Exhibit 10.52

SUBCONTRACT AGREEMENT

SUBCONTRACTOR:

SUBCONTRACT NUMBER:MRAP- GDLS-5031General Dynamics Land Systems, Inc.ADDRESS: 38500 Mound Road

CONTRACT TYPE: FFPSterling Heights, MI 48310-3200


INTRODUCTION

This Firm Fixed Price (FFP) Subcontract Agreement, effective as of September 6, 2007 is made between Force Protection
Industries, Inc. (hereinafter known as FPII), and General Dynamics Land Systems, Inc. (hereinafter known as the "Subcontractor"). The effort to be performed by the Subcontractor under
this Agreement will be in support of FPII's Prime Contract Number (Prime # M67854-07-D-5031), with the U.S. Government. The Subcontract Agreement shall cover goods
and/or services including, delivery of vehicles and services called up under individual delivery orders and in addition but not limited to Contract Administration and Revenue Management as defined in
Attachment #1, Statement of Work.

The
Subcontract Agreement consists of the signature page and the following sections:

Section A:

DefinitionsSection B:

Supplies or Services and PricesSection C:

Description/Specifications/Work StatementSection D:

Deliveries or PerformanceSection E:

Subcontract Administration DataSection F:

Special ProvisionsSection G:

General ProvisionsAttachment 1:

Statement of WorkAttachment 2:

Confidentiality/Proprietary Data Agreement


Each
Party acknowledges having read this entire Subcontract Agreement and with the full power and authority to execute this subcontract, agrees to perform in accordance with the terms
and conditions contained herein.

Force Protection Industries, Inc.

Subcontractor: General Dynamics Land Systems, Inc.Name:

Otis Byrd

Name:

Jeremy PohlmanSignature:

/s/ OTIS BYRD

Signature:

/s/ JEREMY POHLMANTitle:

Director of Contracts

Title:

Sr. Contract RepresentativeDate:

September 10, 2007

Date:

September 10, 2007


SECTION ADEFINITIONS

The term "Prime Contract" means the government Prime Contract between FPI and the United States of America (herein called the
"Government").

For
the purposes of the "Changes" provision hereof the term "specifications" shall include the Statement of Work.

The
terms "Subcontract", "Agreement" or "subcontract" are interchangeable and mean "Subcontract Agreement".

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SECTION BSUPPLIES OR SERVICES AND PRICES/COSTS

B.1.
SCOPE OF SUBCONTRACT

FPII
will issue and GDLS will accept Purchase Orders for GDLS' Workshare in accordance with Workshare Agreement(s) issued by the Force Dynamics Board of
Directors in support of Prime Contract M67854-07-D-5031. In addition, Subcontractor will provide services as outlined in Attachment 1, Statement of Work. Other
products and or services will be issued in accordance with clause H.1.

B.2.
LETTER AGREEMENTS

This
Subcontract Agreement incorporates by reference the following Letter Agreements regarding Subcontractor's Workshare in support of the Prime Contract:

M678540-7-D-5031 DO 0001

Reference FPII Letter FP07-033 dated February 5, 2007M678540-7-D-5031 DO 0002

Reference FPII Letter FP07-220 dated July 12, 2007M678540-7-D-5031 DO 0003

Reference FPII Letters FP07-145 and FP07-293 dated May 10, 2007 and August 29, 2007 respectivelyM678540-7-D-5031 DO 0004

Reference FPII Letters FP07-213 and FP07-294 dated June 9, 2007 and August 29, 2007 respectivelyM678540-7-D-5031 DO 0005

Reference FPII Letter FP07-275 dated August 20, 2007


SECTION CDESCRIPTIONS/SPECIFICATIONS/WORK STATEMENT

C.1.
Description

The
Subcontractor, as an independent contractor, and not as an agent, servant or employee of FPII having special knowledge and techniques possessed by and
available to the Subcontractor, shall furnish all management personnel, materials, equipment and data to provide the products and services outlined in clause B.1 in accordance with the
provisions of this subcontract.

SECTION DPRESERVATION PACKAGING AND PACKING AND SHIPPING INFORMATION

D.1.
Packaging and Marking Instructions

Packaging
and marking shall be in accordance with standard commercial practice for domestic shipment, as set forth in the Uniform Freight Classification for
commercial practice, or as stated in Purchase Orders issued pursuant to this Subcontract Agreement to assure arrival at destination in serviceable condition.

The
Subcontractor shall comply with FPII's part numbering, labeling, and special packing requirements for all goods delivered under individual Purchase Orders. Exterior of the
containers(s) shall bear the Subcontractor's name and address (as consignor), Purchase Order number, FPII designated part number, and FPII's name and address (as consignee).

D.2.
Delivery of Product

The
Subcontractor shall deliver the goods and perform the services at the location specified by FPII and according to the delivery schedule made a part of the
Purchase Order. Unless otherwise specified in the Purchase Order the goods are sold FOB destination.

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SECTION EINSPECTION AND ACCEPTANCE

This Subcontract Agreement incorporates the following clauses by reference, either in the text or as provided in the attachments, with
the same force and effect as if they were given in full text.

