Exhibit 10.18

|                            |  |                             |  |                               |  |              
|--------------------------- |  | --------------------------- |  | ----------------------------- |  | -------------
|SALES AUTHORIZATION RELEASE |  | MASTER PROJECT #            |  |                              
|                            |  |                             |  | PROJECT #                     |  |              
|                            |  |                             |  | WORK ORDER #                  |  |              
|CONTRACT:                   |  | STC004135                   |  | SALES AUTHORIZATION RELEASE # |  | 0623        
|MODIFICATION:               |  | 1                           |  | CONTRACT/MOD TYPE:            |  | FFP          
|CONTRACT/MOD DATE:          |  | August 8, 2006              |  | PROGRAM MGMT POC:             |  | Mike Martyn  
|F.O.B. POINT                |  | Origin (FPI Facility)       |  | CONTRACT POC:                 |  | Terry LaBorde
|DESCRIPTION:                |  | ILAV Vehicles & FSR Support

SCOPE OF WORK:

SPECIAL
TERMS & CONDITIONS, IF APPLICABLE:

NOTE:
Contract and contract modifications are available on S/Library/Contracts

---



BAE SYSTEMS LAND & ARMAMENTS, L.P., GROUND SYSTEMS DIVISION
MODIFICATION NO: 01SUBCONTRACT NO: SCT004135
SECTION 1SUBCONTRACT FORM
03 AUGUST 2006

|    |  |                                   |  |       |  |                                     
|--- |  | --------------------------------- |  | ----- |  | ------------------------------------
|To: |  | Force Protection Industries, Inc. |  | From: |  | BAE Systems Land & Armaments L.P.   
|    |  | 9801 Highway 78                   |  |       |  | Ground Systems Division             
|    |  | Building 1                        |  |       |  | P.O. Box 15512                      
|    |  | Ladson, SC 29456                  |  |       |  | York, PA 17405-1512                 
|    |  | Attention: Otis Byrd              |  |       |  | Attention: Terrence L. LaBorde      
|    |  | Title: Director of Contracts      |  |       |  | Title: Senior Subcontract Specialist

THIS MODIFICATION NO: 01 TO SUBCONTRACT SCT004135, entered into by and betweenBAE Systems Land &
Armaments L.P.,a Delaware registered limited partnership, acting through itsGround Systems
Division,address shown above (hereinafter referred to as"GSD"), andForce Protection
Industries, Inc.,a corporation organized and existing under the laws of the State of Nevada (hereinafter referred to as "Subcontractor"or"Contractor") is issued in accordance with the Changes clause to incorporate
negotiated Terms and Conditions throughout Sections 1 through 10.

WHEREAS, GSD and Subcontractor wish to modify the Subcontract.

NOW THEREFORE, in consideration of the foregoing and the undertakings hereinafter set forth, GSD and the Subcontractor do hereby agree to the following:

1.     Subcontract Form

1.1   General Subcontract Information

This
Subcontract is issued under:

|                                              |                            |             |                                   
|--------------------------------------------- | -------------------------- | ----------- | ----------------------------------
|                                              | GSD Prime Contract Number: |             | W56HZV-06-D-VB01                  
|                                              | DPAS Rating:               |             | DOA4                              
|                                              | Program:                   |             | Iraqi Light Armored Vehicle
(ILAV)
|                                              | Subcontract Issue Date:    |             | 14 June 2006                      
|Original Subcontract Value & Funding:         |                            | $51,266,969
|Modification Decrease In Value & Funding:     |                            | 1,042,302  
|Subcontract Total Price This Modification 01: |                            | $50,224,667

Unless
otherwise agreed to by the parties, GSD shall award Subcontractor fifty percent (50%) of all vehicles ordered under the prime contract as well as all spares and Contractor Logistic Support
(CLS) services for the term of the prime contract.

Prime
Contract Number: W56HZV-06-D-VB01

1.2   Execution of Required Activity

The
Subcontractor shall provide all necessary resources to include but not be limited to labor, material, equipment, facilities, and management to accomplish the effort prescribed herein and shall
otherwise fully comply with the terms and conditions of this Subcontract.

The
Subcontractor has also represented that it does not require additional GSD or Government Furnished Facilities for completion of the effort prescribed hereunder unless otherwise agreed to by

1

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both
parties and addressed herein to provide for the allowable use of the stated facilities by the Subcontractor.

1.3   Inclusive Sections

Documents
comprising this Subcontract are as follows:

|           |  |                                           |  |               |  |           
|---------- |  | ----------------------------------------- |  | ------------- |  | ----------
|
|Section 1  |  | Subcontract Form                          |  | 3 August 2006 |  | 01        
|Section 2  |  | Supplies or Services and Prices/Costs     |  | 3 August 2006 |  | 01        
|Section 3  |  | Description/Specifications/Work Statement |  | 3 August 2006 |  | 01        
|Section 4  |  | Packaging and Marking                     |  | 3 August 2006 |  | 01        
|Section 5  |  | Inspection and Acceptance                 |  | 3 August 2006 |  | 01        
|Section 6  |  | Deliveries or Performance                 |  | 3 August 2006 |  | 01        
|Section 7  |  | Subcontract Administrative Data           |  | 3 August 2006 |  | 01        
|Section 8  |  | Special Subcontract Requirements          |  | 3 August 2006 |  | 01        
|Section 9  |  | Subcontract Clauses                       |  | 3 August 2006 |  | 01        
|Section 10 |  | List of Attachments                       |  | 3 August 2006 |  | 01        
|Section 11 |  | Representations and Certifications*       |  | 14 June 2006  |  | Base Sub/C

---

1.4   Contract Type

GSD
and Subcontractor have negotiated and mutually agreed upon the Subcontract requirements establishing a Firm Fixed Price agreement in the amount of $50,224,667.

1.5   Representations, Certifications and Compliance with Statutes/Regulations

The
Subcontractor's Section 11, Representations and Certifications, previously submitted, are incorporated herein by reference and made a part hereof.

In
the performance of this Subcontract, the parties shall comply with all applicable statutes and Governmental rules, regulations and orders, to include, but not be limited to, those statutes and
Governmental rules related to labor and employment, environmental, and export control.

1.6   Finalization of Technical Data Pack (TDP)

Subcontractor
shall provide the preliminary Technical Data Pack for the ILAV to include engineering drawings and data, and the baseline Bill of Material (BOM), collectively referred to as "TDP". As a
condition to Subcontractor's acceptance of the Delivery Schedule and Contract Price, GSD agrees to provide at no cost to Subcontractor the engineering resources necessary to finalize the TDP and the
(Transition to Production) (TTP) identified in Section 1.8 as soon as possible. For planning purposes Subcontractor estimates three (3) hull design engineers, two (2) cab interior
design engineers, and three (3) CAD designers will be required in addition to the TDP for the Marine Corps TAGS.

Subcontractor
shall at all times retain control over all design and engineering changes to the TDP and GSD shall not make any final changes without Subcontractor's prior approval.

2

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1.7   General Division of Responsibility ("X" Denotes Primary Responsibility)

The Prime Contract effort shall be principally divided between the parties as follows:

|                    |  |                       |  |                            |  |                
|------------------- |  | --------------------- |  | -------------------------- |  | ---------------
|
|Vehicle Engineering |  | Customer POC          |  | X                          |  |                
|                    |  |                       |  | License from Subcontractor |  |                
|                    |  | ILAV                  |  |                            |  | X              
|                    |  | Finalize Design       |  |                            |  | X              
|                    |  | Configuration Control |  |                            |  | X              
|                    |  | Finalize TDP          |  | X                          |  |                
|                    |  | Develop TTP           |  | X                          |  |                
|                    |  | Vehicle Testing       |  | X                          |  | Support        
|Procurement         |  | Finalize BOM          |  | X                          |  | Support        
|                    |  | Vendor Selection      |  | X                          |  |                
|                    |  | Planning              |  | X                          |  |                
|                    |  | Purchasing            |  | X                          |  | 8 Veh's        
|                    |  | Steel Supply          |  | X                          |  | 8 Veh's        
|                    |  | Material Distribution |  | X                          |  | 8 Veh's        
|Production*         |  | Hull Fabrication      |  | 50% of Veh's               |  | 50% of Veh's   
|                    |  | Automotive            |  | 50% of Veh's               |  | 50% of Veh's   
|                    |  | Integration           |  | Spartan Chassis            |  | Spartan Chassis
|                    |  | Final Assembly        |  | 50% of Veh's               |  | 50% of Veh's   
|                    |  | Q/A + Inspection      |  | 50% of Veh's               |  | 50% of Veh's   
|                    |  | Deliver to DCMA       |  |                            |  | X              
|CLS                 |  | Spares List           |  |                            |  | X              
|                    |  | Technical Manuals     |  |                            |  | X              
|                    |  | Training              |  |                            |  | X              
|                    |  | Field Service Reps    |  |                            |  | X              

---

GSD
shall provide Subcontractor with pertinent GSD information on, and access to, GSD vehicles at its or other facilities to enable Subcontractor to complete the CLS work. Subcontractor shall provide
Spartan with pertinent Subcontractor information on and access to it facilities, with respect to final assembly.

1.8   Manufacturing Engineering

GSD
agrees to provide, at no cost to the Subcontractor, complete TTP documentation for the Vehicles to include without limitation, manufacturing processes, fixtures, tooling, routing and work
instruction. The TTP shall be sufficient for Subcontractor to create a Vehicle Production Line substantially similar to GSD's Production Line.

1.9   Production License Agreement

The
Production License between GSD and Subcontractor is hereby incorporated by reference and is appended hereto as Attachment 10.10. This reference is stated with the same force and effect as if
provided in full text.

3

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1.10 Export License

GSD
shall be responsible for securing all export licenses and other authorizations required in order for the Subcontractor to perform its obligations hereunder for this program.

1.11 Logistic Support Agreement

The
Logistic Support Agreement, dated 13 June2006 (informally referred to as "5 Year Agreement") between GSD and Subcontractor is hereby incorporated by reference and is appended hereto as
Attachment 10.11. This reference is stated with the same force and effect as if provided in full text.

1.12 Confidentiality

The
parties shall comply with the terms of the Confidentiality Agreement signed and dated April 21, 2006.

1.13 Entire Agreement

This
Subcontract, including any documents incorporated by reference, is intended to be a complete integration and there are no prior or contemporaneous different or additional agreements pertaining to
the subject matter of this Subcontract. Upon Subcontractor's acceptance, this document shall be the complete and exclusive document pertaining to any effort under this Subcontract.

NOTE: Only GSD's Authorized Subcontract Representative and Subcontractor's Authorized Contract Representative have authority to modify this Subcontract on behalf of GSD. All
changes and modifications to this Subcontract shall be entered into in accordance with Section 9, Clause 9.3, Changes, of this Subcontract.

1.14 Subcontractor Acceptance

The
Subcontractor's acceptance of this Subcontract shall be indicated by affixing authorized signature on two (2) originals of this Subcontract and returning one (1) fully executed
original to GSD's Authorized Subcontracts Representative identified in Section 7, Subcontract Administrative Data.

SIGNATURES

Force Protection Industries, Inc.

BAE Systems Land & Armaments L.P.
Ground Systems DivisionBy:

/s/ RAYMOND POLLARD

By:

/s/ TERRENCE LABORDEName:

Raymond W. Pollard

Name:

Terrence L. LaBordeTitle:

COO

Title:

Senior Subcontract SpecialistDate:

Aug 8, 2006

Date:

August 8, 2006


[END
OF SECTION 1]

4

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BAE SYSTEMS LAND & ARMAMENTS L.P., GROUND SYSTEMS DIVISION
MODIFICATION NO: 01SUBCONTRACT NO: SCT004135
SECTION 2SUPPLIES OR SERVICES AND PRICES/COSTS
03 AUGUST 2006

2.1   Base Supplies or Service Requirements

Item

Description

Quantity

Unit
Price

Price001

Provide supplies and/or services in accordance with Subcontract, Section 3, Description/Specifications/Statement of Work.PERFORMANCE BASELINE:

8

$158,495

$1,267,960Material8 VehiclesSupply material kits for8 ILAV vehicles per SOW requirements.

TOTAL SLIN 001

N/A

$1,267,960002

Provide supplies and/or services in accordance with Subcontract, Section 3, Description/Specifications/Statement of Work.PERFORMANCE BASELINE:

1

$30,459

$30,459Weld CapsuleProvided labor to weld 1 eachcapsule per SOW requirements.

TOTAL SLIN 002

N/A

$30,459003

Provide supplies and/or services in accordance with Subcontract, Section 3, Description/Specifications/Statement of Work.PERFORMANCE BASELINE:

8

$202,496

$1,619,96895 VehiclesSupply Labor per SOW requirementsfor fabrication and final integration of 95 vehicles.

48

$202,556

$9,722,688GSD to provide all material in accordance with the Prime Contract other than Automotive Integration material from Spartan.

39

$237,541

$9,264,099Subcontractor shall contract with Spartan for Automotive Integration for 95 vehicles.

TOTAL SLIN 003

N/A

$20,606,755004

Provide services in accordance with Subcontract, Section 3, Description/Specifications/Statement of Work.PERFORMANCE BASELINE:

75

$77,992

$5,849,40075 VehiclesSupply Labor per SOW requirements for fabrication and final integration of 75 vehicles. GSD to provide all material in accordance with the Prime Contract. No Automotive
Integration, including materials required from subcontractor. GSD will contract with Spartan for the Automotive Integration including materials.

TOTAL SLIN 004

N/A

$5,849,400


5

---



Item

Description

Quantity

Unit
Price

Price005

Provide Logistic Support (CLS) in accordance with Subcontract, Section 3, Description/Specifications/Statement of Work.PERFORMANCE BASELINE:(Based on Maximum 378 Vehicles)

378

$59,445

$22,470,093A. Maintenance
B. Training
C. Instruction ManualsD. Shakedown Test Support

TOTAL SLIN 005

N/A

$22,470,093006

Provide Data Items as Required in accordance with SOW requirements and SDRL contained in Attachment 10.3

N/A

N/A

NSP


Total Program Price: $50,224,667
Total Funding Authorized: $50,224,667
SLINS 001, 002, 003, 004 and 005 are fully funded.

Note: Unit Prices do not include BAE Vehicle build Royalty/License payment requirements. This shall be performed under the Production License in accordance with the terms
stated therein.

2.2   Option Requirements

Option
Year

Description

Vehicle
Ranges

Unit Price
& UM

Extended
Price

Funding
Status1

Provide services in accordance with Subcontract, Section 3, Description/Specifications/Statement of Work.


174

$
77,992 Ea

TBD

UnfundedPERFORMANCE BASELINE:Supply Labor per SOW requirements for fabrication and final integration for a maximum of 74 vehicles. GSD to provide all material in accordance with the Prime Contract. No Automotive Integration, including materials
required from subcontractor. GSD will contract with Spartan for the Automotive Integration including materials.


6

---



Option
Year

Description

Vehicle
Ranges

Unit Price
& UM

Extended
Price

Funding
Status2

Provide services in accordance with Subcontract, Section 3, Description/Specifications/Statement of Work.


1262

$
77,491 Ea

TBD

UnfundedPERFORMANCE BASELINE:Supply Labor per SOW requirements for fabrication and final integration for a maximum of 262 vehicles. GSD to provide all material in accordance with the Prime Contract. No Automotive Integration, including materials
required from subcontractor. GSD will contract with Spartan for the Automotive Integration including materials.


Note: Unit Prices do not include BAE Vehicle build Royalty/License payment requirements.

7

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BAE SYSTEMS LAND & ARMAMENTS L.P., GROUND SYSTEMS DIVISION  MODIFICATION NO: 01 SUBCONTRACT NO: SCT004135  SECTION 3DESCRIPTION / SPECIFICATIONS / STATEMENT OF WORK  03 AUGUST 2006

3.1The Statement of Work (SOW) as referenced below is hereby incorporated by reference and is stated to
include all paragraphs, subparagraphs and referenced performance requirements noted within the subject document and associated supplemental attachments unless otherwise stated.

3.2Documents referenced herein are hereby incorporated by reference and are stated to include all paragraphs,
subparagraphs and referenced performance requirements noted within the subject document and associated supplemental attachments unless otherwise stated.

3.3Attachment References:

STATEMENT OF WORKStatement of Work:

Section 10, Attachment 10.2Titled:

Statement of Work for IraqiLight Armored Vehicle (ILAV)Original Date:

13 June 2006Revision:

001Revision Date:

14 June 2006EXHIBIT AExhibit:

Section 10, Attachment 10.3Titled:

Contract Data Requirements ListOriginal Date:

2 May 2006Revision:

N/ARevision Date:

N/APERFORMANCE
SPECIFICATIONPerformance Specification:

Section 10, Attachment 10.4Titled:

Specification (Prime Contract)Original Date:

24 May 2006Revision:

N/ARevision Date:

N/ATECHNICAL INFORMATIONTechnical Information:

Section 10, Attachment 10.5Titled:

Technical InformationOriginal Date:

24 May 2006Revision:

N/ARevision Date:

N/A


8

---



SHAKEDOWN TEST PLANTest Plan:

Section 10, Attachment 10.6Titled:

ILAV Shakedown Test PlanOriginal Date:

24 May 2006Revision:

N/ARevision Date:

N/ADATA ITEM DESCRIPTIONS (DID's)DID:

Section 10, Attachment 10.7Titled:

Data Item Descriptions forExhibit AOriginal Date:

24 May 2006Revision:

N/ARevision Date:

N/AVEHICLE ACCEPTANCE
TESTAcceptance Tests:

Section 10, Attachment 10.8Titled:

ILAV Production VehicleAcceptance TestOriginal Date:

24 May 2006Revision:

N/ARevision Date:

N/AVEHICLE SURVIVABILITYTechnical Information:

Section 10, Attachment 10.9Titled:

Technical InformationVehicleSurvivabilityOriginal Date:

25 May 2006Revision:

N/ARevision Date:

N/A


9

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PRODUCTION LICENSE
AGREEMENTProduction License:

Section 10, Attachment 10.10Titled:

Production LicenseOriginal Date:

13 June 2006Revision:

N/ARevision Date:

N/ALOGISTIC/SPARES
AGREEMENTTechnical Information:

Section 10, Attachment 10.11Titled:

Logistic Support AgreementOriginal Date:

13 June 2006Revision:

N/ARevision Date:

N/A


[END
OF SECTION 3]

10

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BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01SUBCONTRACT NO: SCT004135
SECTION 4PACKAGING AND MARKING
03 AUGUST 2006

4.1   Reserved

4.2   Packaging

All goods shall be packaged by the Subcontractor in accordance with good commercial practice, unless expressly referenced otherwise within this Subcontract or
documents referenced therein, in a manner sufficient to ensure arrival in a condition free of damage and deterioration. Parts packaged in each container shall be wrapped or separated by such
protective barrier material to protect surfaces, machined finishes, etc., as is necessary for the particular commodity shipped. Commingling of parts will not be accepted; each item must be packaged in
a separate container and so identified. Containers within a container are permissible. GSD reserves the right to reject and/or refuse delivery of goods damaged in transit as a result of improper
packaging or material improperly segregated and/or identified. In such cases, goods will be returned to Subcontractor at Subcontractor's expense.

