Exhibit 10.78

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT
ID CODE

PAGE OF
PAGESJ

1    72.

AMENDMENT/MODIFICATION NO.
P00011

3. EFFECTIVE DATE
02-May-2008

4.

REQUISITION/PURCHASE REQ. NO.
SEE SCHEDULE

5. PROJECT NO. (If applicable)6.

ISSUED BY

CODE

M67854

7.

ADMINISTERED BY (If other than item 6)

CODE

S1103AMARCORSYSCOM
ATTN CT/LYNN FRAZIER
2200 LESTER STREET
QUANTICO VA 22134-5010







DCMAATLANTA
ATTN: KAREN BENNER, 2300 LAKE PARK DRIVE
SUITE 300
SMYNRA GA 20080

SCD:

A8.

NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code)



9A. AMENDMENT OF SOLICITATION NO.FORCE PROTECTION INDUSTRIES, INC
DAMON WALSH



9B. DATED (SEE ITEM 11)9801 HIGHWAY 78, #1
LADSON SC 29456

X

10A. MOD. OF CONTRACT/ORDER NO.
M67854-06-C-5162CODE 1EFH8

FACILITY CODE

X

10B. DATED (SEE ITEM 13)
11-Aug-200611.    THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONSo

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer    o is extended,
    o is not extended.
Offer must acknowledge receipt 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
returning                        copies of the amendment; (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 ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR 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) See Schedule13.

THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A:B. THE ABOVE NUMBERED CONTRACT/ORDER ISMODIFIED 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).X

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR 43.103(a)(3) Mutual Agreement of the PartiesOTHER (Specify type of modification and authority)E.

IMPORTANT:    Contractor    o is not,    ý is required to sign this document and
return 1 copies to the issuing office.14.

DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)Modification Control Number:        hamptonc082639The contract is modified to (1) place 151 Ridgback vehicles on contract; and (2) place spare parts on contract for the Ridgback vehicles.Except as provided herein, all terms and conditions of the document referenced in Item9A or 10A, as heretofore changed, remains unchanged and in full force and effect.


15A. NAME AND TITLE OF SIGNER (Type or print)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)Otis Byrd

DAVID J. HANCE / CONTRACTING OFFICERDirector of Contracts

TEL: (703) 432-5018

EMAIL: david.hance@usmc.mil15B. CONTRACTOR/OFFEROR

15C. DATE SIGNED

16B. UNITED STATES OF AMERICA

16C. DATE SIGNED/s/ Otis Byrd
(Signature of person authorized to sign)

5/15/2008

BY/s/David J. Hance

19-May-2008(Signature of Contracting Officer)EXECPTION TO SF 30
APPROVED BY OIRM 11-84



30-105-04

STANDARD FORM 30 (Rev. 10-83)
Prescribed by GSA
FAR (48 CFR) 53.243


[***] INDICATES MATERIAL THAT HAS BEEN OMMITTED 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.

1

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SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION ASOLICITATION/CONTRACT
FORM

The
total cost of this contract was increased by $91,549,216.00 from $189,091,509.16 to $280,640,725.16.

SECTION BSUPPLIES
OR SERVICES AND PRICES



ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT0128



151

Each

$[***]

$[***]NTERidgback VehiclesFFPFMS CASE: UK-P-LTS, MILSTRIP: PUK045/8121/6003/0LTS; RSN: 001;PURCHASE REQUEST NUMBER: M6785408RCF0137 AASee attached Performance Specification for Ridgback VehiclesFOB: Contractor FacilityFOB: OriginNET AMT



$[***]$[***]ACRN CGCIN: 000000000000000000000000000000CLIN 0129 is added as follows:ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT0129



1

Lot

$[***]

$[***]NTERidgback Spare PartsFFPFMS CASE: UK-P-LTS, MILSTRIP: PUK044/8121/6011/0LTS; RSN: 002;PURCHASE REQUEST NUMBER: M6785408RCF0137 ABDetailed list of Ridgback spare parts to be determined during definitization process.FOB: OriginNET AMT



$[***]$[***]ACRN CHCIN: 000000000000000000000000000000


[***] INDICATES MATERIAL THAT HAS BEEN OMMITTED 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.