FAR 52.246-2

Inspection of Supplies-Fixed Price (Aug 1996)FAR 52.246-4

Inspection of Services- Fixed Price (Aug 1996)


In
the event Government source inspection is required by any Purchase Order issued under this Subcontract Agreement the following clause is applicable:

Government
Source Inspection is required prior to shipment of the product from your facility. Upon receipt of the Purchase Order, promptly notify and furnish a copy to the Government
Representative who normally services your plant, or if none, to the nearest defense Contract management Agency office. In the event the Representative or Office can not be located, FPII's Contract
representative should be notified immediately.

E.1.
Responsibility for Inspection

Unless
otherwise specified in the Purchase Order, the Subcontractor is responsible for the performance of all inspection requirements specified herein. The
Subcontractor may use his own or any other facility suitable for the performance of the inspection requirements, unless disapproved by FPII. FPII reserves the right to perform or witness any of the
inspections or tests identified in the Purchase Order, Statement of Work or specification.

E.2.
Responsibility for Compliance

The
Subcontractor shall provide and maintain an effective inspection and quality assurance system for the goods or services delivered under this Subcontract
Agreement in accordance with ISO 9000-2000 or equivalent Quality System.

E.3.
FPII Verification

All
quality assurance operations performed by the Subcontractor may be subject to FPII verification at scheduled intervals. Verifications shall consist of
(a) surveillance of the operation to determine that practices, methods, and procedures of the Subcontractor's written quality assurance system plan are being properly applied,
(ISO 9000-2000) or equivalent and (b) FPII product inspection to measure the quality of the product offered to FPII for acceptance. Deviation from the prescribed or agreed
upon procedures or instances of poor practices which might have adverse effect on the product shall immediately be called to the attention of the Subcontractor.

E.4.
Inspection Equipment

Unless
otherwise specified in the Purchase Order, the Subcontractor is responsible for the provision and maintenance of all inspection equipment necessary to
assure that the product offered for FPII acceptance conforms to the Purchase Order requirements. If no other calibration specification or requirement is identified in the Purchase Order, then the
inspection equipment shall be calibrated per the suggested manufacturer's guidelines.

E.5.
Material Certification

The
Subcontractor shall provide all required material certification applicable to the goods provided hereunder. Lack of such certification shall be deemed to
be a substantial nonconformity permitting FPII to reject the goods.

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E.6.
Reserved

E.7.
Inspection

FPII
and its customer may inspect and test material, work in process and supplies at all times and places, during manufacture and otherwise. FPII inspection
may, in its sole discretion, include physical, visual and/or mechanical review, as well as any documentation necessary to substantiate the meeting of quality requirements or specific requirements set
forth in the Subcontract Agreement or applicable purchase order. If inspection and test are made on Subcontractor's premises, Subcontractor, without additional charge, shall provide reasonable
facilities and assistance for the safety and convenience of the inspectors in performing their duties. Inspections and test by FPII shall be performed in such manner as not to delay the work unduly.

The
inspection, review or approval by FPII of any work, or of any drawing, design, or other document, will not be deemed to relieve Subcontractor of any of its obligations under any
purchase order, or to constitute a waiver of any defects or nonconformities. The acceptance by FPII of any goods or services under any purchase order will not be deemed to limit or affect any warranty
or right of indemnity granted by Subcontractor under such purchase order, these terms and conditions or otherwise.

Except
as otherwise agreed in writing, all shipments and supplies furnished under this Subcontract Agreement shall be subject to final inspection and acceptance by the United States
Government (USG) as set forth in the Purchase Order notwithstanding any previous source inspection or acceptance, or any prior payment by FPII, or any prior inspection of any type.

E.8.
Responsibility For Supplies

Except
as specifically otherwise provided in this Subcontract Agreement, Subcontractor shall be responsible for supplies meeting the requirements of this
Subcontract Agreement until final inspection and acceptance thereof by the USG, and shall bear all risks as to rejected supplies or supplies requiring correction after notice of rejection
notwithstanding any prior acceptance.

E.9.
Acceptance

Final
inspection and acceptance of the Subcontractor's product shall be conducted by the USG as specified in the Purchase Order. The USG at its option, may
reject or require prompt correction (in place or elsewhere), of any supplies or services which are, defective in material or workmanship or otherwise fail to meet the drawings, designs, statement of
work, specifications or other technical documents, or other requirements of this Subcontract. If Subcontractor fails promptly to remove such supplies and to proceed promptly to replace or correct
them, FPII may replace or correct such supplies at the expense of Subcontractor including any excess cost. Subcontractor shall not again tender rejected or corrected supplies unless Subcontractor
discloses the former tender and rejection or requirement of correction.

SECTION FPERFORMANCE

This Subcontract Agreement incorporates the following clause by reference:

FAR 52-242-17

Government Delay of Work (APR 1984)FAR 52-246-16

Responsibility for Services (APR 1984)


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F.1.
Period of Performance

All
work under this Subcontract is to be performed in accordance with the requirements of subcontract or modifications issued pursuant to this Subcontract
Agreement. The term of this Subcontract Agreement shall be from the effective date of this Subcontract Agreement through the completion of Prime Contract
M67854-07-D-5031.

