Exhibit 10.66  [***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  AMENDMENT
  OF SOLICITATION/MODIFICATION OF CONTRACT
  1.
  CONTRACT ID CODE
  PAGE OF
  PAGESFirm-Fixed-Price2. AMENDMENT/MODIFICATION NO.
  P00006
  3.
  EFFECTIVE DATE
  2008 OCT 20
  4. REQUISITION/PURCHASE REQ.
  NO.
  SEE SCHEDULE
  5. PROJECT NO. (If applicable)CODE
  W56HZV
  CODE
  S1103A6. ISSUED BY
  
  U.S. ARMY TACOM LCMC
  AMSTA-AQ-ADED
  REBECCA TABOR (586) 574-6290
  WARREN, MICHIGAN 48397-5000
  HTTP://CONTRACTING.TACOM.ARMY.MIL
  WEAPON SYSTEM: WPN SYS: UR
  EMAIL: REBECCA.TABOR@US.ARMY.MIL
  7. ADMINISTERED BY (If other than Item 6)
  
  DCMA ATLANTA
  2300 LAKE PARK DRIVE SUITE 300
  SMYNRA, GA 300808. NAME AND ADDRESS OF CONTRACTOR (No., Street,
  County, State and Zip Code)
  
  FORCE PROTECTION
  INDUSTRIES, INC.
  9801 HIGHWAY 78
  LADSON, SC
  29456-3802
  TYPE BUSINESS: Large
  Business Performing in U.S.
  
  9A. AMENDMENT OF SOLICITATION
  NO.9B. DATED (SEE ITEM 11)x
  10A.
  MODIFICATION OF CONTRACT/ORDER NO.
  W56HZV-08-C-0028CODE:1EFH8
  FACILITY CODE
  
  10B.
  DATED (SEE ITEM 13)
  2007NOV0211. THIS
  ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS  o
  The above numbered solicitation
  is amended as set forth in Item 14. The hour and date specified for receipt
  of Offer.   ̈is extended. ̈is not extended.  Offer
  must acknowledge receipts of this amendment prior to the hour and date
  specified in the solicitation or as amended by one of the following methods:
  (a) By completing Items 8
  and 15 and returningcopies of the amendments;
  (b) By acknowledging receipt of this amendment on each copy of the offer
  submitted; or (c) By separate letter or telegram which includes a
  reference to the solicitation and amendment numbers.  FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
  RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PROIR TO THE HOUR
  AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue
  of this amendment you desire to change an offer already submitted, such
  change may be made by telegram or letter, provided each telegram or letter
  makes reference to the solicitation and this amendment, and is received prior
  to the opening hour and date specified.  12.
  ACCOUNTING AND APPROPRIATION DATA (If required)ACRN: AB NET INCREASE: $12,858,541.29  13. THIS
  ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.KIND MOD CODE: 6
  It Modifies The
  Contract/Order No. As Described In Item 14.  o
  A.This Change Order Is
  Issued Pursuant To:                                         The
  Changes Set Forth In Item 14 Are Made In
  The Contract Order No. In Item 10A.o
  B.The Above Numbered
  Contract/Order Is Modified To Reflect The Administrative Changes (such as
  changes in paying office, appropriation date, etc.) Set Forth In Item 14,
  Pursuant To The Authority Of FAR 43.103(b).o
  C.   This Supplemental Agreement Is Entered Into
  Pursuant To Authority Of:x
  D.   Other (Specify type of modification and
  authority)Exercise Option  E.  IMPORTANT: 
  Contractor
  xis not,
   ̈is required to sign this document and returncopies to the issuing office.  14.
  DESCRIPTION OF
  AMENDMENT/MODIFICATION (Organized by UCF section headings, including
  solicitation/contract subject matter where feasible.)  SEE SECOND PAGE FOR
  DESCRIPTIONExcept as provided herein, all
  terms and conditions of the document referenced in Item 9A or 10A, as
  heretofore changed, remains unchanged and in full force and effect.15A.
  NAME AND TITLE OF SIGNER (Type or print)
  DAMON WALSH, EVP
  16A. NAME AND TITLE OF
  CONTRACTING OFFICER (Type or print)
  VICTOR J. VAUGHN
  VICTOR.VAUGHN@US.ARMY.MIL   (586)574-828315B. CONTRACTOR/OFFEROR
  15C. DATE SIGNED
  16B. UNITED STATES OF AMERICA
  16C. DATE SIGNED/s/ Damon Walsh
  
  17
  OCT 08
  By
  /s/ Victor J.
  Vaughn
  
  2008 OCT 20(Signature of person authorized to sign)
  
  
  
  (Signature
  of Contracting Officer)NSN 7540-01-152-8070
  30-105-02
  STANDARD FORM 30 (Rev.
  10-83)PREVIOUS EDITIONS UNUSABLE
  