2

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SECTION EINSPECTION
AND ACCEPTANCE

The
following Acceptance/Inspection Schedule was added for CLIN 0128:

INSPECT AT

INSPECT BY

ACCEPT AT

ACCEPT BYOrigin

Government

Origin

Government


The
following Acceptance/Inspection Schedule was added for CLIN 0129:

INSPECT AT

INSPECT BY

ACCEPT AT

ACCEPT BYOrigin

Government

Origin

Government


SECTION FDELIVERIES
OR PERFORMANCE

The
following have been added by full text:



The
following Delivery Schedule item has been added to CLIN 0128:

CLIN

DELIVERY DATE

QUANTITY

SHIP TO ADDRESS

UIC0128

31-AUG-2008

5

FORCE PROTECTION INDUSTRIES, INC.
Susan Harp, Program Manager30-SEP-2008

10

9802 Hwy 78, Bldg 1
Ladson, SC 2945631-OCT-2008

10

Office (843) 574-7157
Mobile (843) 224-305430-NOV-2008

10

susan.harp@forceprotection.net
FOB: Origin31-DEC-2008

1031-JAN-2009

3027-FEB-2009

4031-MAR-2009

36The following Delivery Schedule item has been added to CLIN 0129:CLIN

DELIVERY DATE

QUANTITY

SHIP TO ADDRESS

UIC0129

POP 31-AUG-2008 TO
31-MAR-2009

N/A

FORCE PROTECTION INDUSTRIES, INC.
Susan Harp, Program Manager
9802 Hwy 78, Bldg 1
Ladson, SC 29456
Office (843) 574-7157
Mobile (843) 224-3054
susan.harp@forceprotection.net
FOB: Origin


[***] INDICATES MATERIAL THAT HAS BEEN OMMITTED 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.

3

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SECTION GCONTRACT
ADMINISTRATION DATA

Accounting
and Appropriation

Summary
for the Payment Office



CLIN
0128:
Funding on CLIN 0128 is initiated as follows:



CLIN
0129:
Funding on CLIN 0129 is initiated as follows:



SECTION ICONTRACT
CLAUSES

The
following have been added by full text:



The
following have been added by full text:



52.216-23
EXECUTION AND COMMENCEMENT OF WORK (APR 1984)

The
Contractor shall indicate acceptance of this modification by signing and returning one copy to the Contracting Officer no later than seven (7) calendar days from receipt. Upon acceptance by
both parties, the Contractor shall proceed with performance of the work, including purchase of necessary materials.

[***] INDICATES MATERIAL THAT HAS BEEN OMMITTED 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.

4

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52.216-24
LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

252.217-7027
CONTRACT DEFINITIZATION (OCT 1998)

Submission of detailed proposal:

June 13, 2008Audit of proposal by DCAA:

July 14, 2008Technical evaluation received:

July 14, 2008Negotiations completed:

July 21, 2008Conract Modificaiton Definitized:

August 11, 2008


(End
of clause)

[***] INDICATES MATERIAL THAT HAS BEEN OMMITTED 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.

5

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SECTION JLIST
OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

The
following have been added by full text:



SECTION JLIST
OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

The
Table of Contents has changed to add Attachment 8, RIDGBACK Performance Specification:

Exhibit/Attachment
Table of Contents

DOCUMENT TYPE

DESCRIPTION

DATEAttachment 1

Attachment B:PerformanceSpecificationsAttachment 2

Attachment A: Statement of WorkAttachment 3

Attachment 3 OCB


20-DEC-2006Attachment 4

Attachment 4 FDBAttachment 5

Attachment 5 MWB


20-DEC-2006Attachment 6

FSR TOOLS LIST


09-FEB-2007Attachment 7

BPMTU and Tools list


01-MAY-2007Attachment 8

RIDGBACK Performance Specification


16-MAY-2008


[***] INDICATES MATERIAL THAT HAS BEEN OMMITTED 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.

6

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[***] INDICATES MATERIAL THAT HAS BEEN OMMITTED 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.

7

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