4.3   Labeling of Packaging Cartons, Crates, Etc.

Subcontractor must label all cartons, crates, etc. All labeling must be legible and easily discernible. All materials, regardless of commodity, assemblies, and
all rubber products will bear the following data on the exterior of cartons, crates, etc., either by stenciling or permanently affixed label:



4.4   Part Identification

Every part supplied must be identified by assigned Subcontract Number. The assigned Subcontract Number appears above the face page of the Subcontract. The
Subcontract Number may be stamped, engraved, etched or otherwise permanently applied. Small parts (bolts, nuts, screws, washers, springs, gaskets, shims and similar items) will be tagged and/or the
box or container in which these parts are packaged shall be marked as stated above.

4.5   Shipment of Rework/Replacement Material

(A)  Subcontractor
shall ship rework/replacement material to GSD clearly identified as "Reworked Material" or "Replacement Material" and state in the
Non-Conformance (material) Report (NCR) the number and data specified in Clause D.2, Labeling of Packaging Cartons, Crates, Etc, above, on all correspondence including packing list,
invoice, and the Supplier Corrective Action Report (SCAR).

(B)  Orange
tag, otherwise known as "Reject Tag" (GSD Inspection Form 23), which is attached to rejected material when returned to Subcontractor, or similar
identifier, shall be attached to the rework/replacement material stating part number, NCR number, and contract number. Do not mix with material reworked on a different Non-Conformance
(material) Report (NCR) number or with new material.

(C)  Regardless
of the original production Subcontract number (number used on initial shipment), Subcontractor shall use the Subcontract number under which the material is
returned to the Subcontractor on all correspondence including packing list, invoice, and the Supplier Corrective Action Report.

[END
OF SECTION 4]

11

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BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01SUBCONTRACT NO: SCT004135
SECTION 5INSPECTION AND ACCEPTANCE
03 AUGUST 2006

5.1   52.252-2, Clauses Incorporated By Reference (FEB 1998) (Deviation)

This Subcontract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, GSD will make
their full text available. Also, the full text of a clause may be accessed electronically at the following addresses:http://www/desktop.osd.milor http://www.arnet.gov/far/orhttp://farsite.hill.af.mil/

Regulatory Cite

Title

Date/ / /Federal Acquisition Regulation Clauses/ / /52.246-2

Inspection of SuppliesFixed Price [Wherever this FAR Clause refers to the "Government" they shall be read as referring to the "Government and/or GSD except when the clause refers to Acceptance Requirements,
"]


AUG 199652.246-4

Inspection of ServicesFixed Price Price [Wherever this FAR Clause refers to the "Government" they shall be read as referring to the "Government and/or GSD except when the clause refers to Acceptance Requirements,
"]


AUG 199652.246-16

Responsibility for Supplies


APR 1984


5.2   Quality Assurance System

The Subcontractor shall provide and maintain a quality control system acceptable to GSD and, when applicable, the Government, for the goods or services purchased
under this Subcontract, and the Subcontractor shall permit GSD and the Government to review procedures, practices, processes and related documents to determine such acceptability.

The
quality system shall achieve (1) defect prevention and (2) process control, providing adequate quality controls throughout all areas of Subcontract performance.

You
represent that your performance under this Subcontract shall be in accordance with your quality system, which is in compliance with:



*FORCE PROTECTION BUSINESS OPERATING SYSTEM

Certification of compliance for the quality system identified above, by an independent standards organization, or auditor, is not required under this Subcontract
at this time. However, you shall attach a copy of any such certification(s) as proof of system compliance, as applicable. At any point during Subcontract performance, GSD and/or GSD's Customer reserve
the right to review your system to assess its effectiveness in meeting quality objectives.

12

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5.3   Reserved

5.4   Acceptance Inspection Equipment (AIE)

The Subcontractor shall provide all AIE necessary to ensure conformance of components and end items to Subcontract requirements.

Except
as otherwise expressly provided for under this Subcontract, the Subcontractor is responsible for the maintenance and calibration of all inspection and test equipment necessary to
ensure that the end item and its components conform to the Subcontract requirements.

The
Subcontractor shall provide all operations required to ensure continued availability of adequate and accurate inspection equipment. As such, the Subcontractor shall establish and
maintain a system for the calibration of that equipment used in fulfillment of Subcontract requirements. The calibration system shall prescribe equipment calibration intervals and sources, and may be
maintained on the documents normally used by the Subcontractor to define inspection operations.

GSD
and its Customer reserve the right to disapprove, at any time during performance of this Subcontract, any AIE not meeting the requirements of accepted design and calibration. All
equipment shall be made available to GSD and its Customer representative, at no additional cost, when required for product verification purposes.

5.5   Data Inspection and Acceptance

Acceptance of each data item submitted to GSD does not, in itself, constitute approval of the quality of the contents of that data item. GSD reserves the right to
review each data item submittal for content quality, either unilaterally or in conjunction with the Subcontractor, or in a joint GSD/Customer/Subcontractor meeting prior to final acceptance of the
data item.

If
it is determined by GSD that the quality of the data submitted is unacceptable, the Subcontractor shall be required to correct any deficiencies and resubmit the data item.

Acceptance
of each data item shall be provided in writing by GSD's authorized personnel.

5.6   Government Source Surveillance (GSS)

Government surveillance is required prior to shipment from your plant. Upon receipt of this Subcontract, promptly notify the Government representative who
normally services your plant so that appropriate planning for Government inspection can be accomplished. In the event the representative or office cannot be located, the BAE Systems Authorized
Procurement Representative shall be notified immediately. Unauthorized shipment of product without Government source surveillance may result in a withholding of invoice payment.

NOTE:
Three (3) days' written notice is required prior to submission for inspection for resident and seven (7) days' for itinerant Government representatives. Obtain Government
inspection prior to shipment. Receipt of material without GSS shall be cause for rejection. GSS shall not replace Subcontractor inspection nor relieve Subcontractor of its responsibility for
furnishing an acceptable end item.

5.7   Reserved

[END
OF SECTION 5]

13

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BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01SUBCONTRACT NO: SCT004135
SECTION 6DELIVERIES OR PERFORMANCE
03 AUGUST 2006

6.1   52.252-2, Clauses Incorporated By Reference (FEB 1998)(Deviation)

This solicitation incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, GSD will make
their full text available. Also, the full text of a clause may be accessed electronically at the following addresses:http://www/desktop.osd.milor http://www.arnet.gov/far/orhttp://farsite.hill.af.mil/

Regulatory Cite

Title

Date///Federal Acquisition Regulation Clauses/ / /52.242-15

Stop Work Order [Wherever this FAR Clause refers to the "Government" they shall be read as referring to the "Government and/or GSD"]


AUG 198952.247-65

F.O.B. OriginPrepaid FreightSmall Package Shipments


JAN 1991


6.2   Delivery

A     In
the performance of this Subcontract any and all deliveries are to be made in quantities and at times specified within the Subcontract. Delivery shall occur at the place
and in the manner indicated in Clause 6.3, Method and Place of Delivery shown below. Delivery is subject to the Subcontractor's receipt of GSD Furnished Material pursuant to Section 8.18
and GSD information pursuant to Section 1.6.

DELIVERY SCHEDULE

MONTH & YEAR

JUL 06

AUG 06

SEPT 06

OCT 06

NOV 06

DEC 06

JAN 07

FEB 07

MAR 07

APR 07

TOTALUNITS








2


10


20


30


32


32


32


13


171CUM








2


12


32


62


94


126


158


171


ACCELERATED DELIVERIES ARE ACEPTABLE AND ENCOURAGED.

B     Unless
otherwise stated elsewhere within the Subcontract, all deliveries shall be F.O.B. Subcontractor's receiving dock at its plant in the location indicated on the face
of the Subcontract. Subcontractor shall ship, pack, identify, and label goods in accordance with the "General Shipping Requirements" identified in Clause 6.4, Shipping.

C     Subcontractor
shall strictly adhere to the delivery and completion schedules specified in this Subcontract. If, at any time, Subcontractor believes it may be unable to
comply with the delivery or completion schedules, Subcontractor shall immediately notify GSD's Authorized Subcontract Representative in writing of the probable length of any anticipated delay and the
reasons for it, and shall continue to notify GSD's Authorized Subcontract Representative of any material change in the situation. In the event of such notification or of an actual failure by
Subcontractor to comply with the delivery or completion schedules, GSD may, in addition to all the other remedies available to GSD hereunder, require Subcontractor, at Subcontractor's expense, to ship
goodsviaair freight or expedited routing to avoid or minimize delay.

14

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6.3   Method and Place of Delivery

Method and place of delivery for items stated within Section 2, Supplies or Services and Prices/Costs shall be as follows:

A     Place:
All hardware deliverables shall be shipped to locations TBD in accordance with the DD 250 requirements.

B     All
data items as identified in the Subcontract Data Requirements List (SDRL) shall be issued/shipped to the following location as shown below:



C     Method:
All hardware deliverables shall be shipped via common carrier to ensure timely delivery of the product in accordance with Subcontract requirements.

All
data items shall be issued / shipped prepaid by the Postal Service, UPS, Federal Express, or similar service to ensure timely delivery of the data as specified by Subcontract
requirements. Advance copies of data items shall be accepted via email transmission to the following address:



NOTE:
Data items shall be provided in hard copy. Email transaction is only for advance information and does not waive the requirement for data deliverables to be provided in hardcopy format.

6.4   SHIPPING

Unless otherwise provided in the Subcontract, Subcontractor shall, for the price of goods indicated in the Subcontract as amended if applicable, pack and mark
material as specified in accordance with the following instructions; failure to comply will result in a charge-back:

A     All
shipments F.O.B. Subcontractor's loading dock must be shipped collect to GSD.

B     Shipments
less than150pounds (no more than50 pounds per package) must be
routed viaFEDEX GROUND COLLECTusingAccount Number 01710448-9 for all shipments to York,
PA.For shipments to BAE Systems facilities other than York, PA please contact the GSD Traffic and Distribution Department at the number(s) shown in Paragraph C, below
for the appropriate account number.

C     Shipments
of Less Than Truckload(LTL)(i.e., between 150 pounds to 15,000) must use the routing carrier identified by
State as shown on the chart below: If Subcontractor's F.O.B. point ZIP code differs
from the Subcontractor's Subcontract ZIP code, the Subcontractor must contact the GSD Traffic and Distribution Department at 717-225-8092 or
717-225-8236.

Shipping from:

Shipping to: York /
Aiken /Fayette

Shipping to Santa
Clara:Alabama

Con-Way Systems

RoadwayArizona

Roadway

Con-Way SystemsArkansas

Con-Way Systems

RoadwayCalifornia

Roadway

Con-Way SystemsColorado

Roadway

Con-Way SystemsConnecticut

Con-Way Systems

RoadwayDelaware

Con-Way Systems

Roadway


15

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Florida

Con-Way Systems

RoadwayGeorgia

Con-Way Systems

RoadwayIdaho

Roadway

Con-Way SystemsIllinois

Con-Way Systems

RoadwayIndiana

Con-Way Systems

RoadwayIowa

Con-Way Systems

RoadwayKansas

Roadway

Con-Way SystemsKentucky

Con-Way Systems

RoadwayLouisiana

Con-Way Systems

RoadwayMaine

Con-Way Systems

RoadwayMaryland

Con-Way Systems

RoadwayMassachusetts

Con-Way Systems

RoadwayMichigan

Roadway

Con-Way SystemsMinnesota

Roadway

Con-Way SystemsMississippi

Con-Way Systems

RoadwayMissouri

Con-Way Systems

RoadwayMontana

Roadway

Con-Way SystemsNebraska

Roadway

Con-Way SystemsNevada

Roadway

Con-Way SystemsNew Hampshire

Con-Way Systems

RoadwayNew Jersey

Con-Way Systems

RoadwayNew Mexico

Roadway

Con-Way SystemsNew York

Con-Way Systems

RoadwayNorth Carolina

Con-Way Systems

RoadwayNorth Dakota

Roadway

Con-Way SystemsOhio

Con-Way Systems

RoadwayOklahoma

Roadway

Con-Way SystemsOregon

Roadway

Con-Way SystemsPennsylvania

Con-Way Systems

RoadwayRhode Island

Con-Way Systems

RoadwaySouth Carolina

Con-Way Systems

RoadwaySouth Dakota

Roadway

Con-Way SystemsTennessee

Con-Way Systems

RoadwayTexas

Roadway

Con-Way SystemsUtah

Roadway

Con-Way SystemsVermont

Con-Way Systems

RoadwayVirginia

Con-Way Systems

RoadwayWashington

Roadway

Con-Way SystemsWashington DC

Con-Way Systems

RoadwayWest Virginia

Con-Way Systems

RoadwayWisconsin

Con-Way Systems

RoadwayWyoming

Roadway

Con-Way Systems//////////////

//////////////

//////////////Canada

Roadway

Roadway


NOTE:GSDWILL NOT, reimburse FOB origin charges that are prepaid and addedto
Subcontractor invoices without prior explicit authorization from GSD's Authorized Subcontract Representative. This includes
purchases made on credit card orders.

16

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A
Valid Subcontract Number MUST appear on shipping documents in the "Shipper's No." or "PO Number" area of the Bill of Lading. For Federal Express waybillsthe Subcontract Number must be
indicated in the "Your reference" field. Failure to indicate such information on waybills could result in back charges to the Subcontractor. Third party subcontractors MUST also adhere to the same
procedure.

D     The
Subcontractor must contact the GSD Traffic and Distribution Department 717-225-8092 or 717-225-8236 for shipping
instructions if the shipment is more than a full truckload of15,000pounds orPremium Expedite.

NOTE 1: ANY SUBCONTRACTOR SHIPPING WEIGHTS OVER 15,000 POUNDS BY LTL CARRIERS (ROADWAY OR CON-WAY SYSTEMS) WILL BE BACKCHARGED THE
DIFFERENCE BETWEEN THE LTL RATE AND A TRUCKLOAD RATE.

NOTE 2: ALL DROP SHIPMENTS SHOULD ADHERE TO THE ABOVE INSTRUCTIONS WITH THE EXCEPTION OF LTL. INSTEAD OF USING THE LTL CARRIER BY STATE SHOWN IN
THE CHART ABOVE, DROP SHIPMENTS CAN BE SHIPPED BY ROADWAY OR CON-WAYSYSTEMS. ALL SHIPMENTS SHOULD BE THIRD PARTY
BILLING TO BAE SYSTEMS, P.O. BOX 15512, YORK, PA 17405

E     All
shipments must contain a legible packing list for each Subcontract, as well as Certificates of Conformance, if required by the Subcontract. The packing list must
contain at least the following information: Subcontractor Name, Entire Part Number, Description of Material, GSD Subcontract Number, Quantity, and reference numbers keyed to any applicable GSD forms
such as Engineering Change Notice number (GSD-5018), Requests for Deviation and/or Requests for Waiver number (DD 1694).

Multiple
listing of Subcontracts on a packing list will not be accepted.

F      All
material delivered under this Subcontract must be on shipping pallets. To use a means other than pallets, written authorization must be received from the GSD's
Authorized Subcontract Representative. Pallets shall be constructed of high quality raw materials and parts, preferably mixed hardwoods, held together by coated or acid etched .8 penny nails or
equivalent staples. Stringers shall be notched to allow four-way (two-fork) entry; entry boards shall be chamfered. The size of the pallet shall conform to the amount of
material shipped thereon.

[END
OF SECTION 6]

17

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BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01SUBCONTRACT NO: SCT004135
SECTION 7SUBCONTRACT ADMINISTRATIVE DATA
03 AUGUST 2006

7.1   Subcontractor Administrative Information

(A)  The
Subcontractor is requested to list below the names and telephone numbers of cognizant persons pertaining to Subcontractor's response to this solicitation or
resulting Subcontract.