F.2.
Place of Performance

The
principal places of performance of this Subcontract are: Lima, Ohio; Sterling Heights Michigan; Shellby, Michigan; and Anniston, Alabama.

SECTION GSUBCONTRACT ADMINISTRATION DATA

G.1.
Technical and Contractual Representatives

The
following authorized representatives are hereby designated for this Subcontract:

Contractor:



Subcontractor:



G.2.
Contacts

Correspondence
with FPII or Subcontractor which affects the Subcontract ceilings, labor rates, schedule, statement of work or other subcontract terms and
conditions shall be made with the authorized contractual representative. No changes to this Subcontract will be binding upon FPII or the subcontractor unless incorporated in a written modification to
the Subcontract and signed by FPII's and Subcontractor's contractual representative.

All
effort authorized shall be performed under the direction of FPII's authorized representative. When, in Subcontractor's opinion, such direction constitutes a change to the Subcontract
Agreement, FPII's contractual representative shall be notified immediately for authorization of such change. Until FPII's contractual representative grants such authorization, Subcontractor shall
perform in accordance with the Subcontract Agreement, as written.

FPII's
authorized representative is responsible for day-to-day clarifications and guidance, as may be required within the scope of the Subcontract Agreement. All
written communications, however, shall be transmitted through FPII's and the Subcontractor's designated Contract Representatives.

All
commitments hereunder (subsequent to execution of this Subcontract) shall be made through the respective parties' Contract Representatives. No verbal or written request, notice,
authorization, direction or order received by the Subcontractor shall be binding upon either Party, or serve as the basis for a change in the Subcontract value or any other provision of this
Subcontract, unless issued and receipt is confirmed by both parties' Contract Representatives.

Subcontractor
shall immediately notify FPII's Contract Representative whenever a verbal or written change notification has been received from FPII which would affect any of the terms,
conditions, cost, schedules, and/or any other provision in this Subcontract. The Subcontractor is not authorized to perform work pursuant to change or modification unless both parties' Contract
Representatives executes a modification to the subcontract.

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G.3. Payment Terms

Payment
for the performance of Subcontractor's workshare in support of the Prime Contract will be made to Subcontractor as defined in the Attachment 1
Statement of Work. All other payments will be net 30 days or as mutually agreed to by the parties.

G.4.
Submission of Vouchers

Notwithstanding
any other provision, the Subcontractor invoice shall be mailed monthly to:



Each
invoice shall contain the Purchase Order number, quantity of items delivered and accepted by FPII, and the agreed upon purchase price per unit. The purchase price shall not be
increased without prior written consent by the FPII Contract Representative.

SECTION HSPECIAL PROVISIONS

H.1.
Ordering Additional Products and/or Services



H.2.
Subcontract Modification Requirements



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H.3.
Subcontract modification preparation

An
FPII subcontract modification will include, at a minimum, the following:



H.4.
Unpriced Orders

FPII
reserves the right to issue "unpriced orders" with a mutually agreed to Not-to-Exceed amount, pending negotiation. Subcontractor
shall begin work on receipt of such an unpriced order and submit any proposal required in accordance with the schedule therein. The Subcontractor shall have no obligation to continue performance
beyond the Not-to-Exceed amount. Should both parties agree to the acceptance of unpriced orders, the following FAR clauses are incorporated herein by reference:

52.216-23

Execution and Commencement of Work (Apr 1984)Full text to be provided in the Not-To-Exceed Purchase Order52.216-24

Limitation of Government Liability (Apr 1984)Full text to be provided in the Not To-Exceed Purchase Order52.216-25

Contract Definitization (Oct 1997)Full text to be provided in the Not-To-Exceed Purchase Order52.216-26

Payments of Allowable Costs Before Definitization (Dec 2002)52.232-16

Progress Payments, Alternate II (Apr 2003)52.244-2

Subcontract (Cost-Reimbursement and Letter Contracts (Apr 1998)


Special
invoicing requirements for these types of orders will be provided for on the individual subcontract modification.

Each
subcontract modification shall be considered to have been separately funded. Subcontractor shall not use unexpended funds from one order for performance of any other order, unless
each such order shall have been modified by FPII in writing. Subcontractor shall not be reimbursed, nor is the Subcontractor obligated to incur, expenditures in excess of any individual subcontract
modification's stated Not-to-Exceed amount or, if not fully funded, the subcontract modification's funded amount.

Each
subcontract modification issued hereunder shall be invoiced separately and shall comply with the invoicing requirements of this Agreement.

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H.5.
Subcontractor Liability

The
Subcontractor hereby agrees and acknowledges that it shall be liable to FPII for all costs not reimbursed by the Government which FPII incurs as the result
of the Subcontractor's negligence in performing this Subcontract Agreement in accordance with its terms

FPII
shall have the right to terminate the Subcontract Agreement on the same terms as set forth in the Government Termination clauses of the Prime Contract.

