as ofthe day and year first above written.

 
|   | LANDLORD:                          |
|--------|------------------------------------|
|   |                               |
|   | AEROSPACE/DEFENSE,  INC.           |
|   |                               |
|   | By:                                | /s/ M. Jerry  Garfinkle |
|   |                               |   |
|   | Its:                               | Assistant  Secretary |
|   |                               |
|   | TENANT:                            |
|   |                               |
|   | FORCE  PROTECTION INDUSTRIES, INC. |
|   |                               |
|   | By:                                | /s/ Michael  Durski |
|   |                               |   |
|   | Its:                               | CFO |
|   |                               |
|   | FORCE  PROTECTION, INC.            |
|   |                               |
|   | By:                                | /s/ Raymond  Pollard |
|   |                               |   |
|   | Its:                               | COO |

 

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