(1)

AdministrationName:

Miranda HallTitle:

Subcontract AdministratorPhone:

843-740-7015, Ext: 502(2)

Programs or EngineeringName:

Damon WalshTitle:

Vice PresidentProgram ManagementPhone:

843-740-7015, Ext: 496(3)

Classified Security OfficerName:

Ashley PattonTitle:

Facilities Security OfficerPhone:

843-740-7015, Ext: 507


(B)  Subcontractor
shall enter below the full address and attention line (street and number, city, county, state and zip code) for the following requirements under the
proposed subcontract:

(1)

Payments to be made to:

Force Protection Industries, Inc.
9801 Highway 78, Building 1
Ladson, SC 29456(2)

Where the Subcontract will be administered, if different than in (1) above:(3)

Where items will be manufactured, if different than in (1) above:(4)

Where items may be inspected or accepted, if different than (1) above:(5)

Where Government Furnished Property, if any, may be sent, if different than (1) above:


(C)  The
Subcontractor shall enter below the following information (if none, so state) where electronic messages may be sent to the Subcontractor's Administrator:

Facsimile:
843-329-0380                             Email: miranda.hall@forceprotection.net

(D)  The
Subcontractor represents that the following person are the Authorized Subcontract Representative to negotiate on its behalf with GSD in connection with this
Subcontract:

(1)

Name

Damon WalshTitle:

Vice PresidentProgram ManagementPhone:

843-740-7015, Ext: 496(2)

Name:

Otis ByrdTitle:

Director of ContractsPhone:

843-740-7015, EXT 283


18

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7.2   Ground Systems Division (GSD) Administrative Information

(A)  Subcontract
Technical Representative

(1)

Name:

Brian Harrison (BAE LocationYork, PA)Title:

Engineering Lead
BAE Systems Land & Armaments L.P.
Ground Systems Division
PO Box 15512
York, PA 17405-1512Telephone:

717-225-8264Fax:

717-225-8160E-mail:

brian.harrison@baesystems.com


(B)  Authorized
Subcontract Representative

Name:

Terry LaBordeTitle:

Senior Subcontract Specialist
BAE Systems Land & Armaments L.P.
Ground Systems Division
PO Box 15512
York, PA 17405-1512Telephone:

(717) 225-8181Fax:

(717) 225-8100E-mail:

terry.laborde@baesystems.com


7.3   Invoicing Payment

(A)  Invoicing:
Invoices for this requirement shall either be mailed to the following address or provided via electronic submittal/email as follows:

Mail:

BAE Systems Land & Armaments LP
Ground Systems Division
P.O. Box 15512
York, PA 17405-1512
Attn.: Accounts Payable


Electronic
Submittal: terry.laborde@baesystems.com

NOTE:A copy of each invoice is to be provided to the GSD Authorized Subcontract Representative listed Clause 7.2 (B), above via U.S. mail or electronic
submittal.

(B)  Performance
Based PaymentsVehicles/Material Requirements (Ref: Section 2.1 Item 001 through 004).

Performance
Based Payments are an acceptable method of payment under this Subcontract for Vehicle requirements. The payment plan and verification requirement documents are incorporated
as follows:



(C)  Logistic
Support PaymentsCLS Support Requirement (Ref: Section 2.1 Item 005).

19

---



Monthly
Payments are an acceptable method of payment under this Subcontract for Logistics Support requirements. The payment plan is incorporated as follows:

Logistic
Support Payment PlanAttachment 10.14

Payment
shall be made to the address provided by the Subcontractor in this Section 7, Clause 7.1, Paragraph (B), Subparagraph (1).

7.4   Payment Terms

Payment terms shall be Net 20 from GSD receipt of invoice.

[END
OF SECTION 7]

20

---



BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01SUBCONTRACT NO: SCT004135
SECTION 8SPECIAL SUBCONTRACT REQUIREMENTS
03 AUGUST 2006

8.1   52.252-2, Clauses Incorporated By Reference (FEB 1998) (Deviation)

This solicitation incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, GSD will make
their full text available. Also, the full text of a clause may be accessed electronically at the following addresses:http://www/desktop.osd.milor http://www.arnet.gov/far/orhttp://farsite.hill.af.mil/

Regulatory Cite

Title

Date/ / /Federal Acquisition Regulation Clauses/ / /252.204-7000

Disclosure of Information


DEC 1991252.225-7013

Duty-Free Entry


JUN 2005252.225-7043

Antiterrorism/Force Protection For Defense Contractors Outside The United States (See DFARS 225.7401 (b) for paragraph C fill-in.


MAR 2006252.228-7003

Capture and Detention


DEC 1991


8.2   Option Clause

During the performance period of GSD's prime contract, GSD reserves the right to exercise options in accordance with terms and performance requirement of this
Subcontract for the quantity ranges specified within Section 2, Supplies or Services and Prices/Cost, Subparagraph 2.2, Option Requirements.

8.3   Reserved

8.4   Reserved

8.5   Reserved

8.6   Reserved

8.7   Reserved

8.8   Modifications

The Subcontract shall not be modified by, or interpreted by reference to, any course of dealing and shall not be modified by any course of performance. No
modification of the Subcontract shall be effective unless it is in writing and signed by the party to be charged with the modification.

8.9   Warranty





21

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THERE ARE NO OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE.

In
no event will either party be liable to the other for consequential or incidental damages arising out of the actual or alleged breach of this Subcontract, even if that party has been
advised of the possibility of such damages.

8.10 Indemnification and Insurance





22

---





8.10(A)  GSD Indemnification

GSD shall indemnify, defend and save harmless the Subcontractor from any and all claims, losses, damages, expenses, suits or actions whatsoever brought by any
person or persons for, or as a result of, any personal injury, including accidental and wrongful death, suffered by any employee of GSD, or any employee of any of GSD's subcontractors, agents or
suppliers, while the said employee was in, or within the vicinity of Subcontractor's facility.

GSD
shall indemnify, defend and save harmless Subcontractor from any and all claims, losses, damages, expenses, suits or actions whatsoever alleging any property damages or personal
injuries, including claims for accidental and wrongful death, which may arise or result from GSD's operations or work performed at a Subcontractor facility.

8.11 Waiver and Severability

Any action or inaction by either party or the failure of either party, on any occasion, to enforce any right or provision of this Subcontract shall not be
constructed to be a waiver by either party of their rights hereunder, and shall not prevent either party from enforcing such provision or right on any future occasion. A determination that any portion
of this Subcontract is unenforceable or invalid shall not affect the enforceability or validity of any of the remaining portions of this Subcontract.

8.12 Rights and Remedies

The rights and remedies of GSD herein are cumulative, and are in addition to any other rights or remedies that GSD may have hereunder.

8.13 Reserved

8.14 Reserved

8.15 Reserved

8.16 Notice Regarding Late Delivery

If for any reason either party anticipates or encounters difficulties in complying with the Subcontract delivery schedule/dates or in meeting other requirements
of the Subcontract, the party shall immediately notify the other party in writing, providing all the pertinent information. This data shall be informational only and its receipt by either party shall
not be construed as a waiver of

23

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8.17 Responsibility in Subcontracting

It is the sole responsibility of the Subcontractor to assure performance of their lower-tier subcontractors. Further, the Subcontractor shall be fully
responsible for assuring that all appropriate contractual provisions and clauses are passed down to all lower-tier subcontractors, and that those provisions are strictly enforced.

8.18 GSD Furnished Materials



GSD
shall be responsible for the quality, count, distribution and delivery of all items procured by it to be used by Subcontractor. GSD supplied materials rejected by Subcontractor will
be replaced or repaired at no cost to Subcontractor to meet the Delivery Schedule. Any expediting, freight charges ordirect costsresulting from a
rejection, delay or shortage of GSD Furnished Materials will be the responsibility of GSD.



Relative
to a Subcontractor claim to recover direct costs resulting from a rejection, delay or shortage of GSD Furnished Materials, Subcontractor shall provide GSD with information to
the extent required to allow GSD to assess and evaluate the proposed claim. The proposed claim shall be negotiated and agreed upon by the parties. Further, the Subcontractor shall, to the maximum
extent practical, maintain production flows in accordance with Subcontractor's standard manufacturing processes with the aim toward eliminating production work a rounds and Subcontractor claims to
recover direct costs resulting from a rejection, delay or shortage of GSD Furnished Materials.



Subcontractor
shall promptly, within 48 hours of the discovery, notify GSD of any damage, rejection or shortage of material furnished by GSD and/or its subcontractors. Physical
access to the questioned material shall be available to allow GSD to perform analysis, corrective active and repair or replacement. Subcontractor shall provide pertinent information pertaining to the
questioned material including Part Number, Description and assumed problem/issue. If applicable, on a monthly basis material issues shall be stated within the Progress Report required by this
Subcontract. This information shall be addressed to the GSD Subcontract personnel stated within Section 7 of this Subcontract.



Subcontractor
may use lower-tier subcontractors and vendors of its choice; provided that all automotive integration shall be subcontracted through Spartan Chassis.



The
GSD Material Listing, dated                        2006 agreed to between GSD and Subcontractor is hereby incorporated by
reference and is appended hereto as Attachment                        .
This reference is stated with the same force and effect as if provided in full text.

Note:
A definitive listing of GSD Furnished Materials and times to be provided shall be agreed to by the parties and provided via modification to this Subcontract within twenty (20)days of Subcontract
issuance.

24

---



8.19 Executive Order 13201: Notice of Employee Rights Concerning Payment of Union Dues

NOTE: This Executive Order does not apply to Subcontractors who meet the following criteria:



Under
Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. Under certain conditions, the law permits a union and an
employer to
enter into a union-security agreement requiring employees to pay uniform periodic dues and initiation fees. However, employees who are not union member can object to the use of their payments for
certain purposes and can only be required to pay their share of union costs relating to collective bargaining, contract administration, and grievance adjustment.

If
you do not want to pay that portion of dues of fees used to support activities not related to collective bargaining, contract administration, or grievance adjustment, you are entitled
to an appropriate reduction in your payment. If you believe that you have been required to pay dues or fees used in part to support activities not related to collective bargaining, contract
administration, or grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments.

For
further information concerning your rights, you may wish to contract the National Labor Relations Board (NLRB) either at one of its Regional offices or at the following address or
toll-free number:

National Labor Relations Board
Division of Information
1099 14th Street, NW
Washington, DC 20570
1-866-667-6572
1-866-315-6572 (TTY)


To
locate the nearest NLRP office, see NLRB's website atwww.nlrb.gov.

8.20 DEPLOYMENTContractor personnel deployed in support of the ILAV contract and identified by the Procurement Contracting
Officer (PCO) in a separate signed Contractor Letter of Authorization (LOA) are to be granted the following privileges:

25

---



8.21 252.225-7040, CONTRACTOR PERSONNEL SUPPORTING A FORCE DEPLOYED OUTSIDE THE UNITED STATES (JUN 2005)



26

---







27

---





28

---





29

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8.22 52.225-4040 (TACOM), ARMY MATERIEL COMMAND (AMC) ADMINISTRATIVE REQUIREMENTS FOR DEPLOYED CONTRACTORS (JUN 2005)



8.23 52.237-4000 (TACOM), CONTRACTOR MANPOWER REPORTING (CMR) (NOV 2005)

The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the
contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The contractor is required to completely fill in all the information in the
format using the following web address:https://contractormanpower.army.pentagon.mil. The required information includes the
following:



30

---





As
part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement. Reporting period will be the period of
performance not to exceed 12 months ending September 30 of each government fiscal year and must be reported by 31 October of each calendar year. Contractors may use a direct SML
data transfer to the database server or fill in the fields on the website. The XML direct transfer is a format for transferring files from a contractor's systems to the secure web site without the
need for separate data entries for each required data element at the web site. The specific formats for the SML direct transfer may be downloaded from the web site.

[END
OF SECTION 8]

31

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BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION  MODIFICATION NO: 01SUBCONTRACT NO: SCT004135  SECTION 9SUBCONTRACT CLAUSES  03 AUGUST 2006

9.1   52.252-2, Clauses Incorporated By Reference (FEB 1998)(Deviation)

This Subcontract incorporates one or more clauses by reference with the same force and effect as if they were provided in full text. Upon request, GSD will make
their full text available. Also, the full text of a clause may be accessed electronically at the following addresses:http://www/desktop.osd.milor http://www.arnet.gov/far/orhttp://farsite.hill.af.mil/

Regulatory Cite

Title

Date/ / / / / / / / / / / Federal Acquisition Regulation Clauses / / / / / / / / / / /52.203-7

Anti-Kickback Procedures


JUL 199552.203-8

Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity


JAN 199752.203-10

Price or Fee Adjustment for Illegal or Improper Activity


JAN 199752.204-2

Security Requirements


AUG 199652.204-9

Personal Identity Verification of Contractor Personnel


JAN 200652.211-15

Defense Priority and Allocation Requirements


SEP 199052.219-16

Liquidated DamagesSmall Business Subcontracting Plan


JAN 199952.223-3

Hazardous Material Identification and Material Safety Data


JAN 199752.223-6

DrugFree Workplace


MAY 200152.225-8

DutyFree Entry


FEB 200052.228-3

Workers' Compensation Insurance (Defense Base Act)


APR 198452.228-4

Workers' Compensation and War-Hazard Insurance Overseas


APR 198452.229-3

Federal, State, and Local Taxes


APR 200352.239-1

Privacy, or Security Safeguards


AUG 199652.242-10

F.O.B. OriginGovernment Bills of Lading or Prepaid Postage


APR 198452.243-7

Notification of Changes


APR 198452.245-1

Property Records


APR 198452.245-2

Government PropertyFixed Price Contracts


MAY 200452.245-17

Special Tooling


MAY 200452.245-18

Special Test Equipment


FEB 199352.246-16

Responsibility for Supplies


APR 198452.246-23

Limitation of Liability


FEB 199752.246-24

Limitation of LiabilityHigh Value Items


FEB 199752.247-1

Commercial Bill of Lading Notations


FEB 200652.247-29

F.O.B. Origin


JUN 1988/ / / / / Defense Federal Acquisition Regulation Supplements / / / / /252.209-7004

Subcontracting With Firms That Are Owned or Controlled By the Government of A Terrorist Country Per DoD Interim Rule, Federal Register 27 Mar 98


MAR 1998252.211-7005

Substitutions For Military or Federal Specifications and Standards


NOV 2005252.228-7000

Reimbursement For War-Hazard Losses


DEC 1991252.232-7010

Levies on Contract Payments


SEP 2005252.247-7023

Transportation of Supplies by Sea


MAY 2002


32

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9.2   Federal Acquisition Regulation Text Clauses

9.2.1  Reserved

9.2.2  Reserved

9.2.3  Reserved

9.2.4  Reserved

9.2.5  Reserved

9.2.6  52.252-6, Authorized Deviations in Clauses (APR 1984)



9.3   Changes

Changes in the terms and conditions of this Subcontract may be made only by written agreement between the parties.

9.4   Termination

GSD may terminate this Subcontract for its convenience in whole or in part upon receipt of a Government prime contract termination notice. In the event of such
termination, the Subcontractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers to cease work. Subject to the terms of this Subcontract, the
Subcontractor shall be paid a percentage of the Subcontract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Subcontractor can
demonstrate to the satisfaction of the GSD and/or the Government using its standard record keeping system, have resulted from the termination. The Subcontractor shall not be required to comply with
the cost accounting standards or contract cost principles for this purpose. This paragraph does not give GSD any right to audit the Subcontractor's records. The Subcontractor shall not be paid for any
work performed or costs incurred which reasonably could have been avoided.

9.5   Termination for Cause



33

---





9.6   Disputes



34

---





9.7   Notice of Labor Disputes



35

---





9.8   Notice of Bankruptcy

In the event either party enters into proceedings relating to bankruptcy, whether voluntary or involuntary, the party affected shall furnish written notification
of the bankruptcy to the other parties Authorized Representative. This notification shall be furnished within five (5) days of the initiation of the proceedings relating to bankruptcy filing.
The notification shall include the date on which the bankruptcy petition was or is to be filed, and the court in which it was or is to be filed.

9.9   Gratuities

Both parties warrants and represents that neither party shall not offer to any employee of GSD Subcontractor, or an officer, official, or employee of the
Government any gratuity or other favor with the intent to influence that employee's or Government representative's decisions with respect to Subcontractor. Breach of this warranty and representation
shall entitle either party to terminate the Subcontract for cause. No business hospitality shall be offered except those that are both (i) moderate and customary in the defense industry and
(ii) in compliance with each party's published policy.

9.10 Assignment

Subcontractor shall not assign any of its rights or interests in this Subcontract, or all or substantially all of its performance of this Subcontract without
GSD's prior written consent. Subcontractor shall not delegate any of its duties or obligations under this Subcontract, except that Subcontractor may without GSD consent assign this Subcontract to any
successor of Subcontractor by way of merger, consolidation or the acquisition of substantially all of the business assets of Subcontractor. Subcontractor may assign its right to monies due or to
become due. No assignment, delegation or subcontracting by Subcontractor, with or without GSD's consent, shall relieve the Subcontractor of any of its obligations under this Subcontract or prejudice
any of GSD's rights against Subcontractor whether arising before or after the date of any assignment. GSD's consent shall not be unreasonably withheld.

9.11 Applicable Law

Any provision of the Federal Acquisition Regulation or any agency supplement thereto that is expressly incorporated herein by reference shall be governed by and
construed in accordance with the Federal Common Law of Government Contracts as enunciated and applied by Federal judicial bodies, Boards of Contract Appeals, and quasi-judicial agencies of the Federal
Government and not any state law or the Convention on Contracts for the International Sale of Goods. Likewise, the Changes, Termination, Termination for Cause, and Stop Work provisions herein shall in
the same manner be governed by and construed in accordance with the Federal Common Law of Government Contracts. To the extent an issue arises under any of these provisions that is not addressed by the
Federal Common Law of Government Contracts the laws of the state of New York, regardless of the place of execution or performance shall apply.

9.12 52.212-5, CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERSCOMMERCIAL ITEMS (JAN 2006) (DEVIATION)



36

---





[Contracting
Officer shall check as appropriate.]



37

---





No
Clauses or provisions required



38

---





9.13 252.212-7001, CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL
ITEMS (MAR 2006) (DEVIATION)







39

---





40

---





9.14 52.212-4, CONTRACT TERMS AND CONDITIONSCOMMERCIAL ITEMS (SEP 2005) (DEVIATION)



41

---





Except
as otherwise provided by an express warranty, the Subcontractor will not be liable to GSD for consequential damages resulting from any defect or deficiencies in accepted items.

42

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9.15 52.222-39, NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (DEC 2004)



Notice
to Employees

Under
Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. Under certain conditions, the law permits a union and an
employer to enter into a union-security agreement requiring employees to pay uniform periodic dues and initiation fees. However, employees who are not union members can object to the use of their
payments for certain purposes and can only be required to pay their share of union costs relating to collective bargaining, contract administration, and grievance adjustment.