H.6.
Notice to FPII of Delays

If
the Subcontractor encounters difficulties in meeting performance requirements, anticipates difficulty in complying with this Subcontract's schedule or
dates, or has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Subcontract, the Subcontractor shall immediately notify FPII in writing,
giving pertinent details.

H.7.
FURNISHED PROPERTY/FACILITIES AND/OR SERVICES

Any
property and/or facilities furnished by the Government or FPII will be specified in the individual subcontract modification. Property administration shall
be conducted in accordance with FAR 45.5 requirements. When engaged in performance on Government premises, Subcontractor shall be liable for the loss or destruction of, or damage to, the Government
property and facilities provided in accordance with FAR 45.5.

H.8.
Status Reviews

FPII's
Representative may conduct informal reviews with the Subcontractor to monitor progress. The objective of these reviews is to provide FPII visibility of
Subcontractor's performance and progress and to identify potential problems and allow institution of corrective action in a timely manner to preclude schedule delays or cost impacts.

H.9.
Customer Meetings

Meetings
may be held between FPII and its customer, at which time Subcontractor's attendance may be required. In addition, preparatory meetings may be held
between FPII and Subcontractor prior to the scheduled customer meeting. Subcontractor agrees to attend and participate in such meetings and preparatory meetings, as necessary, when so requested by
FPII.

H.10.
Security Requirements

It
is contemplated that some work to be performed under this subcontract may involve access to and handling of classified material up to and including SECRET.
Accordingly, the Subcontractor will be required to have or obtain a Facility Security Clearance, provide storage capability, and obtain Security Clearances on Subcontractor personnel required to have
such clearance to perform their job under this Subcontract Agreement.

No
costs to obtain security clearances have been included in the Subcontract Agreement. In the event the Government charges Subcontract to obtain security clearance, Subcontractor shall
be entitled to an equitable adjustment.

H.11.
Disclosure

FPII
or the Subcontractor shall not disclose information concerning work under this Subcontract to any third party, unless such disclosure is necessary for the
performance of the Subcontract effort. No news release, public announcement, denial or confirmation of any part of the subject matter of this

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Subcontract
or any phase of any program hereunder shall be made without prior mutual written consent of FPII and the subcontractor. The restrictions of this paragraph shall continue in effect upon
completion or termination of this Subcontract for such period of time as may be mutually agreed upon in writing by the parties. In the absence of a written established period, no disclosure is
authorized.

H.12.
Insurance



Type of Insurance

Minimum Amount(i)

Workmen's Compensation and all occupational disease as required by State Law(ii)

Employer's Liability including all occupational disease when not so covered in Workmen's Compensation above

$
1,000,000 per accident(iii)

General Liability (Comprehensive) Bodily Injury per occurrence

$
2,000,000(iv)

Automobile Liability (Comprehensive)Bodily Injury per person

$
1,000,000Bodily Injury per occurrence

$
2,000,000Property damage per accident

$
1,000,000


Upon
request by FPII, Subcontractor shall furnish a certificate of insurance reasonably satisfactory to FPII to evidence these coverage's naming FPII as an additional insured and
providing 30 days written notice of cancellation or material change. Additionally, Subcontractor waives any and all subrogation rights against FPII on behalf of it and its insurers.



H.13.
Incorporation of Specifications and Publications by Reference

All
specifications and publications listed or otherwise cited in this subcontract, whether or not they are attached thereto, are incorporated by reference and
have the same force and effect as if set forth in full text.

H.14.
Subcontractor Certification

The
certifications and representations made by the Subcontractor which are contained in the documents entitled, "Representations, Certifications, and ,Other
Statements of Offeror's," and the "Small, Small Disadvantaged, and Women Owned Small Business Subcontracting Plan," if applicable, are hereby incorporated by reference. FPII has relied upon the above
identified certifications and representations made by the Subcontractor in issuing this Subcontract. The Subcontractor agrees to

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promptly
advise FPII should there be any change in status with respect to the matters covered by such certifications and representations.

H.15.
Subcontract Quick Close

If
appropriate, and circumstances permit the Subcontractor agrees to a "Quick Close" of this subcontract agreement and/or individual subcontract modification.

H.16.
Conformity to Laws and Regulations

Subcontractor
agrees in the performance of this Subcontract to comply with all federal, state and local regulations, rules and orders applicable to this
Subcontract including but not limited to the provisions of the Fair Labor Standards Act of 1938, as amended and any applicable Executive Orders.

Each
Party represents that it will comply with all applicable export and import laws and regulations during performance of this Subcontract Agreement, including but not limited to, the
U.S. Arms Export Control Act, as amended (22 U.S.C §§ 2751-2799), the International Traffic in Arms Regulations, as amended (22 C.F.R Part 120 ct
seq,), the Export Administration Regulations, as amended (50 U.S.C §§ 2401-2420), and the U.S. Export Administration Regulations, as amended (15 C.F.R
§ 730 et seq.). The Parties shall not export, disclose, furnish or otherwise provide any article, technical data, technology, defense service, or technical assistance of the other
Party to any foreign person or entity, whether within the U.S. or abroad, without obtaining, in advance, (a) appropriate U.S. government export authorization, and (b) written approval
from the disclosing Party.