  Prescribed by GSA FAR (48 CFR)
  53.243  1


CONTINUATION SHEET
  Reference No. of Document
  Being Continued
  PIIN/SIINW56HZV-08-C-0028                  MOD/AMD P00006Name of Offeror or Contractor:FORCE PROTECTION INDUSTRIES, INC.  [***]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  SECTION A
- SUPPLEMENTAL INFORMATION  1. The purpose
of this Modification P00006 to Contract W56HZV-08-C-0028 is to incorporate the
following into this contract:  SECTION B:  CLIN 1200AA, Buffalo A2, add 27 each, with a Not to Exceed unit price
of $[***] each.  SECTION J:  Attachment 0001, Buffalo A2 Purchase
Description 2373 dated 23 September 2008 has replaced Purchase       Description 2373 dated 06 April 2007.  2. As a result
of this modification, the total dollar amount of the contract is increased by $[***]
from $[***] to $42,657,418.55 by this modification. The Not to Exceed amount of
this contract is increased by $[***] from $[***] to $39,834,895.00.  3. All other
contract terms and conditions remain unchanged and in full force and effect.   *** END OF NARRATIVE A0007 ***   FORCE
PROTECTION INDUSTRIES, INCS SUBCONTRACTING PLAN DATED           THROUGH            IS APPROVED AND INCORPORATED BY
REFERENCE INTO CONTRACT W56HZV-08-C-0028. THE PLAN IS CONTAINED WITHIN THE
CONTRACT FOLDER.   *** END OF NARRATIVE A0008 ***  2


CONTINUATION SHEET
  Reference No. of Document
  Being Continued
  PIIN/SIINW56HZV-08-C-0028                  MOD/AMD P00006Name of Offeror or Contractor:FORCE PROTECTION INDUSTRIES, INC.  [***] INDICATES MATERIAL
THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.  ITEM
  NO
  
  SUPPLIES/SERVICES
  
  QUANTITY
  
  UNIT
  
  UNIT PRICE
  
  AMOUNTSECTION B - SUPPLIES OR SERVICES AND PRICES/COSTSThe following equipment contained in Contract Line Numbers (CLINs)
  are numbered in the following manner:The first digit of the CLIN is the Order Period number.The following definition apply to the entire solicitation and
  resulting contract:First Ordering Period is the date and award through 365 days from the
  date of the award.Second Ordering Period - Option is 366 days from the date of the
  award through 731 days from the date of award.Third Ordering Period - Option is 732 days from the date of award
  through 1097 days from the date of the award.Fourth Ordering Period - Option is 1098 days from the date of award
  through 1463 days from the date of award.Fifth Ordering Period - Option is 1464 days from the date of award
  through 1829 days from the date of award.The minimum guaranteed quantity for this contract is 7 vehicles. The
  maximum quantity of 180 vehicles. Any quantity up to the maximum quantity for
  each CLIN may be ordered any time before the expiration of this contract.NOTE: The
  price applicable to an individual option is the price for the ordering period
  in which the option is exercised. The delivery date does not determine the
  ordering period.  3


CONTINUATION SHEET
  Reference No. of Document
  Being Continued
  PIIN/SIINW56HZV-08-C-0028                  MOD/AMD P00006Name of Offeror or Contractor:FORCE PROTECTION INDUSTRIES, INC.  [***] INDICATES MATERIAL THAT HAS
BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.  (End of narrative A001)
  
  NSN: 9999-99-999-99991200
  
  SECURITY CLASS: Unclassified
  
  BUFFALO A2 NSN: 
  2320-01-567-4930
  
  (End of narrative A002)FIRST ORDERING PERIOD1200AA
  
  NOUN: BUFFALO A2
  PRON: P186M0902T  PRON AMD: 01  ACRN: AB
  AMS CD: 51108360009
  
  27
  
  EA
  
  $UNDEFINITIZED
  
  $[***]NOT TO EXCEED
  
  $[***]Estimated quantity for 1st Ordering Period:  7 eachVehicles shall be manufactured in accordance with Purchase
  Description 2373 (See Attachment 001).(End of narrative B001)Packaging and MarkingInspection and AcceptanceINSPECTION:
  Origin
  ACCEPTANCE:
  OriginDeliveries or PerformanceDOC
  REL CD
  
  MILSTRIP
  
  SUPPL
  ADDR
  
  SIG CD
  
  MARK FOR
  
  TP CD001
  
  W56HZV8266G800
  
  Y00000
  
  M
  
  
  
  2DEL REL CD
  
  QUANTITY
  
  DEL DATE001
  
  8
  
  28-FEB-2009002
  
  8
  
  31-MAR-2009003
  
  8
  
  30-APR-2009004
  
  3
  
  29-MAY-2009FOB
  POINT: DestinationSHIP
  TO:(Y00000)
  SHIPPING INSTRUCTIONS FOR
  CONSIGNEE (SHIP-TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE
  FOR ITEMS REQUIRED UNDER THIS REQUISITION.  4


CONTINUATION SHEET
  Reference No. of Document
  Being Continued
  PIIN/SIINW56HZV-08-C-0028                  MOD/AMD P00006Name of Offeror or Contractor:FORCE PROTECTION INDUSTRIES, INC.  [***] INDICATES MATERIAL THAT HAS
BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.  SECTION G
- CONTRACT ADMINISTRATION DATA  PRON/LINE
  
  AMS/CD/
  
  
  