If
you do not want to pay that portion of dues or fees used to support activities not related to collective bargaining, contract administration, or grievance adjustment, you are entitled
to an appropriate reduction in your payment. If you believe that you have been required to pay dues or fees used in part to support activities not related to collective bargaining, contract
administration, or grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments.

For
further information concerning your rights, you may wish to contact the National Labor Relations Board (NLRB) either at one of its Regional offices or at the following address or
toll free number:

National
Labor Relations Board
Division of Information
1099 14th Street, N.W.
Washington, DC 20570
1-866-667-6572
1-866-316-6572 (TTY)

To
locate the nearest NLRB office, see NLRB's website at http://www.nlrb.gov.



43

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44

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9.16 Reserved

9.17 252.229-7011, REPORTING OF FOREIGN TAXESU.S. ASSISTANCE PROGRAMS (SEP 2005)



9.18 52.211-4019(TACOM), SOURCES OF SUPPLY FOR TIRES ON TACTICAL WHEELED VEHICLESALTERNATE I (APR 2000)(Deviation)





MANUFACTURER

MFG PN

NSN

QPL Number1. TBD2. TBD3. TBD




45

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CATL 1922

Tires, Pneumatic, Vehicular (Highway)QPL-ZZ-T-410

Tires, Pneumatic, IndustrialCATL 1923

Tires, Pneumatic, Low Speed, Off HighwayQPL-ZZ-T-1619

Tires, Pneumatic, Agricultural




9.19 52.211-4069 (TACOM), WELDING INSPECTION REQUIREMENTS (MAR 2001)



46

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9.20 52.223-4000 (TACOM), ENVIRONMENTAL, SAFETY, AND ENERGY STANDARDS AND REGULATIONS (SEP 1978)(Deviation)



9.21 52.247-4458 (TACOM), GUARANTEED SHIPPING CHARACTERISTICSF.O.B. DESTINATION (SEP 2000)(Deviation)



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9.22 PROGRESS REPORT

Subcontractor shall provide to GSD electronically a monthly progress report. The report shall contain written summaries of activities including work accomplished,
emerging results, problems encountered and expected solutions, if applicable, information pertaining to GSD Furnished Material issues encountered during the performance period. The progress report
shall be delivered to GSD within seven working days after the last working day of the month. The progress report shall be addressed to the GSD Subcontract personnel stated within Section 7 of
this Subcontract.

Note:
The requirements of this clause are subject to revision based upon the requirements agreed on by the parties in the Master Program Plan.

[END
OF SECTION 9]

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BAE SYSTEMS LAND & ARMAMENTS LP, GROUND SYSTEMS DIVISION
MODIFICATION NO: 01SUBCONTRACT NO: SCT004135
SECTION 10LIST OF ATTACHMENTS
03 AUGUST 2006

10.1GSD Certifications(A) Debarment, Suspension, Proposed Debarment


GSD-5147(B) Annual Certification of Toxic Chemical Release Report


GSD-5926(C) Equal Employment Opportunity Certification


GSD-5154




10.2STATEMENT OF WORKStatement of Work:

Section 10, Attachment 10.2Titled:

Statement of Work for Iraqi Light Armored
Vehicle (ILAV)Original Date:

13 June 2006Revision:

001Revision Date:

14 June 2006




10.3EXHIBIT AExhibit:

Section 10, Attachment 10.3Titled:

Contract Data Requirements ListOriginal Date:

2 May 2006Revision:

N/ARevision Date:

N/A




10.4PERFORMANCE SPECIFICATION(Note: All References to CLS is Superseded by Attachment 10.2, Statement of Work)Performance Specification:

Section 10, Attachment 10.4Titled:

Specification (Prime Contract)Original Date:

24 May 2006Revision:

N/ARevision Date:

N/A




10.5TECHNICAL INFORMATIONTechnical Information:

Section 10, Attachment 10.5Titled:

Technical InformationOriginal Date:

24 May 2006Revision:

N/ARevision Date:

N/A




10.6SHAKEDOWN TEST PLANTest Plan:

Section 10, Attachment 10.6Titled:

ILAV Shakedown Test PlanOriginal Date:

24 May 2006Revision:

N/ARevision Date:

N/A


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10.7DATA ITEM DESCRIPTIONS (DID's)DID:

Section 10, Attachment 10.7Titled:

Data Item Descriptions for Exhibit AOriginal Date:

24 May 2006Revision:

N/ARevision Date:

N/A




10.8VEHICLE ACCEPTANCE TESTAcceptance Test:

Section 10, Attachment 10.8Titled:

ILAV Production Vehicle Acceptance TestOriginal Date:

24 May 2006Revision:

N/ARevision Date:

N/A




10.9VEHICLE SURVIVABILITYTechnical Information:

Section 10, Attachment 10.9Titled:

Technical InformationVehicle SurvivabilityOriginal Date:

25 MayRevision:

N/ARevision Date:

N/A




10.10PRODUCTION MANUFACTURING LICENSELicense:

Section 10, Attachment 10.10Titled:

Production Manufacturing LicenseOriginal Date:

13 June 2006Revision:

N/ARevision Date:

N/A




10.11LOGISTIC SUPPORT AGREEMENTLogistic Support Agreement:

Section 10, Attachment 10.11Titled:

Logistic Support AgreementOriginal Date:

13 June 2006Revision:

N/ARevision Date:

N/A


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10.12PERFORMANCE BASED PAYMENT (PBP) CERTIFICATIONPBP Certification:

Section 10, Attachment 10.12Titled:

Certification of CompletionOriginal Date:

N/ARevision:

N/ARevision Date:

N/A




10.13PERFORMANCE BASED PAYMENTS (PBP) PLANPBP Payment Plan:

Section 10, Attachment 10.13Titled:

Performance Based Payment PlanOriginal Date:

07 August 2006Revision:

N/ARevision Date:

N/A




10.14LOGISTICS SUPPORT PAYMENTS PLANLogistic Support Payment Plan:

Section 10, Attachment 10.14Titled:

Logistic Support Payment PlanOriginal Date:

24 July 2006Revision:

N/ARevision Date:

N/A




10.15CONTRACTOR LOGISTICS SUPPORT EQUIPMENT LISTEquipment List:

Section 10, Attachment 10.15Titled:

Contractor Support Equip. ListOriginal Date:

02 August 2006Revision:

N/ARevision Date:

N/A


[END
OF SECTION 10]

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SUBCONTRACT ATTACHMENT 10.2
FPII DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
Doc# ILV00033 Revision 001

STATEMENT OF WORK

(SOW)

For

Iraqi Light Armored Vehicle (ILAV)

PREPARATION DATE: June 14, 2006
REVISION NUMBER: 001 DATE: June 14, 2006

CONTRACT NUMBER
W56HZV-06-D-VB01

PREPARING ORGANIZATION: BAE Systems
PO Box 15512, York PA, 17405

Proprietary
rights are included in the information disclosed herein. Recipient, by accepting this document, agrees that neither this document nor the information disclosed herein nor any
part thereof shall be reproduced or transferred to other documents or used or disclosed to others for any purpose except as specifically authorized in writing by BAE SYSTEMS Land &
Armaments L.P. This information is exempt from disclosure under Exemptions 3 and 4 of the Freedom of Information Act. Any unauthorized disclosure by a Government employee is a violation of the
Trade Secrets Act.

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SUBCONTRACT ATTACHMENT 10.2  FPII DESCRIPTION/SPECIFICATIONS/WORK STATEMENT  Doc# ILV00033 Revision 001

TABLE OF CONTENTS

Table of Contents


2C.1 Purpose and Scope:


3C.2 Production Effort:


3C.3 Test Support:


3C.3.1 Vehicles to be produced


3C.3.1.1 Automotive Test


3C.3.1.1.1 Failure Reporting, Analysis and Corrective Action System (FRACAS)


3C.3.1.2 Transportation of Vehicles


4C.3.2 Deficiencies Identified During Testing


4C.3.3 Production Vehicle Acceptance Test (PVAT)


4C.4 Program Reviews and Documentation:


5C.4.1 Start of Work Meetings


5C.4.1.1 Subcontract Start of Work Meeting


5C.4.1.2 Prime Contract Start of Work Meeting


5C.4.1.3 Pre and Post Test Meetings


5C.4.2 Weekly Subcontract Status Report


5C.5 Subcontractor Logistics Support:


5C.5.1 General


5C.5.1.1 Actions Necessary for CLS Effort


6C.5.1.2 Unused Spare and Repair Parts


6C.5.2 Maintenance


6C.5.2.1 Tools, Test, Measurement, and Diagnostic Equipment


6C.5.2.2 Vehicle Maintenance and Repair


7C.5.2.3 Safety and HAZMAT


7C.5.3 Training


8C.5.3.1 Training Facilities


8C.5.3.2 Operator, Maintenance, and Driving Training


8C.5.3.3 Training Tools, Aids, Devices


8C.5.3.3.2 Maintenance Training


9C.5.4 Spare and Repair Parts Support


9C.5.4.1 Usage Data on All Supplies


9C.5.4.2 Reserved


10C.5.4.3 Recommended Spare and Repair Parts List


10C.5.4.4 Spare Parts Source of Supply


10C.5.4.5 Spare Parts Distribution


10C.5.5 Manuals


10C.5.5.1


10C.5.6 Living Facilities and Security


11C.5.6.1 Secure Transportation


11C.5.6.2 Living Facilities


11C.5.6.3 Meals


11C.6 Reserved


11


Proprietary rights are included in the information disclosed herein. Recipient, by accepting this document, agrees that neither this document nor the
information disclosed herein nor any part thereof shall be reproduced or transferred to other documents or used or disclosed to others for any purpose except as specifically authorized in writing by
BAE SYSTEMS Land & Armaments L.P. This information is exempt from disclosure under Exemptions 3 and 4 of the Freedom of Information Act. Any unauthorized disclosure by a Government
employee is a violation of the Trade Secrets Act.

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SUBCONTRACT ATTACHMENT 10.2  FPII DESCRIPTION/SPECIFICATIONS/WORK STATEMENT  Doc# ILV00033 Revision 001

C.1 Purpose and Scope:This statement of work (SOW) describes the outcomes that the subcontractor is required to achieve. The subcontractor shall produce and
deliver ILAVs meeting the requirements of the specification set forth in Attachments 001 and 006, and the incorporated approved Technical Information, Attachment 002 of this subcontract.

C.2 Production Effort:The subcontractor shall produce and deliver ILAVs which meet the requirements of the specification as set forth in Attachments 001, 002 and
006 of this contract. As they are discovered, the Subcontractor shall immediately report to BAE Systems lead time issues that may impact schedule.

C.3 Test Support:

C.3.1 Vehicles to be produced

One of the initial vehicles produced by the subcontractor will be selected by the Government for a Government conducted automotive shakedown test.
Although it is not planned, the Government reserves the right to conduct tests in order to verify ballistic performance.

C.3.1.1 Automotive Test

The automotive test will be conducted in accordance with Attachment 003 to verify the subcontractors' vehicle safety, performance and durability. The
subcontractor shall provide on-site technical assistance and spare parts support at the Aberdeen Proving Ground, MD test site to support the automotive testing up to sixty
(60) days. The subcontractor shall assist in resolution of any test incidents that occur during the test process by participating in a Failure Analysis and Corrective Action process.

C.3.1.1.1 Failure Reporting, Analysis and Corrective Action System (FRACAS)

The Failure Reporting, Analysis and Corrective Action System (FRACAS) process, a BAE System ISO 9000 controlled process, defines the closed
loop system for the ILAV team to address test incidents or failures during Shakedown Test. BAE System's Failure Review Board (FRB) will manage the test incident reporting, failures, analyses and
corrective actions during Shakedown Test. The responsibilities and procedure for the FRACAS System is detailed in BAE Systems engineering procedure ENG_10r1. This procedure describes the FRACAS
process flow and definitions relative to the FRACAS. It details management of test incident reporting, failure analysis and corrective actions. The procedure is attached as Attachment 008 to this SOW.

BAE
Systems will electronically transmit all applicable Test Incident Report (TIR) on the BAE Systems or Government TIR form for each incident related to FPII design. A Government TIR form is shown
within ENG_10r1 as Attachment C. A failure and corrective action analysis shall be performed by FPII to address the problem identified by the TIR and a Corrective Action Report (CAR) submitted as
follows:

Critical/Safety:A response will be faxed or electronically mailed to BAE Systems within two (2) days of BAE Systems transmittal of TIR to FPII. FPII will
be advised of rejected CARs via electronic mail by BAE Systems. FPII shall submit a revised CAR incorporating BAE Systems comments within 4 calendar days.

Major:A response will be telefaxed or electronically mailed to BAE Systems within four (4) days of BAE Systems transmittal of TIR to FPII. FPII will be
advised of rejected CARs via electronic mail by

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BAE
Systems. FPII shall submit a revised CAR incorporating BAE Systems comments within 4 calendar days.

Minor:A response will be telefaxed or electronically mailed to BAE Systems within nine (9) days of BAE Systems transmittal of TIR to FPII. FPII will be
advised of rejected CARs via electronic mail by BAE Systems. FPII shall submit a revised CAR incorporating BAE Systems comments within 4 calendar days.

Informational:
A response will be provided to BAE upon request only.

A
CAR form is shown within the Engr 10 procedure as Attachment B. All incidents are resolved when the CAR is approved by BAE Systems and the Government. Supplemental data, such as updated drawings or
other technical documentation, will be required to support the CAR. The CAR will be deemed complete upon BAE Systems approval.

C.3.1.2 Transportation of Vehicles

The subcontractor shall be responsible for transportation of their vehicle to the Government test facility, the return transportation to the
subcontractors' facility, and the return of the test vehicle to like new condition. This vehicle will be retained at the subcontractors' facility, and it will be the last vehicle accepted of the first
ordering year estimated quantity.

C.3.2 Deficiencies Identified During Testing

The subcontractor will be allowed to continue production and delivery of vehicles during the Government shakedown test, but the subcontractor shall
correct any deficiencies identified during testing on all ILAVs, including vehicles already shipped to Iraq, at no additional cost to BAE Systems. The Government also reserves the right to
re-test the vehicle in order to verify ballistic performance.

C.3.3 Production Vehicle Acceptance Test (PVAT)

The subcontractor will conduct a Production Vehicle Acceptance Test (PVAT) on every production vehicle in accordance with Attachment 005.

C.4 Program Reviews and Documentation:

C.4.1 Start of Work Meetings

C.4.1.1 Subcontract Start of Work Meeting

Subcontract Start of Work Meeting: Not later than seven (7) days after subcontract award, the subcontractor shall host a start of work meeting
with BAE Systems.

C.4.1.2 Prime Contract Start of Work Meeting

Prime Contract Start of Work Meeting: The subcontractor shall support BAE Systems during the Start of Work meeting with the Government on or about
15-16 Jun 2006, with up to 3 persons attending on-site in York, and with presentation materials in accordance with the agenda set for the meeting in advance.

C.4.1.3 Pre and Post Test Meetings

Pre and Post Test Meetings: If required, the subcontractor shall host a pre and/or post test meeting at their facility.

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C.4.2 Weekly Subcontract Status Report

For the initial 180 days after prime contract award, the subcontractor shall provide a weekly subcontract status report in accordance with
CDRL A001. The report shall describe in narrative format, all significant issues/activities for the subcontract to include status of each deliverable. The subcontractor shall conduct a verbal monthly
review of all ILAV efforts with BAE
Systems as directed by the subcontract administrator or their technical representative via video conference or teleconference.

C.5 Subcontractor Logistics Support

C.5.1 General

The Subcontractor shall provide Contractor Logistics Support (CLS) for the Iraqi Light Armored Vehicle (ILAV). The CLS shall consist of the following
elements: vehicle maintenance to cover Routine and Non-Routine maintenance through Depot Level support; train-the-trainer "operator/driver" and "maintenance"
training to an "intermediate" or Direct Support Level; spare and repair parts support; and manuals. The CLS effort shall include and be focused on transitioning from the subcontractor providing and
performing all effort and being totally responsible, through the subcontractor being responsible and the Iraqi personnel performing, to the end state of the Iraqi personnel performing and being
responsible and the subcontractor providing guidance. The location of this effort will be at a location to be determined in Iraq (provided in Attachment 006).

C.5.1.1 Actions Necessary for CLS Effort

The subcontractor is responsible for performing all actions necessary in preparation for, support to, and performance of the actual
in-country portion of the CLS effort. The duration of the in-country portion of the CLS effort will be twenty-four (24) months in length, commencing at the
delivery of the first vehicle to the at a location to be determined in Iraq (provided in Attachment 006). For planning purposes the subcontractor should expect initial vehicle delivery at a location
to be determined in Iraq (provided in Attachment 006), no later than sixty (60) days after departure from the subcontractors loading dock. Anything not specifically stated as provided within
this document, must be provided by the subcontractor.

C.5.1.2 Unused Spare and Repair Parts

At the end of the in-country period of performance, the subcontractor shall leave behind at the ILAV Maintenance Facility at a location
to be determined in Iraq (provided in Attachment 006) all unused spare and repair parts, lubricants, oil, grease, test, measurement and diagnostic equipment, vehicle specific equipment, and tools and
office equipment (such as desks, computers, filing cabinets).

C.5.2 Maintenance

A Maintenance Facility will be provided at a location to be determined in Iraq (provided in Attachment 006) by the Multi-National Security Transition
CommandIraq for the Vehicle Maintenance mission. This facility will be a heavy canvas clamshell with concrete floor (sprung). It will be approximately 300 feet by 120 feet. This space
will be used for the Vehicle Maintenance mission as well as for the Training mission and parts storage. It will also provide working space for subcontractor office use. A translator(s) will be
provided to the subcontractor personnel as necessary. All utilities will be provided free of charge to the subcontractor for the subcontractors use. Fuel and generators will be provided for the use of
the subcontractor personnel. Bathroom facilities will be available. There is sufficient real estate at a location to be determined in Iraq (provided in Attachment 006) compound to provide safe, secure
areas for driving vehicles during maintenance actions.