H.17.
Assignment of Agreement

This
Subcontract shall be binding upon each of the parties hereto and their respective successors. It may not be assigned in whole or in part by either Party
without the prior written consent of the other Party, except upon the merger, consolidation, sale or other transfer of all or substantially all of the assets of either Party.

H.18.
Indemnification



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H.19.
Infringement Indemnity

In
lieu of any other warranty by FPII or Subcontractor against infringement, statutory or otherwise, it is agreed that the Subcontractor shall defend at its
expense any suit against FPII or its customers, based on a claim that any supply item or service the Subcontractor furnished under this Subcontract Agreement (With the exception of materials provided
to Subcontractor by FPII) or the normal use or sale thereof infringes any U.S. Letters patent or copyright, and shall pay cost and damages finally awarded in any such suit, provided that Subcontractor
is notified in writing of the suit and given authority, information, and assistance at Subcontractor's expense for the defense of same. If the use or sale of said item is enjoined as a result of such
suit, Subcontractor, at no expense to FPII, shall obtain for FPII and its customers the right to use and sell said item or shall substitute an equivalent item acceptable to FPII and extend this patent
indemnity thereto.

Notwithstanding
the foregoing paragraph, when this Subcontract Agreement is performed under the Authorization and Consent of the U.S. Government to infringe U.S. Patents, the
Subcontractor's
liability for infringement of such patents in such performance shall be limited to the extent of the obligation of FPII to indemnify the U.S. Government.

H.20.
Proprietary Information

The
Parties agree that the Confidentiality/Proprietary Data Agreement entered into between FPII and GDLS dated 15 March 2007 (Attachment 2) shall
also govern the protection of the information exchanged between the parties in performance of this Subcontract.

H.21.
Proprietary Rights

Ownership
of Intellectual Property including, but not limited to, copyrights, patents, inventions resulting in work under this Subcontract Agreement shall be
governed in accordance with the provisions of the JV Agreement dated 15 December 2007.

H.22.
Equal Opportunity

The
Equal Opportunity clauses required by 41CFR 60-1.4(a)(7), 41CFR 60-250.5(a), and 41 CFR 60-741.5(a) are included for
reference in this Subcontract Agreement.

H.23.
Disputes

It
shall be the obligation of the Subcontractor to exercise due diligence to discover and to bring to the attention of FPII, at the earliest possible time, any
ambiguities, discrepancies, inconsistencies, or conflicts in or between any of the technical or contractual provisions hereof.

Any
dispute arising under this Subcontract, which is not settled by agreement of the parties shall be settled pursuant to the disputes clause of the Joint Venture Agreement that
established Force Dynamics LLC. Pending any decision the Subcontractor shall proceed diligently with the performance of this Subcontract as directed by FPII.

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In
cases where Purchase Orders under this Subcontract Agreement are awarded in furtherance of the Government Prime Contract, if a decision relating to the Prime Contract is made by the
Contracting Officer and such decision is also related to the Purchase Orders, said decision, if binding upon FPII under the Prime Contract shall in turn be binding upon FPII and Subcontractor with
respect to such matter; provided, however, that if Subcontractor disagrees with any such decision made by the Contracting Officer and FPII elects not to appeal such decision, Subcontractor shall have
the right reserved to FPII under the Prime Contract with the Government to prosecute a timely appeal in the name of FPII, as permitted by the contract or by law. Subcontractor shall bear its own legal
and related costs. If FPII elects not to appeal such decision, FPII agrees to notify Subcontractor in a timely fashion after receipt of such decision and to assist Subcontractor in its prosecution of
any such appeal in every reasonable manner. If FPII elects to appeal any such decision of the Contracting Officer, FPII agrees to furnish Subcontractor promptly with a copy of such appeal. Any
decision upon appeal, if binding upon FPII, shall in turn be binding upon Subcontractor pending any decision either by the Contracting Officer or on appeal, Subcontractor shall proceed diligently with
performance of the Purchase Order.

If,
as a result of any decision or judgment which is binding upon Subcontractor and FPII, as provided above, FPII is unable to obtain payment or reimbursement from the Government under
the Prime Contract for, or is required to refund or credit to the Government, any amount with respect to any item or matter for which FPII has reimbursed or paid Subcontractor, Subcontractor shall, on
demand, promptly repay such amount to FPII. Additionally, pending the final conclusion of any appeal hereunder, Subcontractor shall, on demand, promptly repay any such amount to FPII. FPII's maximum
liability for any matter connected with or related to this Subcontract Agreement which was properly the subject of a claim against the Government under the Prime Contract shall not exceed the amount
of FPII's recovery from the Government.

Subcontractor
agrees to provide certification that data supporting any claim made by Subcontractor hereunder is made in good faith and that the supporting data is accurate and complete
to the best of Subcontractor's knowledge or belief, all in accordance with the requirements of the Contract Disputes Act of 1978 (41 U.S.C. 601-613) and implementing regulations. If any
claim of Subcontractor is determined to be based on fraud or misrepresentation, Subcontractor agrees to defend, indemnify and hold buyer harmless for any and all liability, loss and cost or expense
resulting there from.