  OBLG STAT/
  
  
  
  INCREASE/DECREASE
  
  CUMULATIVEITEM
  
  MIPR
  
  ACRN
  
  JOB ORD NO
  
  PRIOR AMOUNT
  
  AMOUNT
  
  AMOUNT1200AA
  
  P186M0902T
  
  AB
  
  1
  
  $
  0.00
  
  $
  [***]
  
  $
  [***]51108360009
  
  
  
  8ZCBM3A18P50091CM3  SERVICE
  
  NET CHANGE
  
  
  
  ACCOUNTING
  
  INCREASE/DECREASENAME
  
  BY ACRN
  
  ACCOUNTING CLASSIFICATION
  
  STATION
  
  AMOUNTArmy
  
  AB
  
  21 82035000081C1C09P51108331E
  S20113
  
  W56HZV
  
  $
  [***]NET CHANGE
  
  $
  12,858,541.29  PRIOR AMOUNT
  
  INCREASE/DECREASE
  
  CUMULATIVEOF AWARD
  
  AMOUNT
  
  OBLIG AMTNET CHANGE FOR AWARD:
  
  $
  [***]
  
  $
  [***]
  
  $
  42,657,418.55  ACRN
  
  EDI
  ACCOUNTING CLASSIFICATIONAB
  
  21
  081020350000
  S20113
  81C1C095110836000931E1
  
  8ZCBM3S20113
  
  W56HZV  5


CONTINUATION SHEET
  Reference No. of Document
  Being Continued
  PIIN/SIINW56HZV-08-C-0028                  MOD/AMD P00006Name of Offeror or Contractor:FORCE PROTECTION INDUSTRIES, INC.  [***] INDICATES MATERIAL
THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.  SECTION I - CONTRACT
CLAUSES  Status
  
  Regulatory Cite
  
  Title
  
  DateI-1
  CHANGED
  
  52.216-24
  
  LIMITATION
  OF GOVERNMENT LIABILITY
  
  APR/1984  (a) In performing this
undefinitized contract action, the Contractor is not authorized to make
expenditures or incur obligations exceeding $[***] dollars.  (b) The maximum amount
for which the Government shall be liable for this undefinitized contract action
is terminated is $[***]
dollars.  (End of Clause)  I-2
  CHANGED
  
  252.217-7027
  
  CONTRACT
  DEFINITIZATION
  
  OCT/1998  (a) A Firm Fixed price
contract is contemplated. The Contractor agrees to begin promptly negotiating
with the Contracting Officer the terms of definitive contract that will include
(1) all clauses required by the Federal Acquisition Regulation (FAR) on
the date of execution of the undefinitized contract action, (2) all
clauses required by law on the date of execution of the definitive contract
action, and (3) any other mutually agreeable clauses, terms, and
conditions. The Contractor agrees to submit a fixed price proposal and cost or
pricing data supporting its proposal.  (b) The schedule for
definitizing this contract action is as follows:  Buffalo
  A2:Target
  Date for Definitization
  05
  February 2009Submission
  of Proposal
  18 October 2008Beginning
  of Negotiation
  15 November 2008Submission
  of Cost and Pricing Information
  18 October 2008Completion
  of Negotiation
  30 December 2008  (c) If agreement on a
definitive contract action to supersede this undefinitized contract action is
not reached by the target date in paragraph (b) of this clause, or within
any extension of it granted by the Contracting Officer, the Contracting Officer
may, with the approval of the head of the contracting activity, determine a
reasonable price or fee in accordance with Subpart 15.4 and Part 31 of the
FAR, subject to Contractor appeal as provided in the Disputes clause. In any
event, the Contractor shall proceed with completion of the contract, subject
only to the Limitation of Government Liability clause.  (1) After
the Contracting Officers determination of price or fee, the contract shall be
governed by  (i) All
clauses required by the FAR on the date of execution of this undefinitized
contract action for either fixed-price or cost-reimbursement contracts, as
determined by the Contracting Officer under this paragraph (c);  (ii) All
clauses required by law as of the date of the Contracting Officers
determination; and  (iii) Any
other clauses, terms, and conditions mutually agreed upon.  (2) To
the extent consistent with paragraph (c)(1) of this clause, all clauses,
terms, and conditions included in this undefinitized contract action shall
continue in effect, except those that by their nature apply only to an
undefinitized action.  (d) The definitive
contract resulting from this undefinitized contract action will include a
negotiated Firm Fixed price in no event to exceed $[***] for the basic quantities.  (End
of clause)  6


CONTINUATION SHEET
  Reference No. of Document
  Being Continued
  PIIN/SIINW56HZV-08-C-0028                  MOD/AMD P00006Name of Offeror or Contractor:FORCE PROTECTION INDUSTRIES, INC.  [***] INDICATES MATERIAL
THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.  SECTION J - LIST OF
ATTACHMENTS  List
  of Addenda
  
  Title
  
  Date
  
  Number of Pages
  
  Transmitted byAttachment
  0001
  
  Purchase
  Description 2373
  
  23-SEP-2008
  
  048
  
  ELECTRONIC
  IMAGE  7