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C.5.2.1 Tools, Test, Measurement, and Diagnostic Equipment

The subcontractor shall provide any and all tools, test, measurement, and diagnostic and vehicle specific equipment necessary, as incorporated by
Attachment 007 which includes a minimum level of equipment necessary for this effort, for the maintenance of 378 ILAVs in accordance with the Prime Contract delivery schedule. The subcontractor shall
provide mechanics skilled in all areas of maintenance for the ILAV, to include the opaque and transparent armor. All tools, test, measurement, and diagnostic equipment and vehicle specific equipment
shall be left at a location to be determined in Iraq (provided in Attachment 006) at the end of the CLS subcontract
period of performance. The subcontractor shall not be responsible for facilitating the Maintenance shop for follow-on tool, test, measurement, diagnostic or vehicle specific equipment
support after the period of performance is completed, other than the previously mentioned left behind shop items.

C.5.2.2 Vehicle Maintenance and Repair

The subcontractor shall provide any and all vehicle maintenance, repair, and spare parts, as incorporated by Attachment 007 which includes a minimum
level of equipment necessary for this effort, to support 378 each ILAVs. The maintenance and repair responsibility is for all routine and non-routine maintenance requirements of the
vehicles. Routine Maintenance, for this effort, is defined as the scheduled actions necessary to adhere to manufacturer recommend service intervals. Non-Routine, for this effort, is
defined as all unscheduled actions necessary to service and / or repair vehicles. Accident and / or Combat Damage repair is not included in this scope of work. The subcontractor shall inspect each
ILAV upon delivery, repair any damages, correct fluid and grease levels as appropriate, and replace anything that may be missing. The subcontractor shall provide vehicle maintenance and repair from
the lowest level maintenance through Depot Level. Depot Level maintenance and repair entails repair, rebuilding, and major overhaul of vehicles, parts, assemblies, and subassemblies. For planning
purposes the subcontractor should base Maintenance projection on the vehicles being driven 36,000 miles per one (1) year period of time. The subcontractor shall have personnel qualified to
perform all levels of routine and non-routine maintenance, to include armor (transparent and opaque) maintenance and repair. The subcontractor shall have personnel qualified to assess,
trouble shoot, and repair all vehicles. Subcontractor shall schedule and perform routine maintenance on each ILAV at the appropriate scheduled interval. All service shall be performed within
reasonable timelines. Subcontractor shall establish a seven (7) day a week, twelve (12) hour a day operation of the Maintenance Facility with an on-call and after hour
response availability. The required response time for on-call and an after-hours situation is six (6) hours. The standard for maintenance action completion shall be as follows: all
routine maintenance per vehicle will be completed within one (1) day of vehicle induction and all non-routine maintenance will be completed within three (3) days of vehicle
induction for service. The fleet operational readiness goal is ninety percent (90%). The subcontractor personnel shall notify the subcontract administrator or technical representative if a vehicle has
been assessed to be non-repairable under the auspices of this subcontract.

C.5.2.3 Safety and HAZMAT

The subcontractor will be responsible for ensuring the work area is secured properly at the end of each business day. Subcontractor personnel shall
be responsible for the cleanup of their work areas daily and for knowledge of and compliance with local safety standards. The subcontractor should ensure that quality service and repair work is
performed on all vehicles, at all times. In the event of a maintenance shop accident or any other incident involving hazardous materials (HAZMAT), subcontractor personnel shall take appropriate action
to contain the problem immediately
and notify proper authorities, in accordance with local requirements. HAZMAT will be identified with appropriate Material Safety Data Sheets (MSDS), labeled and stored accordingly. Unserviceable tires
and batteries will be stored in one location and coordinated with the local representative for disposal instructions.

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C.5.3 Training

C.5.3.1 Training Facilities

The Maintenance Facility provided by the Multi-National Security Transition CommandIraq for vehicle maintenance under this subcontract,
will also be used for the Vehicle Training (See C.5.2.2.). A translator(s) will be provided to the subcontractor, as necessary. The subcontractor is responsible for providing qualified instructors to
meet the goals of this Training Mission. All training will be performed inside a location to be determined in Iraq (provided in Attachment 006). The subcontractor shall determine how many vehicles
will be required for the training mission and to obtain these vehicles from vehicles that have been delivered under this subcontract. The subcontractor shall coordinate any issues on vehicle
availability with BAE Systems' Authorized Subcontract Representative.

C.5.3.2 Operator, Maintenance, and Driving Training

The training shall be performed as "Train-the-Trainer" training and shall consist of both Operator and Maintenance Training.
The goal of the training is to train the Iraqi personnel to be able to take over the operation of the Maintenance Facility and to perform future Operator/Drive Training themselves. The Subcontractor
shall plan to reach this goal through a phased approach. The initial phase shall consist of the subcontractor personnel being totally responsible, in charge, and providing training; phase two
(2) shall consist of the subcontractor personnel starting to transition responsibility for work
accomplishment to the Iraqi personnel while the subcontractor continues to provide strong subcontractor presence, side-by-side work, and tutelage; and in phase three
(3) the Iraqi personnel should be fully trained and responsible for the performance of all maintenance and operator/driver missions with only support and coaching from the subcontractor
personnel. There will be a different set of students for the Operator / Driver training and for the Maintenance Training. There is sufficient real estate within a location to be determined in Iraq
(provided in Attachment 006) to provide safe, secure areas for the operation and driving of vehicles during training classes. Upon course completions, the Subcontractor shall provide a Certificate of
Course Completion to each student who successfully completes the course of instruction.

C.5.3.3 Training Tools, Aids, Devices

In accordance with CDRL A005, the subcontractor shall provide all necessary training aids, tools, and devices. The subcontractor shall develop
Student Guides and Instructor Guides to be utilized during the training and to be provided to each student upon completion of the training course for their use in future training. These guides shall
be translated into Arabic. An English and a translated Arabic version of these guides shall be provided to BAE Systems' Authorized Subcontract Representative for approval prior to initiation of
training and prior to mass reproduction of the guides. Once approved, mass reproduction of the guides can be done and training can commence. The subcontractor is responsible for providing hard copies
sufficient for the training effort. In addition, an Instructor Guide and a Student Guide shall be downloaded to Compact Disk (CD) and six (6) CDs of each type training ("Operator / Driver" and
"Maintenance") are to be furnished as follows, five (5) CDs to the Maintenance Shop and one (1) CD to the COR for future reference and use. C.5.3.3.1 the "Operator/Driver" Training, in
accordance with CDRL A002, shall consist of basic drivers training, Operator Preventive Maintenance Checks and Services (PMCS) and safety. The training shall ensure safe operation of the vehicle. The
training provided shall be specific to the ILAV and shall be performed on the ILAV (CDRL A002). There will be approximately ninety (90) students to be trained for the Operator / Driver
training. The subcontractor shall provide up to ten (10) iterations of the course. Each iteration shall be limited to ten (10) students. The subcontractor should expect the skill level
of students to be basic. The students will be available immediately to begin training. It is anticipated that an Operator Training course may take up to two (2) weeks to complete.

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C.5.3.3.2 Maintenance Training

The "Maintenance" Training, in accordance with CDRL A002, shall consist of "intermediate" or Direct Support Level vehicle training and shall be
provided to the Iraqi Army's Regional Support Unit (RSU) Maintenance Companies. Students from three (3) RSUs will receive this training (Al Asad, Al Kasik and KMTB). The training provided shall
be specific to the ILAV and shall be performed on the vehicle. There will be approximately fifty (50) students to be trained in all maintenance actions from Operator Preventive Maintenance
Checks and Services (PMCS) through Direct Support Level maintenance. The subcontractor should expect the skill level of the students to be basic. The students will be available to begin training
immediately. The subcontractor shall provide a phased approach to this training to ensure the goal of Iraqi performance of the Maintenance mission at the completion of the subcontractors'
twenty-four (24) month in-country period of performance, as cited in C.5.1.

C.5.4 Spare and Repair Parts Support

C.5.4.1 Usage Data on All Supplies

The subcontractor shall determine and stock at a location to be determined in Iraq (provided in Attachment 006), Iraq spare and repair parts and
vehicle lubricant, oil, and grease sufficient to support vehicle maintenance as defined in C.5.2. and the training mission. The Maintenance Facility clamshell (see Para C.5.2.2.), provided for the
subcontractors use during the term of the performance period, will be available for spare and repair parts storage. The subcontractor shall keep usage data on all supplies. On a weekly basis, the
subcontractor shall provide this spare and repair parts, lubricant, oil, and grease usage data in a written report to the COR in accordance with CDRL A003. The subcontractor shall maintain a
reasonable stockage at all times during the period of performance of the contract, replenishing the parts, lubricant, oil, and grease in the stockage as they are used; and adding or revising the
specified parts listings to reflect actual usage. All unused Spare and Repair Parts, lubricant, oil, and grease shall be left behind at the ILAV Maintenance Facility at a location to be determined in
Iraq (provided in Attachment 006) at the end of the contract performance period.

C.5.4.2 Reserved.

C.5.4.3 Recommended Spare and Repair Parts List

Six (6) months prior to the end of the in-country subcontract period of performance, the Subcontractor shall provide BAE Systems'
Authorized Subcontract Representative and the US Army TACOM Procuring Contracting Officer (PCO), through BAE Systems' Authorized Subcontract Representative, a recommended spare and repair parts,
lubricant, oil and grease listing based upon actual usage data accumulated by the subcontractor during the period of performance in accordance with CDRL A004. This listing shall be sufficient to
maintain a fleet of 378 vehicles for a period of one (1) year.

C.5.4.4 Spare Parts Source of Supply

The subcontractor shall ensure future availability of both spare and repair parts for the ILAV. The subcontractor shall be the responsible source of
supply for all spare and repair parts or provide the applicable contact information and sources of supply to ensure the future availability of parts support.

C.5.4.5 Spare Parts Distribution

The subcontractor is not responsible to supply any parts, lubricant, oil, or grease distribution from a location to be determined in Iraq (provided
in Attachment 006) to any location outside of a location to be determined in Iraq (provided in Attachment 006). The subcontractor is not responsible for any distribution to any other location within
Iraq or outside Iraq. The subcontractors responsibility is a location to be determined in Iraq (provided in Attachment 006), within the compound only.

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C.5.5 Manuals

C.5.5.1 Operators; Service / Maintenance; Armor Care & Maintenance; and Parts Manuals and CDs

The subcontractor shall provide Standard Commercial Operators Manuals with each vehicle delivered by the subcontractor and for each vehicle delivered
by BAE Systems, in accordance with CDRL A007, one (1) in English and one (1) translated into common Arabic read by everyday people in Iraq. The subcontractor shall provide 5 complete
hard copy sets of Manuals, each set consisting of one (1) each of the Standard Commercial Manuals and Supplements (to cover major components) as follows: Operators; Service/Maintenance; Armor
Care & Maintenance; and Parts. Additionally six (6) Compact Disks shall be provided, each disk containing one (1) complete set in both languages. Five (5) CDs and the five
(5) complete hard copy sets of manuals are to be furnished to the ILAV Maintenance Shop at a location to be determined in Iraq (provided in Attachment 006) in both English and Arabic (Iraqi).
One (1) of the six (6) CDs shall be provided to BAE Systems. These manuals will be left at a location to be determined in Iraq (provided in Attachment 006) at the conclusion of the
performance period. The subcontractor will produce 378 manual sets, and deliver 184 in vehicles produced under this subcontract, 5 in vehicles under another subcontract, and 189 sets delivered to BAE
Systems, Steel Products Division, Anniston, AL.

C.5.6 Living Facilities and Security

C.5.6.1 Secure Transportation

At a location to be determined in Iraq (provided in Attachment 006) is a Coalition base with U.S. and Coalition Forces providing security. Secure
transportation will be provided to subcontractor personnel by the National Maintenance Contractor, free of charge to the subcontractor. The subcontractor shall provide armor vests and helmets to their
in-country personnel.

C.5.6.2 Living Facilities

The compound in Iraq at which the CLS effort will be performed has sufficient life support for students and subcontractors. Subcontractors will have
housing provided for them. This housing will be within the secure compound at a location to be determined in Iraq (provided in Attachment 006). It will be near to the ILAV Maintenance and Training
Facility. Bathroom facilities will be available. Meals will be furnished free of charge to the subcontractor personnel. U.S. Military Medical facilities will be available for the use of the
subcontractors at a location to be determined in Iraq (provided in Attachment 006).

C.5.6.3 Meals

The students will have meals furnished free of charge by the Iraqi Armed Forces (IAF), in the IAF dining rooms.

C.6 Reserved

*** END OF NARRATIVE C 001 ***

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SUBCONTRACT ATTACHMENT 10.3  FPI SDRL Requirements

Data Item #

Description

Frequency Of
Submittal

Formal: & Data Item
Description ReferenceA001(a)

Contractor Progress, Status & Management Report

Weekly

Subcontractor Format is Acceptable,
DI-MGMI-80227A001(b)

CLS Project Management Plan

Quarterly

Subcontractor Format is Acceptable,
DI-MGMI-80227A002

Course Training Report

End of Course

Subcontractor Format is AcceptableA003

Progress and Status Report (Maintenance)

Weekly

Subcontractor Format is AcceptableA004

Contractor Proposed Spare Parts List

180 Days Prior to EOC

DI-ILSS-80134AA005(a)

Training Plan

15 Days ACA

DI-ILSS-80872A005(b)

Draft Training Materials

30 Days ACA

DI-ILSS-80872A005(c)

Training Package

Start of Each Class

DI-ILSS-80872A006

Failure Analysis and Corrective Action Report

As Required

Electronic Submission, DI-RELI-81315A007(a)

Vehicle Manuals

Each Vehicle

Both English & ArabicA007(b)

Vehicle Manual Sets

60 Days ACA

Both English & Arabic


61

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SUBCONTRACT ATTACHMENT 10.4
Solicitation W56HZV-06-D-VB01
SPECIFICATIONS
ATTACHMENT 001
24 MAY 06

IRAQI LIGHT ARMORED VEHICLE (ILAV) SPECIFICATION

It
is the intent of these specifications to provide for the furnishing and delivery of a complete motorized, wheeled, armored vehicle that is designed to resist attack from small arms and medium
mines. These specifications cover only the general requirements as to the type of equipment and performance criteria to which the vehicle must conform, together with certain details to finish and
appliances. Minor details of construction, materials, and essential accessories where not otherwise specified, are left to the discretion of the contractor who shall be solely responsible for the
design and assembly/construction of all apparatus.

The
vehicle shall be provided with all new parts, manufacturer standard equipment, and the following minimum equipment/capability:

3.1.1

STANDARD EQUIPMENT:3.1.1.1

LIGHT PACKAGE TO INCLUDE: HEADLIGHTS, TURN SIGNALS, TAILLIGHTS, AND BRAKE LIGHTS.3.1.1 1.1

THE VEHICLE SHALL BE EQUIPPED WITH A MINIMUM OF 3 DOME LIGHTS. 1 IN THE CREW AREA AND 2 IN THE SQUAD AREA.3.1.1.2

EXTERNAL REARVIEW MIRRORS RIGHT AND LEFT SIDES OF VEHICLE.3.1.1.3

WINDSHIELD WIPING AND WASHING SYSTEM SHALL BE PROVIDED.3.1.1.4

THREE (3) PORTABLE FIRE FIGHTING EXTINGUISHERS, TYPE ABC. TWO STORED IN SQUAD AREA (10 LB EACH). ONE STORED IN CREW AREA (5 LB).3.1.1.5

ENGINE COMPARTMENT FIRE EXTINGUISHER SYSTEM SHALL BE MANUALLY ACTIVATED FROM INSIDE THE VEHICLE.3.1.1.6

VEHICLE JACK, TO INCLUDE STOWAGE, APPROPRIATE TO LIFT VEHICLE DURING TIRE CHANGE.3.1.1.7

VEHICLE SHALL BE EQUIPPED WITH MECHANICAL ASSIST TO RAISE AND LOWER SPARE TIRE FROM VEHICLE.3.1.1.8

STANDARD TOOLS REQUIRED FOR OPERATOR LEVEL MAINTENANCE.3.1.1.9

VEHICLE SHALL BE EQUIPPED WITH TIRE CHANGING TOOLS.3.1.1.10

VEHICLE SHALL BE EQUIPPED WITH PIONEER TOOLS.3.1.1.11

STOWAGE PROVISIONS FOR ALL TOOLS NOT TO IMPEDE USER MISSION.3.1.1.12

JUMPER CABLES, ONE SLAVE-TO-SLAVE STYLE (NATO) MINIMUM 12 FEET.3.1.1.13

AMMETER, CHARGING INDICATOR OR VOLTMETER.3.1.1.14

OIL PRESSURE GAGE OR INDICATOR.