H.24.
General Relationship

Subcontractor
agrees that in all matters relating to this Subcontract it shall be acting as an independent contractor and shall assume and pay all undisputed
liabilities and perform all obligations imposed with respect to the performance of this Subcontract. Subcontractor shall have no right, power or authority to create any obligation, expressed or
implied, on behalf of FPII and/or the Government and shall have no authority to represent FPII as an agent unless whenever designated by this Agreement or any subcontract modification

H.25.
Organizational Conflict of Interest

It
is understood by both Parties that neither Party is knowingly adversely affected by organizational conflict of interest related to this procurement as of
the date of this Subcontract Agreement. The Parties agree that should either Party determine, in its sole discretion, that an organizational conflict of interest exists as a result of its further
pursuit of the procurement effort contemplated by this Agreement, this Subcontract Agreement may be terminated at the request of either Party.

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H.26.
RESERVED

H.27.
Effect of Any Invalidity of Any Provision(s)

The
invalidity in whole or in part of any provision of this Subcontract Agreement shall not affect the validity of any other provision(s) of this Subcontract.

H.28.
Taxes

Unless
otherwise provided herein, the price of the supplies/services includes all applicable federal, state, and local taxes

H.29.
FPII's Review and Approval



H.30.
Rights in Data and Computer Software

Unless
otherwise set forth herein, all technical data and computer software developed for the performance of this Subcontract shall be delivered to FPII on the
basis that the Government's rights thereto will be unlimited and unrestricted respectively as defined in FAR/DFARS of the Prime Contract

H.31.
Order of precedence

In
the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following
order as each section noted may have been modified:



H.32.
Liability

Excepting
any claims based on any infringement of proprietary rights, in no event will either Party be liable for consequential damages of any kind, including
without limitation loss of profits or other incidental or special damages whether due to or based upon delay, breach of contract, warranty, tort, negligence or strict liability.

H.33.
Invention Disclosures and Reports

Prior
to final payment and as a condition thereof, Subcontractor shall submit to FPII all invention disclosures and reports if required by the U.S. Government
FPII is responsible for transmitting to the Government all such information supplied by Subcontractor.

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H.34.
Acceptance of Agreement

This
Agreement becomes a binding subcontract, subject to the terms and conditions hereof, when executed by both Parties.

H.35.
Entire Agreement

Upon
execution of this Subcontract, the Parties agree that the provisions under this Subcontract including all documents incorporated herein by reference,
shall constitute the entire Agreement between the parties hereto and supersede all prior agreements, relating to the subject matter hereof. This Subcontract may not be modified or terminated orally,
and neither modification nor any claimed waiver of any of the provisions hereof shall be binding unless in writing and signed by the Party against whom such modification or waiver is sought to be
enforced.

SECTION IGENERAL PROVISIONS

GOVERNMENT FLOW DOWN PROVISIONS

The following Federal Acquisition Regulations (FARs) and agency FAR Supplement clauses are incorporated herein by reference and made a
part hereof. The FAR and FAR Supplement clauses are the versions in effect as noted in the prime contract. Except as may be expressly otherwise provided below in each of such clauses, "Contractor"
shall mean "Subcontractor "; "Subcontractor" shall mean "Subcontractor's subcontractor"; and "Contract" shall mean "this Agreement." "Contracting Officer", "Government" and "Prime Contractor" shall
mean FPII". Except for those clauses having to do with Audits and Audit rights and disclosure of financial and accounting data; the terms "Contracting Officer" and "Government" shall remain Government
entities.

The
Subcontractor, by accepting this Subcontract Agreement, hereby represents, warrants and certifies that it is in compliance with the following clauses and is, therefore, eligible for
award.

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FAR
Clauses Incorporated by Reference