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3.1.1.15

ENGINE TEMPERATURE GAGE OR HIGH COOLANT TEMPERATURE WARNING LIGHT/INDICATOR AND LOW COOL- ANT LEVEL WARNING LIGHT/INDICATOR.3.1.1.16

SPEEDOMETER WITH RECORDING ODOMETER.3.1.1.17

TACHOMETER.3.1.1.18

WARNING LIGHT/INDICATOR AND BUZZER FOR LOW OIL PRESSURE.3.1.1.19

AIR CONDITIONING SYSTEM SHALL BE PROVIDED WHICH IS CAPABLE OF MAINTAINING THE INTERIOR TEMPERATURE OF ALL OCCUPANT AREAS TO 80°F OR LOWER, AT AN AMBIENT TEMPERATURE OF 130°F WHEN VEHICLE IS IN LOCK DOWN
SITUATION WITH FULL SOLAR LOADING.3.1.1.20

HEATING SYSTEM SHALL BE PROVIDED WHICH IS CAPABLE OF MAINTAINING THE INTERIOR TEMPERATURE OF THE OCCUPANT AREAS TO A MINIMUM OF 65°F, AT AN AMBIENT TEMPERATURE OF -20°F WHEN VEHICLE IS IN LOCK DOWN SITUATION.
VEHICLE SHALL ALSO HAVE DEFROSTING/DEFOGGING CAPABILITY.3.1.1.21

VEHICLE SHALL BE PROVIDED WITH REMOVABLE POTABLE WATER STORAGE CONTAINERS CAPABLE OF BEING SECURELY STOWED INSIDE PERSONNEL AREA WITHOUT INTERFERRING WITH NORMAL VEHICLE OPERATIONS. TOTAL CAPACITY OF WATER NOT LESS THAN
10 GALLONS.3.1.1.22

VEHICLE SHALL HAVE ALL NECESSARY PROVISIONS TO INSTALL THE HARRIS MULTI-BAND SYSTEM (RF 5800M-V201). THE FOLLOWING WEB SITE CAN BE USED FOR ADDITIONAL DETAILS: http://www.rfcomm.harris.com3.1.1.23

THE VEHICLE SHALL BE PROVIDED WITH AN INTRA-VEHICLE INTERCOM SYSTEM FOR COMMUNICATION BETWEEN CREW AND SQUAD. THE DRIVER AND GUNNER SHALL HAVE SIMULTANEOUS ACCESS TO THE INTERCOM SYSTEM.3.1.1.24

UNIVERSAL SYMBOLS (ISO 3287SYMBOLS FOR OPERATOR'S CONTROLS AND OTHER DISPLAYS) SHALL BE USED. IF UNIVERSAL SYMBOLS NOT AVAILABLE, USE ARABIC OR ENGLISH SYMBOLS/WORDS.3.1.2

RATINGS:3.1.2.1

VEHICLE RATINGS SHALL BE THE MANUFACTURER'S PUBLISHED RATING.3.1.2.2

COMPONENT RATINGS SHALL NOT BE RAISED TO MEET REQUIREMENTS.3.1.2.3

ALL INDIVIDUAL COMPONENTS, INCLUDING BUT NOT LIMITED TO ENGINE, TRANSMISSION, DRIVELINE, AXLES, SUSPENSION AND TIRES SHALL BE RATED AT OR ABOVE THE GROSS COMBINATION WEIGHT (GCW) OR GROSS VEHICLE WEIGHT (GVW) RATINGS,
WHICHEVER IS GREATER.3.1.3

COLOR:3.1.3.1

VEHICLE EXTERIOR COLOR TO BE DESERT TAN 686A, COLOR CHIP 33446 IN ACCORDANCE WITH FED-STD-595 OR EQUIVALENT.


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3.1.4

TOWING:3.1.4.1

VEHICLE SHALL HAVE TOW BAR AND RECOVERY CABLE (MINIMUM LENGTH 20 FEET) TO ALLOW TOWING OR BEING TOWED BY A SIMILAR SIZED VEHICLE AND TO SUPPORT VEHICLE RECOVERY. BOTH TOW BAR AND RECOVERY CABLE SHALL BE RATED AT
GVW.3.1.4.2

VEHICLE SHALL HAVE 2 TOW EYES LOCATED ON THE FRONT AND 2 TOW EYES LOCATED ON THE REAR OF THE VEHICLE TO INTERFACE WITH THE PROVIDED TOW BAR.3.1.4.3

SHACKLES (4 EACH) SHALL BE PROVIDED WHICH INTERFACE WITH THE TOW EYES.3.1.4.4

IF VEHICLE IS PROVIDED WITH AN AIR BRAKE SYSTEM THEN THE VEHICLE SHALL BE PROVIDED WITH FRONT AND REAR AIR BRAKE CONNECTIONS FOR USE IN TOWING LIKE VEHICLES/TRAILERS.3.1.4.5

VEHICLE SHALL HAVE STORAGE SPACE FOR BOTH TOW BAR AND RECOVERY CABLE WHICH SHALL NOT IMPEDE VEHICLE MISSION.3.1.4.6

VEHICLE SHALL BE CAPABLE OF ASSISTED RECOVERY.3.1.4.7

VEHICLE SHALL BE EQUIPPED WITH PINTLE CAPABLE OF TOWING LIKE VEHICLE/TRAILER.3.1.5

ENGINE:3.1.5.1

VEHICLE SHALL BE PROVIDED WITH A TURBOCHARGED DIESEL ENGINE, CAPABLE OF PERFORMING AS SPECIFIED ON BOTH HIGH SULFUR CONTENT (~1%) DIESEL FUEL AND JP8.3.1.5.2

THE ENGINE COOLING SYSTEM AND AIR FILTER SYSTEM SHALL BE ABLE TO HANDLE HOT, DUSTY (VERY FINE PARTICULATES) DESERT ENVIRONMENT AND BE PROPERLY DESIGNED FOR SUSTAINING FLUID TEMPERATURES WHILE TOWING ANOTHER LIKE VEHICLE
WHEN OPERATING IN A STEADY STATE CONDITION.3.1.6

TRANSMISSION:3.1.6.1

VEHICLE SHALL BE EQUIPPED WITH AN AUTOMATIC TRANSMISSION.3.1.6.2

THE TRANSMISSION OIL COOLER SHALL BE ABLE TO HANDLE HOT, DUSTY (VERY FINE PARTICULATES) DESERT ENVIRONMENT AND BE PROPERLY DESIGNED FOR SUSTAINING FLUID TEMPERATURES WHILE TOWING ANOTHER LIKE VEHICLE WHEN OPERATING IN A
STEADY STATE CONDITION.3.1.6.3

VEHICLE SHALL HAVE POWER TO ALL WHEELS.3.1.7

STEERING:3.1.7.1

THE VEHICLE SHALL BE PROVIDED WITH POWER STEERING AND SHALL BE LEFT HAND DRIVE.3.1.7.2

THE VEHICLE SHALL HAVE A WALL TO WALL TURNING DIAMETER OF LESS THAN 70 FEET.


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3.1.8

TIRES:3.1.8.1

ALL TIRES SHALL BE OF THE SAME SIZE, LOAD RATING AND TREAD DESIGN, AND ALL WHEELS SHALL BE INTERCHANGEABLE, INCLUDING THE SPARE WHEEL AND TIRE ASSEMBLY.3.1.8.2

VEHICLE SHALL HAVE A SPARE WHEEL AND TIRE ASSEMBLY WITH HOLDER PROVIDED. STOWAGE LOCATION OF THE SPARE WHEEL AND TIRE ASSEMBLY SHALL NOT IMPEDE VEHICLE/USER MISSION.3.1.8.3

ALL TIRES, INCLUDING THE PROVIDED SPARE (1 PER VEHICLE), SHALL BE OF RADIAL CONSTRUCTION, RUN FLAT AND HAVE ON-OFF ROAD TREAD.3.1.9

ELECTRICAL EQUIPMENT:3.1.9.1

A 24 VOLT ELECTRICAL SYSTEM SHALL BE PROVIDED. THE FOLLOWING CIRCUITS SHALL BE PROVIDED AND OPERATE AT 24 VOLTS:3.1.9.1.1

THE 24 VOLT CIRCUIT OF THE CENTER DASH-MOUNTED TERMINAL BLOCK FOR THE USER SUPPLIED RADIO.3.1.9.1.2

THE ENGINE STARTING CIRCUIT TO INCLUDE THE STARTER.3.1.9.1.3

THE VEHICLE SHALL BE PROVIDED WITH A 24 VOLT CHARGING SYSTEM.3.1.9.2

THE RADIO SHALL BE LOCATED IN THE CREW AREA.3.1.9.3

VEHICLE SHALL HAVE HEAVY DUTY BATTERIES.3.1.9.4

NATO SLAVE RECEPTACLE FOR VEHICLE STARTING.3.1.10

VEHICLE CHARACTERISTICS:3.1.10.1

THE VEHICLE SHALL ACCOMMODATE 2 CREW MEMBERS (1 DRIVER AND 1 GUNNER) AND NOT LESS THAN 8 SQUAD.3.1.10.2

THE VEHICLE SHALL HAVE A DOOR CONFIGURATION WHICH SHALL ALLOW FOR SIMULTANEOUS INGRESS/EGRESS OF 2 FULLY EQUIPPED SOLDIERS (95TH PERCENTILE MALE WITH FULL COMBAT GEAR) THROUGH THE REAR OF THE VEHICLE. SIMULTANEOUS
INGRESS/EGRESS OF ADDITIONAL SOLDIERS SHALL ALSO BE PROVIDED FOR BOTH THE DRIVER AND GUNNER (ONE EACH) IN THE CREW AREA.3.1.10.3

IN ADDITION TO THE HATCH PROVIDED WITH THE WEAPON STATION RING MOUNT (SEE 3.1.12.1), ONE ADDITIONAL HATCH SHALL BE PROVIDED IN THE SQUAD AREA.3.1.10.4

A SEAT SHALL BE PROVIDED FOR EACH CREW MEMBER (DRIVER AND GUNNER, 2 TOTAL).3.1.10.5

A SEAT SHALL BE PROVIDED FOR EACH SQUAD MEMBER.3.1.10.6

EACH CREW SEAT SHALL BE PROVIDED WITH A 4 POINT SEAT BELT ASSEMBLY.3.1.10.7

EACH SQUAD SEAT SHALL BE PROVIDED WITH A 4 POINT SEAT BELT ASSEMBLY.3.1.10.8

VEHICLE CAB SHALL PROVIDE THE DRIVER WITH 180 DEG FIELD OF UNOBSTRUCTED VIEW WHILE SEATED IN THE DRIVER'S SEAT.3.1.10.9

VEHICLE IS TO BE EQUIPPED WITH NOT LESS THAN 1 FIRING PORT WITH CORRESPONDING VISION BLOCK PER SIDE (RIGHT, LEFT, REAR) OF THE SQUAD AREA.3.1.10.10

SQUAD AREA SHALL BE PROVIDED WITH A MINIMUM FLOOR TO CEILING HEIGHT OF 60 INCHES.


65

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3.1.10.11

ALL SEATS SHALL HAVE A MINIMUM OF 42 INCHES OF CLEARANCE FROM SEAT CUSHIONS TO CEILING.3.1.10.12

VEHICLE SHALL BE EQUIPPED WITH NOT LESS THAN 3 ENCLOSED INTERIOR STORAGE BINS (1 IN THE CREW AREA AND 2 IN THE SQUAD AREA) WITH POSITIVE LATCHING DEVICES.3.1.10.13

VEHICLE FULLY OUTFITTED WITHOUT PERSONNEL SHALL NOT WEIGH MORE THAN 34,000LB.3.1.10.14

WIDTH NOT TO EXCEED 10 FEET (NOT INCLUDING MIRRORS).3.1.10.15

REDUCIBLE HEIGHT NOT TO EXCEED 9 FEET. TASK TO BE ACCOMPLISHED BY 2 PERSONNEL WITHOUT THE USE OF AUXILIARY LIFTING DEVICES (SHALL BE COMPLETED WITH ONLY ONBOARD TOOLS).3.1.10.16

THE GROUND CLEARANCE OF THE VEHICLE SHALL MEET BOTH OF THE FOLLOWING REQUIREMENTS;
(a) THE VEHICLE SHALL BE CAPABLE OF PASSING OVER AN OBSTACLE 13.2 INCHES TALL AND 24 INCHES WIDE THAT IS CENTERED UNDER THE VEHICLE'S LONGITUDINAL CENTERLINE WITHOUT ANY PART OF THE VEHICLE CONTACTING THE OBSTACLE
(b) NO PART OF THE VEHICLE, EXLUDING THE TIRE/WHEEL ASSEMBLIES, SHALL BE LESS THAN 10.2 INCHES FROM THE GROUND.
NOTE: THE BELOW DIAGRAM IS A GRAPHICAL REPRESENTATION OF THE MINIMUM GROUND CLEARANCE REQUIREMENTS.24"GRAPHIC3.1.11

PERFORMANCE:3.1.11.1

VEHICLE SHALL BE CAPABLE OF BEING STARTED AND OPERATED IN TEMPERATURES RANGING FROM -20 TO 130 DEGREES FAHRENHEIT WITHOUT ADDITION OF STARTING KITS.3.1.11.2

SHALL BE PROVIDED WITH FUEL TANK(S) OF SUFFICIENT CAPACITY TO FACILITATE A RANGE FOR THE VEHICLE AT GVW OF 450 MILES.3.1.11.3

THE VEHICLE SHALL BE CAPABLE OF OPERATING 90% OF MISSION ON PAVED AND UNPAVED ROADS AND 10% OFF ROAD (TRAILS).3.1.11.4

VEHICLE SHALL OPERATE AT REDUCED SPEEDS OFF ROAD IN A RANGE OF ENVIRONMENTS INCLUDING SAND, MUD, LOOSE SOIL AND GRAVEL.3.1.11.5

VEHICLE SHALL BE CAPABLE OF PASSING THROUGH LIGHT OR MEDIUM VEGETATION AND LIGHT MAN MADE STRUCTURES.


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3.1.11.6

VEHICLE AT GVW SHALL BE CAPABLE OF OBTAINING A TOP SPEED OF 65 MPH ON LEVEL HIGHWAY.3.1.11.7

VEHICLE SHALL BE CAPABLE OF MAINTAINING A MINIMUM SPEED OF 40 MPH AT GCW ON A LEVEL HIGHWAY.3.1.11.8

VEHICLE AT GVW SHALL BE CAPABLE OF ACCELERATING FROM 0 TO 20 MPH WITHIN 6.0 SECONDS ON LEVEL HIGHWAY.3.1.11.9

VEHICLE AT GVW SHALL BE CAPABLE OF CLIMBING AND DESCENDING A 45% SLOPE.3.1.11.10

VEHICLE AT GVW SHALL BE CAPABLE OF TRAVERSING A 20% SIDE SLOPE ON EACH SIDE.3.1.11.11

VEHICLE AT GVW SHALL BE CAPABLE OF NAVIGATING AN 18 INCH VERTICAL WALL.3.1.11.12

VEHICLE SHALL HAVE A FORDING DEPTH OF NOT LESS THAN 36 INCHES.3.1.12

WEAPON ACCOMMODATION:3.1.12.1

MINIMUM ONE WEAPON STATION RING MOUNT, LOCATED IN THE CREW OR SQUAD AREAS WITH HATCH ACCESS, CAPABLE OF ACCOMMODATING A PKM 7.62 MM MACHINE GUN. LOCATION AND OPERATION OF WEAPON STATION(S) SHALL NOT INTERFERE WITH
DRIVER.3.1.12.2

STOWAGE FOR NOT LESS THAN 600 ROUNDS (BOXED) OF PKM 7.62 X 54 IN THE SQUAD AREA AND 200 ROUNDS (BOXED) OF PKM 7.62 X 54 IN THE CREW AREA.3.1.12.3

WEAPON STATION TO PROVIDE ADJUSTABLE HEIGHT GUNNER PLATFORM.3.1.12.4

WEAPON TO BE CAPABLE OF FIRING AT 45 DEGREE ELEVATION ABOVE THE HORIZON AND 8 DEGREES BELOW THE HORIZON. PKM RING MOUNT SHALL BE DESIGNED TO INHIBIT SHOOTING OF THE VEHICLE.3.1.12.5

WEAPON STATION TO BE ACCESSIBLE BY ANY PERSONNEL WITHIN THE VEHICLE WITHOUT HAVING TO EXIT THE VEHICLE.3.1.12.6

WEAPON STATION COMBINED FIELD OF FIRE TO PROVIDE 360 DEGREE OF COVERAGE.3.1.12.7

STOWAGE FOR 1 BOX OF 7.62 X 39 RIFLE AMMUNITION PER SQUAD MEMBER (LOCATED IN THE SQUAD AREA).3.1.12.8

STOWAGE FOR 1 BOX OF 7.62 X 39 RIFLE AMMUNITION SHARED BY THE GUNNER AND DRIVER (LOCATED IN THE CREW AREA).3.1.12.9

APPROPRIATE BRACKETS SHALL BE PROVIDED TO SECURELY HOLD CREW AND SQUAD AK-47 RIFLES DURING OPERATIONS.3.1.13

VEHICLE SURVIVABILITY:3.1.13.1

VEHICLE, INCLUDING THE BALLISTIC GLASS, SHALL BE CAPABLE OF PREVENTING PENETRATION INTO VEHICLE OF THE THRESHOLD ROUNDS AS DESCRIBED IN ATTACHMENT 006.


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3.1.13.2

WEAPON STATION GUNNER TO HAVE 360 DEGREE BALLISTIC PROTECTION OF THE THRESHOLD ROUNDS AS DESCRIBED IN ATTACHMENT 006.3.1.13.3

VEHICLE SHALL HAVE PROTECTION AGAINST THE MINE THREAT AS DESCRIBED IN ATTACHMENT 006, UNDER ANY WHEEL.3.1.14

BRAKES:3.1.14.1

VEHICLE SHALL BE PROVIDED WITH SERVICE BRAKES CAPABLE OF BRINGING THE VEHICLE TO A STOP FROM 20 MPH WITHIN 35 FEET WHILE AT GVW (DRIFT OF NO MORE THAN 1 FOOT LEFT OR RIGHT).3.1.14.2

VEHICLE SHALL BE PROVIDED WITH PARKING BRAKES WHICH SHALL BE CAPABLE OF HOLDING THE VEHICLE AT GVW ON A 45% LONGITUDINAL SLOPE.3.1.14.3

VEHICLE SHALL BE PROVIDED WITH EMERGENCY BRAKES.


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SUBCONTRACT ATTACHMENT 10.5
Contract W56HZV-06-D-VB01
TECHNICAL INFORMATION
ATTACHMENT 002
24 MAY 06

IRAQI LIGHT ARMORED VEHICLE (ILAV)

2.     STANDARD EQUIPMENT:



Comments:



69

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5.     TOWING:



Comments:

6.     ENGINE:



Comments:

7.     TRANSMISSION:



Comments:

8.     TRANSFER CASE:



70

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9.     AXLES:



Comments:

10.   SUSPENSION:



Comments:

11.   STEERING:



Comments:

12.   TIRES:



Comments:

14.   VEHICLE CHARACTERISTICS:



71

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Comments:

15.   PERFORMANCE:









Comments:

16.   WEAPON ACCOMODATION:



72

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Comments:

18.   VEHICLE SURVIVABILITY:

See Attachment 006

73

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SUBCONTRACT ATTACHMENT 10.6
W56HZV-06-D-VB01
ILAV SHAKEDOWN TEST PLAN
ATTACHMENT 003
24 May 06

Shakedown Test and Inspection Plan

Requirements Verification.