|               |  |                                                                                                                                    
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|
|52.202-1       |  | Definitions (July 2004)                                                                                                            
|52.203-3       |  | Gratuities (Apr 1984)                                                                                                              
|52.203-5       |  | Covenant Against Contingent Fees (Apr 1984)                                                                                        
|52.203-6       |  | Restrictions on Subcontractor Sales to the Government (July 1995)                                                                  
|52.203-7       |  | Anti-Kickback Procedures (July 1995)                                                                                               
|52.203-8       |  | Cancellation, Rescission, and Recovery of Funds for Illegal Activity (Jan 1997)                                                    
|52.203-10      |  | Price or Fee Adjustment for illegal or Improper Activity (Jan 1997)                                                                
|52.203-12      |  | Limitation on Payments to Influence Certain Federal Transactions (Sept 2005)                                                       
|52.204-4       |  | Printed or Copied Double-Sided on Recycled Paper (Aug 2000)                                                                        
|52.204-7       |  | Central Contractor Registration (Jul 2006)                                                                                         
|52.209-6       |  | Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Jan 2005)
|52.211-5       |  | Material Requirements (Aug 2000)                                                                                                   
|52.211-15      |  | Defense Priority and Allocation Requirements (Sept 1990)                                                                           
|52.215-2       |  | Audit and Records -Negotiation (June 1999)                                                                                         
|52.215-8       |  | Order of Precedence- Uniform Contract Format (Oct 1997)                                                                            
|52.215-14      |  | Integrity of Unit Prices (Oct 1997)                                                                                                
|52.215-15      |  | Pension Adjustments and Asset Reversions (Oct 2004)                                                                                
|52.215-18      |  | Reversion or Adjustment of Plans for Postretirement Benefits (July 2005)                                                           
|52.219-8       |  | Utilization of Small Business Concerns (May 2000)                                                                                  
|52.219-9       |  | Small Business Subcontracting Plan (Sep 2006)                                                                                      
|52.219-9 AltII |  | Small Business Subcontracting Plan (Sep 2006) Alternate II                                                                         
|52.219-16      |  | Liquidated DamagesSubcontracting Plan (Jan 1999)                                                                                  
|52.222-1       |  | Notice to the Government of Labor Disputes (Feb 1997)                                                                              
|52.222-3       |  | Convict Labor (June 2003)                                                                                                          
|52.222-4       |  | Contract Work Hours and Safety Standards ActOvertime Compensation (Jul 2005)                                                      
|52.222-19      |  | Child LaborCooperation with Authorities and Remedies (Jan 2006)                                                                   
|52.222-20      |  | Walsh-Healey Public Contracts Act (Dec 1996)                                                                                       
|52.222-26      |  | Equal Opportunity (Apr 2002)                                                                                                       
|52.222-35      |  | Affirmative Action for Special Disabled and Vietnam Era Veterans (Dec 2001)                                                        
|52.222-36      |  | Affirmative Action for Handicapped Workers (June 1998)                                                                             
|52.222-37      |  | Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006)              
|52.223-3       |  | Hazardous Material Identification and Material Safety Data (Jan 1997)                                                              
|52.223-5       |  | Pollution Prevention and Right-to-Know Information (Aug 2003)                                                                      
|52.223-6       |  | Drug-Free Workplace (May 2001)                                                                                                     
|52.223-12      |  | Refrigeration Equipment and Air Conditioners (May 1995)                                                                            
|52.223-14      |  | Toxic Chemical Release Reporting (Aug 2003)                                                                                        
|52.224-1       |  | Privacy Act Notification (Apr 1984)                                                                                                
|52.224-2       |  | Privacy Act (Apr 1984)                                                                                                             
|52.225-13      |  | Restrictions on Certain Foreign Purchases (Feb 2006)                                                                               
|52.227-1       |  | Authorization and Consent (July 1995)                                                                                              
|52.227-2       |  | Notice and Assistance Regarding Patent and Copyright Infringement (Aug 1996)                                                       
|52.227-21      |  | Technical Data Declaration, Revision and Withholding of PaymentMajor Systems (Jan 1997)                                           
|52.227-22      |  | Major System-Minimum Rights (June 1987)                                                                                            
|52.229-3       |  | Federal, State, and Local Taxes (Apr 2003)                                                                                         
|52.232-1       |  | Payments (1984)                                                                                                                    

15

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|               |  |                                                                                
|-------------- |  | -------------------------------------------------------------------------------
|
|52.232-8       |  | Discounts For Prompt Payment (Feb 2002)                                        
|52.232-9       |  | Limitation on Withholding of Payments (Apr 1984)                               
|52.232-11      |  | Extras (Apr 1984)                                                              
|52.232-17      |  | Interest (Jun 1996)                                                            
|52.232-18      |  | Availability of Funds (Apr 1984)                                               
|52.232-23      |  | Assignment of Claims (Jan 1986)                                                
|52.232-23 AltI |  | Assignment of Claims (Jan 1986)Alternate I                                    
|52.232-25      |  | Prompt Payment (Oct 2003)                                                      
|52.232-32      |  | Performance-Based Payments (Feb 2002)                                          
|52.232-33      |  | Payment by Electronic Funds TransferCentral Contractor Registration (Oct 2003)
|52.233-1       |  | Disputes (July 2002)                                                           
|52.233-1 AltI  |  | Disputes (Jul 2002)Alternate I                                                
|52.233-3       |  | Protest After Award (Aug 1996)                                                 
|52.242-13      |  | Bankruptcy (July 1995)                                                         
|52.242-15      |  | Stop-Work Order (Aug 1989)                                                     
|52.242-17      |  | Government Delay of Work (Apr 1984)                                            
|52.243-1       |  | Changes-Fixed Price ((Aug 1987)                                                
|52.243-7       |  | Notification of Changes (Apr 1984)                                             
|52.244-2       |  | Subcontracts (Aug 1998)                                                        
|52.244-5       |  | Competition in Subcontracting (Dec 1996)                                       
|52.244-6       |  | Subcontracts for Commercial Items and Commercial Components (Feb 2006)         
|52.245-2       |  | Government Property (Fixed Price Contracts) (May 2004)                         
|52.246-15      |  | Certificate of Conformance (Apr 1984)                                          
|52.246-16      |  | Responsibility for Supplies (Apr 1984)                                         
|52.246-24      |  | Limitation of LiabilityHigh Value Items (Feb 1997)                            
|52.247-48      |  | F.O.B. DestinationEvidence of Shipment (Feb 1999)                             
|52.247-55      |  | F.O.B. Point for Delivery of Government-Furnished Property (Jun 2003)          
|52.247-58      |  | Loading, Blocking, and Bracing of Freight Car Shipment (Apr 1984)              
|52.249-2       |  | Termination for Convenience of the Government (Fixed Price) (May 2004)         
|52.249-8       |  | Default (Fixed-Price Supply and Service) (Apr 1984)                            
|52.251-1       |  | Government Supply Sources (Apr 1984)                                           
|52.253-1       |  | Computer Generated Forms (Jan 1991)                                            
|52.252-2       |  | Clauses Incorporated by Reference (Feb 1998)                                   