Shakedown Test Vehicle (STV).To determine the contractor's capability to produce a vehicle in accordance with the specification, one vehicle will be delivered to
an approved USG test site for testing. The vehicle, when completed, shall be submitted to the procuring activity for examination and testing to determine conformance to the requirements of the
specification. The vehicle that will be submitted by the contractor shall be a production representative vehicle supplied
from the production facility manufactured using tooling under the supply contract. The vehicle shall be provided with all new parts and manufacturer standard equipment.

The
inspection and tests referenced in Table 1 may be modified at the discretion of the Government depending on the final configuration of the vehicle supplied.

TEST

LOCATIONGovernment Tests (Shakedown Test Vehicle (STV))

Government Test Facility


A
visual inspection and a vehicle test will be required per Table 1 in addition to a 3,000 mile Shakedown Test (described in detail in Appendix 1 below).

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TABLE 1  CLASSIFICATION OF INSPECTION AND TESTS

TITLE

REQUIREMENT

TEST
PROCEDURE

STV VISUAL
INSPECTION

STV
TESTShakedown Test Vehicle (STV)Armored Vehicle

3.1Vehicle Standard Equipment

3.1.1

4.1.1Light Package

3.1.1.1

4.1.1.1

XDome Lights

3.1.1.1.1

4.1.1.1.1

XExternal Mirrors

3.1.1.2

4.1.1.2

XWindshield Wipers With Washer Fluid Applicator

3.1.1.3

4.1.1.3

XPortable Fire Extinguishers

3.1.1.4

4.1.1.4

XEngine Fire Extinguisher

3.1.1.5

4.1.1.5

XVehicle Jack

3.1.1.6

4.1.1.6

XSpare Tire Mechanical Assist

3.1.1.7

4.1.1.7

XStandard Operator Tools

3.1.1.8

4.1.1.8

XTire Changing Tools

3.1.1.9

4.1.1.9

XPioneer Tools

3.1.1.10

4.1.1.10

XTool Stowage

3.1.1.11

4.1.1.11

XJumper Cables

3.1.1.12

4.1.1.12

XBattery Charging System Gages

3.1.1.13

4.1.1.13

XOil Pressure Gage

3.1.1.14

4.1.1.14

XEngine Coolant Temperature Gage

3.1.1.15

4.1.1.15

XSpeedometer/Odometer

3.1.1.16

4.1.1.16

XTachometer

3.1.1.17

4.1.1.17

XEngine Low Pressure Warning

3.1.1.18

4.1.1.18

XAir Conditioning System

3.1.1.19

4.1.1.19



XHeating System

3.1.1.20

4.1.1.20

XWater Storage

3.1.1.21

4.1.1.21

XRadio Provisions

3.1.1.22

4.1.1.22

XIntercom System

3.1.1.23

4.1.1.23



XUniversal Symbols

3.1.1.24

4.1.1.24

XRatings

3.1.2Vehicle Ratings

3.1.2.1Component Ratings

3.1.2.2Individual Component Ratings

3.1.2.3Vehicle Color

3.1.3Vehicle Exterior Color

3.1.3.1

4.1.3.1

XTowing Provisions

3.1.4Tow Bar and Recovery Cable

3.1.4.1

4.1.4.1

XTow Eyes Front and Rear of Vehicle

3.1.4.2

4.1.4.2

XShackles

3.1.4.3

4.1.4.3

XFront and Rear Air Brake Connections

3.1.4.4

4.1.4.4

XTow Bar and Cable Storage

3.1.4.5

4.1.4.5

XAssisted Recovery

3.1.4.6


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TITLE

REQUIREMENT

TEST
PROCEDURE

STV VISUAL
INSPECTION

STV
TESTVehicle Pintle

3.1.4.7

4.1.4.7

XEngine

3.1.5Engine Type

3.1.5.1

4.1.5.1

XEngine Cooling

3.1.5.2Transmission

3.1.6Type

3.1.6.1

4.1.6.1

XOil Cooler

3.1.6.2Drive Line

3.1.6.3

4.1.6.3



XSteering

3.1.7Style and Mounting

3.1.7.1

4.1.7.1

XTurning radius (Wall to Wall)

3.1.7.2

4.1.7.2



XTires

3.1.8Tread Design

3.1.8.1

4.1.8.1

XSpare

3.1.8.2

4.1.8.2

XConstruction

3.1.8.3

4.1.8.3

XElectrical Equipment

3.1.9Voltage Requirement

3.1.9.1Dash Terminal Block

3.1.9.1.1

4.1.9.1.1

XEngine Starting Circuit

3.1.9.1.2

4.1.9.1.2

XCharging System

3.1.9.1.3

4.1.9.1.3

XRadio Location

3.1.9.2

4.1.9.2

XHeavy Duty Batteries

3.1.9.3

4.1.9.3

XSlave Receptacle

3.1.9.4

4.1.9.4

XVehicle Characteristics

3.1.10Crew Accommodations

3.1.10.1

4.1.10.1

XRear Door

3.1.10.2

4.1.10.2

XCrew Hatch

3.1.10.3

4.1.10.3

XCrew Seats

3.1.10.4

4.1.10.4

XSquad Seats

3.1.10.5

4.1.10.5

XCrew 4 Point Seat Belts

3.1.10.6

4.1.10.6

XSquad 4 Point Seat Belts

3.1.10.7

4.1.10.7

XDriver 180 deg Field of View

3.1.10.8

4.1.10.8



XFiring Port & Corresponding Vision Block

3.1.10.9

4.1.10.9

XFloor to Ceiling Height

3.1.10.10

4.1.10.10



XSeat Cushion to Ceiling Height

3.1.10.11

4.1.10.11



XInterior Storage Bins

3.1.10.12

4.1.10.12

XFully Outfitted Weight

3.1.10.13

4.1.10.13



XVehicle Width

3.1.10.14

4.1.10.14



XVehicle Reducible Height

3.1.10.15

4.1.10.15



XGround Clearance

3.1.10.16

4.1.10.16



X


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TITLE

REQUIREMENT

TEST
PROCEDURE

STV VISUAL
INSPECTION

STV
TESTPerformance

3.1.11Vehicle starting

3.1.11.1Range

3.1.11.2

4.1.11.1



XOperating Summary

3.1.11.3

4.1.11.2



XOperational Environments

3.1.11.4

4.1.11.3



XObstacle Navigation

3.1.11.5

4.1.11.4



XVehicle Top Speed

3.1.11.6

4.1.11.5

XVehicle Minimum Speed

3.1.11.7

4.1.11.6



XVehicle Acceleration

3.1.11.8

4.1.11.7



XVehicle Climbing and Descending

3.1.11.9

4.1.11.8



XSlope Operation

3.1.11.10

4.1.11.9



XVertical Obstacle Negotiation

3.1.11.11

4.1.11.10



XVehicle Fording

3.1.11.12

4.1.11.11



X4.1.11.12



XWeapons

3.1.12Weapon Station

3.1.12.1

4.1.12.1

XStowage PKM Ammunition

3.1.12.2

4.1.12.2

XWeapon Station

3.1.12.3

4.1.12.3

XWeapon Station Range of Firing

3.1.12.4

4.1.12.4

XWeapon Station Accessibility

3.1.12.5

4.1.12.5

XWeapon Station Field of Fire

3.1.12.6

4.1.12.6

XStowage Squad Ammunition

3.1.12.7

4.1.12.7

XStowage Crew Ammunition

3.1.12.8

4.1.12.8

XRifle Stowage

3.1.12.9

4.1.12.9

XVehicle Survivability protection

3.1.13Vehicle Armor Protection

3.1.13.1

4.1.13.1

XGunner Station Armor Protection

3.1.13.2

4.1.13.2

XVehicle Mine Protection

3.1.13.3

4.1.13.3

XAdditional Armor Protection

3.1.13.4

4.1.13.4

XBrakes

3.1.14Service Brakes

3.1.14.1

4.1.14.1



XParking Brakes

3.1.14.2

4.1.14.2



XEmergency Brakes

3.1.14.3

4.1.14.3



X


77

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SUBCONTRACT ATTACHMENT 10.06
W56HZV-06-D-VB01
ILAV SHAKEDOWN TEST PLAN
ATTACHMENT 003
24 May 06

4.1
Armored Vehicle. The Iraqi Light Armored Vehicle (ILAV) is an armored personnel carrier designed to operate in an urban setting the majority of the time with minimal off-road
operations. Table 1 directs the type of testing that will be performed and at what level.

4.1.1
Vehicle Standard Equipment. The vehicle shall have a list of standard items not limited to the call-outs in Table 1.

4.1.1.1
Vehicle light package. A visual inspection to verify compliance of 3.1.1.1 is required to verify operation of the headlights, turn signals, tail lights and brake lights. All lights shall be
tested for operation and compliance.

4.1.1.1.1
Dome Lights. To verify compliance of 3.1.1.1.1. The vehicle shall have 3 dome lights that work independently. Dome lights shall operate with engine running and not running. Testing will
comprise of all the different scenarios.

4.1.1.2
External Rear View Mirrors. The vehicle shall be visually inspected to verify compliance to 3.1.1.2. The two rear view mirrors shall be an adjustable design.

4.1.1.3
Windshield Wipers and Washer Fluid Applicator. With the vehicle running, the windshield wipers and washer applicator shall be visually inspected to verify compliance to 3.1.1.3. When washer
fluid switch is depressed fluid shall be applied to the windshields.

4.1.1.4
Portable Fire Extinguishers. The vehicle shall be visually inspected to verify the three extinguishers, type ABC, for compliance to 3.1.1.4. Each extinguisher bracket shall be inspected for
location and design integrity.

4.1.1.5
Engine Fire Extinguisher. The vehicle shall be visually inspected for a manually activated fire extinguisher system, for the engine compartment, by the crew to verify conformance to 3.1.1.5.

4.1.1.6
Vehicle Jack. Vehicle shall be inspected for a vehicle Jack to verify conformance to 3.1.1.5. The Jack rating shall be inspected to confirm that it will support the GVW. Storage location of
the Jack shall be visually inspected to ensure it will not interfere with vehicle/user mission operations.

4.1.1.7
Spare Tire Mechanical Assist. The vehicle shall be visually inspected for a mechanical assist mechanism which will raise and lower the spare tire.

4.1.1.8
Standard Operator Tools. The vehicle shall be visually inspected for a standard tool set to support the operator level maintenance.

4.1.1.9
Tire Changing Tools. The vehicle shall be visually inspected for a set of tire changing tools.

4.1.1.10
Pioneer Tools. The vehicle shall be visually inspected for a set of pioneer tools.

4.1.1.11
Tool Stowage. The vehicle shall be visually inspected for storage of all supplied tools. Tool storage shall be in a location that will not impede with vehicle/user operation.

4.1.1.12
Jumper Cables. The vehicle shall be visually inspected for one NATO slave to NATO slave cable not less than 12 feet. Cable storage shall not impede vehicle/user operation.

4.1.1.13
Ammeter, Charging Indicator or Volt Meter. Vehicle shall be visually inspected for compliance to 3.1.1.13.

4.1.1.14
Oil Pressure Gage or Indicator. Vehicle shall be visually inspected for compliance to 3.1.1.14.

78

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4.1.1.15
Engine Coolant Temperature Gage. The vehicle shall be visually inspected for a high coolant temperature warning light or indicator and a low coolant warning light or indicator to verify
compliance to 3.1.1.15.

4.1.1.16
Speedometer/Odometer. The vehicle shall be visually inspected for a speedometer and recording odometer to verify compliance to 3.1.1.16.

4.1.1.17
Tachometer. The vehicle shall be visually inspected for a tachometer.

4.1.1.18
Low Oil Pressure Gage. The vehicle shall be visually inspected for a low oil pressure warning light or indicator to verify compliance to 3.1.1.18.

4.1.1.19
Air Conditioning System. The vehicle shall be tested at an approved government test facility to verify compliance to 3.1.1.19. Vehicle interior temperature shall not exceed 80 deg f during
high temperature testing with an ambient of 130 def F with solar loading. Testing will not be limited to standard equipment, electronic systems, engine starting, and static steering performance.

4.1.1.20
Heating Systems. The vehicle shall be visually inspected to confirm compliance to 3.1.1.20.

4.1.1.21
Potable Water. Vehicle shall be visually inspected for potable water container(s) capable of being securely stored inside the personnel area without interfering with vehicle/user operations.

4.1.1.22
Radio Provisions. Vehicle shall be visually inspected to confirm compliance to 3.1.1.22. All necessary connections will be required to operate the Harris Multi Band Radio
(RF 5800M-V201).

4.1.1.23
Driver & Gunner Intra-Vehicle Intercom Access. The vehicle shall be visually inspected to confirm compliance with 3.1.1.23. The driver and gunner shall be provided the necessary
hardware to access the intra-vehicle intercom system simultaneously.

4.1.1.24
Universal Symbols. The vehicle shall be visually inspected to confirm compliance to 3.1.1.24. Universal Symbols shall be used if available. If not, Arabic or English symbols/words shall be
used.

4.1.3
Vehicle Color. Vehicle shall be painted desert tan.

4.1.3.1
Vehicle Exterior Color. Vehicle exterior color shall be visually inspected to paint chip Desert Tan 686A color chip 33446 in accordance with FED-STD-595 or equivalent.

4.1.4
Towing. Vehicle shall be configured to tow or be towed by a similar vehicle.

4.1.4.1
Towing and Recovery Provisions. Vehicle shall be visually inspected to verify conformance to 3.1.4.1. The vehicle shall have a tow bar and cable to support vehicle towing and recovery
operations.

4.1.4.2
Tow Eyes. The vehicle shall be visually inspected to verify conformance to 3.1.4.2. The vehicle shall have 2 tow eyes in the front and 2 tow eyes in the rear of the vehicle that will interface
with the provided tow bar.

4.1.4.3
Shackles. The Vehicle shall be visually inspected to verify conformance to 3.1.4.3. The vehicle shall have 4 shackles to interface with the 4 tow eyes.

4.1.4.4
Air Brake Connections. If the vehicle is equipped with air brakes, the vehicle shall be visually inspected for front and rear air brake connections conforming to 3.1.4.4.

4.1.4.5
Tow Bar and Recovery Cable Storage. The vehicle shall be visually inspected to verify confirmation to 3.1.4.5. The vehicle shall have storage provisions for the tow bar and recovery cable that
does not impede vehicle/user operations.

4.1.4.7
Vehicle Pintle. The vehicle shall be visually inspected to verify conformance to 3.1.4.7. The tow pintle shall be rated to support towing a similar vehicle.

4.1.5
Engine. The vehicle shall have an engine as proposed.

79

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4.1.5.1
Engine Type. The vehicle shall be visually inspected to verify conformance to 3.1.5.1. The vehicle shall have a turbocharged diesel engine.

4.1.6
Transmission. The vehicle shall have a transmission as proposed.

4.1.6.1
Transmission Type. The vehicle shall be visually inspected to verify the vehicle is provided with an automatic transmission conforming to 3.1.6.1.

4.1.6.3
Drive Line. The vehicle shall be tested to verify conformance to 3.1.6.3. The vehicle shall have power to all wheels.

4.1.7
Steering. The vehicle shall have a steering system as proposed and meet performance requirements.

4.1.7.1
Power Steering. The vehicle shall be visually inspected to verify conformance to 3.1.7.1. The vehicle shall have power steering and be left hand drive.

4.1.7.2
Wall to Wall Turning. The vehicle shall be tested to verify conformance to 3.1.7.2. The wall to wall turning diameter shall be tested in the clockwise and counter clockwise direction. The
diameter shall be less than 70 feet in each direction.

4.1.8
Tires. All tires shall be inspected for conformance to size and type proposed.

4.1.8.1
Tire Size. Tires shall be visually inspected to verify conformance to 3.1.8.1. Tires shall be of the same size, load rating, and tread design which will be interchangeable with each other to
include the spare tire.

4.1.8.2
Spare Assembly. The vehicle shall be visually inspected to verify conformance to 3.1.8.2. The vehicle shall have a spare wheel and tire assembly with stowage that will not impede vehicle/user
operations.

4.1.8.3
Tire Construction. Tires shall be visually inspected to verify conformance to 3.1.8.3. All tires to include the spare shall be a radial design, run flat, and have on-off road
tread.

4.1.9
Electrical Equipment. The vehicle shall have a 24 volt electrical system.

4.1.9.1
24 Voltage Requirement.

4.1.9.1.1
Terminal Block. The contractor shall supply vehicle electrical schematics/specs for review to verify conformance to 3.1.9.1.1. The terminal block shall operate on 24 volts.

4.1.9.1.2
Engine Starting. The contractor shall supply vehicle electrical schematics/specs for review to verify conformance to 3.1.9.1.2. The starting circuit shall operate on 24 volts.

4.1.9.1.3
Charging System. The contractor shall supply vehicle electrical schematics/specs for review to verify conformance to 3.1.9.1.3. The vehicle charging system shall operate on 24 volts.

4.1.9.2
Radio Location. The vehicle shall be visually inspected to verify conformance to 3.1.9.2. There shall be a space claim for a radio located in the crew compartment.

4.1.9.3
Batteries. The vehicle shall be visually inspected to verify conformance to 3.1.9.3. The vehicle shall be equipped with heavy duty batteries.

4.1.9.4
NATO Slave. The vehicle shall be visually inspected to verify conformance to 3.1.9.4. The vehicle shall be equipped with a NATO slave receptacle.

4.1.10
Vehicle characteristics.

4.1.10.1
Total Personnel. The vehicle shall be visually inspected to verify conformance to 3.1.10.1. The vehicle shall accommodate 2 crew (1 driver and 1 gunner) and not less than 8 squad.