DOD FAR Supplement Clauses Incorporated by Reference

16

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|             |  |                                                                                                                                            
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------
|
|252.203-7001 |  | Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (Dec 2004)                                            
|252.203-7002 |  | Display of DoD Hotline Poster (Dec 1991)Required for contracts over $5M                                                                   
|252.204-7000 |  | Disclosure of Information (Dec 1991)                                                                                                       
|252.204-7003 |  | Control of Government Personnel Work Product (Apr 1992) 252-204-7004 AltA Central Contractor Registration (52.204-7) Alternate A (Nov 2003)
|252.205-7000 |  | Provision of Information to Cooperative Agreement Holders (Dec 1991)                                                                       
|252.209-7004 |  | Subcontracting with Firms that are Owned or Controlled by the Government Of a Terrorist Country (Mar 1998)                                 
|252.211-7000 |  | Acquisition Streamlining (Dec 1991)                                                                                                        
|252.219-7003 |  | Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DOD Contracts) (Apr 1996)                                   
|252.219-7011 |  | Notification to Delay Performance (Jun 1998)                                                                                               
|252.223-7004 |  | Drug-Free Workforce (SEP 1988)                                                                                                             
|252.225-7001 |  | Buy America Act and Balance of Payments Programs (Jun 2005)                                                                                
|252.225-7002 |  | Qualifying Country Sources As Subcontractors (Apr 2003)                                                                                    
|252.225-7013 |  | Duty Free Entry (June 2005)                                                                                                                
|252.225-7040 |  | Contractor Personnel Authorized to Accompany U.S. Armed Forces Deployed Outside the United States (Jun 2006)                               
|252.227-7013 |  | Rights in Technical DataNoncommercial Items (Nov 1995)                                                                                    
|252.227-7014 |  | Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Jun 1995)                                     
|252.227-7015 |  | Technical DataCommercial Items (Nov 1995)                                                                                                 
|252.227-7016 |  | Rights in Bid or Proposal Information (Jun 1995)                                                                                           
|252.227-7019 |  | Validation of Asserted RestrictionsComputer Software (Jun 1995)                                                                           
|252.227-7025 |  | Limitation on Use or Disclosure of Government-Furnished Information Marked With Restrictive Legends (June 1995)                            
|252.227-7027 |  | Deferred Ordering of Technical Data or Computer Software (Apr 1988)                                                                        
|252.227-7030 |  | Technical Data-Withholding of Payment (Mar 2000)                                                                                           
|252.227-7037 |  | Validation of Restrictive Markings on Technical Data (Sept 1999)                                                                           
|252.243-7002 |  | Requests for Equitable Adjustments (Mar 1998)                                                                                              
|252.244-7000 |  | Subcontracts for Commercial Items and Commercial Components (Dod Contracts) (Nov 2005)                                                     
|252.245-7001 |  | Reports of Government Property (May 1994)                                                                                                  
|252.246-7000 |  | Material Inspection and Receiving Report (Mar 2003)                                                                                        
|252.247-7023 |  | Transportation of Supplies by Sea (May 2002)                                                                                               
|252.249-7002 |  | Notification of Anticipated Program Termination or Reduction (Dec 1996)                                                                    

17

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Attachment 1
Statement of Work

Contract Administration and Revenue Management/Invoicing Services
Statement of Work (SOW)

The parties agree that the functions of Contract Administration and Revenue Management/Invoicing Services for Prime Contract
M67854-07-D-5031 which are currently being provided by Force Protection Industries, Inc. (FPII) shall be transferred to General Dynamics Land
Systems, Inc. (GDLS) at no additional cost to the subcontract between GDLS and FPII in support of the prime contract. The transfer of these duties does not in any way transfer or assign
contract performance or responsibility from FPII to GDLS. Nor does this transfer increase or decrease the contractual liabilities of FPII or GDLS. Either party may terminate this SOW, in whole or in
part, with 60 days prior written notice to the other party.



Attachment 1-1

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GDLS
conduct of the above tasks is conditioned upon FPII securing a modification from the USG recognizing GDLS as an additional authorized contract interface on the prime contract.



Attachment 1-2

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