80

---



4.1.10.2
Rear Door. The vehicle shall be visually inspected to verify conformance to 3.1.10.2. The vehicle shall have rear access with a one or two door configuration. Any additional doors shall be
noted.

4.1.10.3
Hatches. The vehicle shall be visually inspected to verify conformance to 3.1.10.3. The vehicle shall have not less than one hatch in the crew area over the gunner's location. Any additional
hatches shall be noted.

4.1.10.4
Crew Seats. The vehicle shall be visually inspected to verify conformance to 3.1.10.4. The vehicle shall have a seat for each crew member (driver and gunner).

4.1.10.5
Squad Seats. The vehicle shall be visually inspected to verify conformance to 3.1.10.5. The vehicle shall have a seat for each squad member.

4.1.10.6
Crew Seat Belts. The vehicle shall be visually inspected to verify conformance to 3.1.10.6. Each crew member shall be provided with a 4 point seat belt assembly.

4.1.10.7
Squad Seat Belts. The vehicle shall be visually inspected to verify conformance to 3.1.10.7. Each squad member shall be provided with a 4 point seat belt assembly.

4.1.10.8
Driver's Field of View. The vehicle shall be tested to verify conformance to 3.1.10.8. The driver shall have a 180 deg unobstructed field of view while seated in the driver seat.

4.1.10.9
Firing Ports. The vehicle shall be visually inspected to verify conformance to 3.1.10.9. The vehicle shall be equipped with not less than 1 firing port with corresponding vision block per
side in the squad area (right, left, rear).

4.1.10.10
Floor to Ceiling Height. The vehicle shall be tested to verify conformance to 3.1.10.10. The vehicle shall have a minimum floor to ceiling height of 60 inches.

4.1.10.11
Seat to Ceiling Height. The vehicle shall be tested to verify conformance to 3.1.10.11. The vehicle shall have a minimum seat to ceiling height of 42 inches.

4.1.10.12
Storage Bins. The vehicle shall be visually inspected to verify conformance to 3.1.10.12. The vehicle shall have a minimum of 3 storage bins (1 in the crew area and 2 in the squad area) with
positive latching devices. Record dimensions of each storage bin.

4.1.10.13
Vehicle Weight. The vehicle shall be tested to verify conformance to 3.1.10.13. The vehicle fully outfitted without personnel shall not weigh more than 34,000 lb.

4.1.10.14
Vehicle Width. The vehicle shall be tested to verify conformance to 3.1.10.14. The vehicle width shall not exceed 10 feet (not including mirrors).

4.1.10.15
Vehicle Height. The vehicle shall be visually inspected to verify conformance to 3.1.10.15. The reducible height of the vehicle shall not exceed 9 feet. The task shall be accomplished by 2
personnel and not require auxiliary lifting devices (shall be completed with only onboard tools).

4.1.10.16
Vehicle Ground Clearance. The vehicle shall be visually inspected to verify conformance to 3.1.10.16. The vehicle ground clearance shall not be less than 15 inches or the proposed objective
value (if applicable).

4.1.11
Performance. The vehicle shall perform as proposed and meet all specified requirements.

4.1.11.1
Vehicle Starting. The vehicle shall be tested to verify the high temperature requirement of 3.1.11.1. Vehicle shall start and operate at 130 degrees Fahrenheit.

4.1.11.2
Range. The vehicle shall be tested at an approved government test facility to verify compliance to 3.1.11.2. The vehicle range at GVW while driving at normal operating speeds shall be not
less than 200 miles or the proposed objective range (if applicable).

81

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4.1.11.3
Operating Summary. The vehicle shall be tested at an approved government test facility to verify compliance to 3.1.11.3. Vehicle shall be capable of operating 80% of mission on paved and
unpaved roads and 20% off road (trails).

4.1.11.4
Operational Environments. The vehicle shall be tested at an approved government test facility to verify compliance to 3.1.11.4. Vehicle shall be capable of operating at reduced speeds on
sand, mud, loose soil and gravel.

4.1.11.5
Obstacle Navigation. The vehicle shall be visually inspected to verify conformance to 3.1.11.5. Vehicle features that support meeting this requirement shall be reviewed.

4.1.11.6
Vehicle Top Speed. The vehicle shall be tested at an approved government test facility to verify compliance to 3.1.11.6. The vehicle top speed at GVW on a level highway shall be not less than
50 mph or the proposed objective top speed (if applicable).

4.1.11.7
Vehicle Minimum Speed. The vehicle shall be tested at an approved government test facility to verify compliance to 3.1.11.7. Vehicle minimum speed at GCW on a level highway shall be not less
than 40 mph.

4.1.11.8
Vehicle Acceleration. The vehicle shall be tested to verify compliance to 3.1.11.8. The vehicle shall accelerate from 0 to 20 mph within 10 seconds or the proposed objective time (if
applicable).

4.1.11.9
Vehicle Climbing and Descending. The vehicle shall be tested to verify the conformance to 3.1.11.9. The vehicle shall climb and descend a 45% slope at GVW.

4.1.11.10
Vehicle Traversing. The vehicle shall be tested to verify conformance to 3.1.11.10. The vehicle shall traverse a 20% side slope in each direction at GVW.

4.1.11.11
Vertical Obstacle. The vehicle at GVW shall be tested to verify conformance with 3.1.11.11. The vehicle shall navigate an 18 inch vertical wall at GVW or the proposed vertical height (if
applicable).

4.1.11.12
Fording Depth. The vehicle shall be tested to verify compliance with 3.1.11.12. The vehicle shall have a fording depth of not less than 36 inches.

4.1.12
Weapon Accommodation. The vehicle shall have weapon accommodation as proposed and meet the performance requirements.

4.1.12.1
Weapon Station. The vehicle shall be visually inspected to verify conformance to 3.1.12.1. Vehicle shall have one weapon station ring mount, located over gunner with hatch access, capable of
accommodating a PKM 7.62 mm machine gun.

4.1.12.2
Stowage PKM Ammunition. The vehicle shall be visually inspected to verify conformance to 3.1.12.2. Vehicle shall have stowage for 600 rounds (boxed) of PKM 7.62 × 54
in squad area and 200 rounds (boxed) of the same in crew area.

4.1.12.3
Weapon Station Height Adjustability. The vehicle shall be visually inspected to verify conformance to 3.1.12.3. Weapon station should provide adjustable height gunner platform.

4.1.12.4
Weapon Station Angle Adjustability. The vehicle shall be visually inspected to verify conformance to 3.1.12.4. Weapon station should be able to fire at 45 degree elevation above horizon and 8
degrees below horizon. In addition, PKM ring mount design shall prevent potential shooting of the vehicle.

4.1.12.5
Weapon Station Accessibility. The vehicle shall be visually inspected to verify conformance to 3.1.12.5. Weapon station shall be accessible by any personnel within the vehicle without having
to exit vehicle.

82

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4.1.12.6
Weapon Station Field of Fire. The vehicle shall be visually inspected to verify conformance to 3.1.12.6. Weapon station combined field of fire to provide 360 degrees of coverage.

4.1.12.7
Stowage Squad AK-47 Ammunition. The vehicle shall be visually inspected to verify conformance to 3.1.12.7. Vehicle shall have stowage for 1 box of
7.62 × 39 rifle ammo per squad member (located in squad area).

4.1.12.8
Stowage Crew AK-47 Ammunition. The vehicle shall be visually inspected to verify conformance to 3.1.12.8. Vehicle shall have stowage for 1 box of
7.62 × 39 rifle ammo shared by driver and gunner (located in crew area).

4.1.12.9
Stowage Crew and Squad AK-47's. The vehicle shall be visually inspected to verify conformance to 3.1.12.9. Vehicle shall have appropriate brackets to securely hold crew and squad
AK-47 rifles during operations.

4.1.13
Vehicle Survivability. The vehicle shall have survivability as proposed and meet the performance requirements.

4.1.13.1
Vehicle Armor Protection. The vehicle shall be visually inspected to verify that the vehicle's armor protection features proposed are provided. In addition, the contractor shall provide
certification of armor material.

4.1.13.2
Gunner's Weapon Station Armor. The vehicle shall be visually inspected to verify conformance to 3.1.13.2. In addition, the contractor shall provide certification of armor material. The
Gunners weapon station shall have the same ballistic protection as the vehicle. In addition, the contractor shall provide certification of armor material.

4.1.13.3
Vehicle Mine Protection. The vehicle shall be visually inspected to verify that the vehicle's mine protection features proposed are provided. In addition, the contractor shall provide
certification of mine protection design.

4.1.13.4
Additional Armor Protection. The vehicle shall be visually inspected to verify that the additional armor protection features proposed are provided. In addition, the contractor shall provide
certification of armor material to verify level of protection proposed in regards to the objective requirement.

4.1.14
Brakes. The vehicle shall have brakes as proposed and meet performance requirements.

4.1.14.1
Service Brakes. The vehicle shall be tested to verify compliance to 3.1.14.1. Vehicle service brakes shall bring vehicle to a stop from 20 mph within 35 feet while at GVW. The vehicle shall
not drift more than 1 foot left or right while stopping.

4.1.14.2
Parking Brakes. The vehicle shall be tested to verify compliance to 3.1.14.2. Vehicle parking brakes shall hold the vehicle on a 45% longitudinal slope at GVW.

4.1.14.3
Emergency Brakes. The vehicle shall be tested to verify compliance to 3.1.14.3. Vehicle emergency brakes shall bring the vehicle to a complete stop safely.

83

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SUBCONTRACT ATTACHMENT 10.6
W56HZV-06-D-VB01
ILAV SHAKEDOWN TEST PLAN
ATTACHMENT 003
24 May 06
Appendix 1

Iraqi Light Armored Vehicle (ILAV)
3,000 mile Shake Down Test

The
ILAV vehicle is an armored vehicle that will be mainly used in an urban setting. The procurement is based on a compressed schedule with the vehicle being a Non-Development Item that
will require a minimal amount of integration of new components. The shake down test is not an extensive vehicle qualification test but a check-out to verify vehicle conformance to the
user's minimum requirements.

A
3,000 mile Shakedown Test will be run at APG. The vehicle will run 80% (2400 miles) on relatively flat hard roads to a test plan that will simulate an urban environment and 20% (600 miles) of off
road conditions simulating missions in the field. In addition to the above 3,000 mile shakedown test, a visual inspection and vehicle tests will be required per Table 1 of the ILAV Shakedown
Test Plan. Vehicle will be properly baselined with all tests being run to APG standards to ensure personnel safety during testing. Driveability of the vehicle at combat weight is essential and will
require a detailed assessment.

All
testing to include visual inspections may be modified, upon mutual agreement, depending on the final configuration of the vehicle delivered.

The
following missions are set up to address the off and on road testing with the vehicle at full operational weight to include personnel (full complement of crew and squad):

2,400 Mile on Hard Road Mission to Simulate Urban Operations:

100 Mile Mission (run approximately 24 times):



600 Mile of Off Road Testing to Simulate Off Road Operations:

60 Mile Mission (run approximately 10 times).



84

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SUBCONTRACT ATTACHMENT 10.7

CONTRACT W56HZV-06-D-VB01ATTACHMENT 004DIDs FOR EXHIBIT A24 MAY 06

|                      |  |                                                         
|--------------------- |  | --------------------------------------------------------
|                     
|DATA ITEM DESCRIPTION |  | Form Approved
OMB No. 0784-0188
Exp. Date: Jun. 30, 1986

|         |  |                                                     |  |              
|-------- |  | --------------------------------------------------- |  | -------------
|        
|1. TITLE |  | 2. IDENTIFICATION NUMBER                           
|         |  | Contractor's Progress, Status and Management Report |  | DI-MGMT-80227
|        

|                                   |  |                                                    |  |                   |  |                   
|---------------------------------- |  | -------------------------------------------------- |  | ----------------- |  | ------------------
|                                  
|4. APPROVAL DATE
(YY/MM/DD)
860905 |  | 5. OFFICE OF PRIMARY RESPONSIBILITY (OPR) N/SPAWAR |  | 6a. DTIC REQUIRED |  | 6b. GIDEP REQUIRED
|                                  

|                       |  |                      |  |                      
|---------------------- |  | -------------------- |  | ---------------------
|                      
|8. APPROVAL LIMITATION |  | 9a. APPLICABLE FORMS |  | 9b. AMSC NUMBER
N3947
|                      

---



85

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CONTRACT W56HZV-06-D-VB01ATTACHMENT 004DIDs FOR EXHIBIT A24 MAY 06

DI-MGMT-
80227

---

Page
2 of 2 Pages

86

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|                      |  |                                
|--------------------- |  | -------------------------------
|                     
|DATA ITEM DESCRIPTION |  | Form Approved
OMB NO. 0704-0188

Public
reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of
information, including suggestions for reducing this burden, to Department of Defense, Washington Headquarters Services, Directorate for Information Operations and Reports, 1215 Jefferson Davis
Highway, Suite 1204, Arlington, VA 22202-4302, and to the Office of Management and Budget, Paperwork Reduction Project (0704-0188), Washington, DC 20503.

|         |  |                           |  |            
|-------- |  | ------------------------- |  | -----------
|        
|1. TITLE |  | 2. IDENTIFICATION NUMBER 
|         |  | Proposed Spare Parts List |  | DI-S-80873A
|        

|                                 |  |                                                        |  |                     |  |                     
|-------------------------------- |  | ------------------------------------------------------ |  | ------------------- |  | --------------------
|                                
|4. APPROVAL DATE (YYMMDD)
901106 |  | 5. OFFICE OF PRIMARY RESPONSIBILITY (OPR)
F/APCC-75FMO |  | 6a. DTIC APPLICABLE |  | 6b. GIDEP APPLICABLE
|                                

|                       |  |                      |  |                      
|---------------------- |  | -------------------- |  | ---------------------
|                      
|8. APPROVAL LIMITATION |  | 9a. APPLICABLE FORMS |  | 9b. AMSC NUMBER
F5035
|                      

---

Distribution
Statement A: Approval for public release; distribution is unlimited.



87

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DI-ILSS-80134A

Block
10, Preparation Instruction (Continued)

Page
2 of 2 Pages

88

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|                      |  |                                
|--------------------- |  | -------------------------------
|                     
|DATA ITEM DESCRIPTION |  | Form Approved
OMB NO. 0704-0188

Public
reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of
information, including suggestions for reducing this burden, to Department of Defense, Washington Headquarters Services, Directorate for Information Operations and Reports, 1215 Jefferson Davis
Highway, Suite 1204, Arlington, VA 22202-4302, and to the Office of Management and Budget, Paperwork Reduction Project (0704-0188), Washington, DC 20503.

|         |  |                          |  |              
|-------- |  | ------------------------ |  | -------------
|        
|1. TITLE |  | 2. IDENTIFICATION NUMBER
|         |  | Training Materials       |  | DI-ILSS-80873
|        

|                                 |  |                                                      |  |                     |  |                     
|-------------------------------- |  | ---------------------------------------------------- |  | ------------------- |  | --------------------
|                                
|4. APPROVAL DATE (YYMMDD)
890529 |  | 5. OFFICE OF PRIMARY RESPONSIBILITY (OPR)
S/DPSC-EST |  | 6a. DTIC APPLICABLE |  | 6b. GIDEP APPLICABLE
|                                

|                       |  |                      |  |                      
|---------------------- |  | -------------------- |  | ---------------------
|                      
|8. APPROVAL LIMITATION |  | 9a. APPLICABLE FORMS |  | 9b. AMSC NUMBER
S4775
|                      

Continued
on Page 2

---

DISTRIBUTION
STATEMENT A: Approved for public release; distribution is unlimited.



89

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DI-ILSS-80872

Block
10, Preparation Instructions (Continued)



Page
2 of 3 Pages

90

---



|                      |  |                                
|--------------------- |  | -------------------------------
|                     
|DATA ITEM DESCRIPTION |  | Form Approved
OMB NO. 0704-0188

Public
reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of
information, including suggestions for reducing this burden, to Department of Defense, Washington Headquarters Services, Directorate for Information Operations and Reports, 1215 Jefferson Davis
Highway, Suite 1204, Arlington, VA 22202-4302, and to the Office of Management and Budget, Paperwork Reduction Project (0704-0188), Washington, DC 20503.

|         |  |                                               |  |               
|-------- |  | --------------------------------------------- |  | --------------
|        
|1. TITLE |  | 2. IDENTIFICATION NUMBER                     
|         |  | Failure Analysis and Corrective Action Report |  | DI-RELI -81315
|        

|                                 |  |                                                  |  |                     |  |                     
|-------------------------------- |  | ------------------------------------------------ |  | ------------------- |  | --------------------
|                                
|4. APPROVAL DATE (YYMMDD)
930125 |  | 5. OFFICE OF PRIMARY RESPONSIBILITY (OPR)
G/Y224 |  | 6a. DTIC APPLICABLE |  | 6b. GIDEP APPLICABLE
|                                

|                       |  |                      |  |                      
|---------------------- |  | -------------------- |  | ---------------------
|                      
|8. APPROVAL LIMITATION |  | 9a. APPLICABLE FORMS |  | 9b. AMSC NUMBER
G6891
|                      

(Continued
on Page 2)

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DISTRIBUTION
STATEMENT A: Approved for public release; distribution is unlimited.

DD
Form 1664, APR 89 Previous editions are obsolete.                        Page 1 of 4

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DI-RELI-81315



Page
2 of 4 Pages

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DI-RELI-81315

Page
3 of 4 Pages

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DI-RELI-81315



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4 of 4 Pages

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SUBCONTRACT ATTACHMENT 10.8
W56HZV-06-D-VB01
ILAV PRODUCTION VEHICLE ACCEPTANCE TEST
ATTACHMENT 005
24 MAY 06

ILAV Production Vehicle Acceptance Test

Production Vehicle Acceptance Test (PVAT).This acceptance test has been designed to record the results on a completed production vehicle to verify conformance to
the vehicle specification. The final inspection of a completed vehicle will consist of a 10 Mile Vehicle Road Test in addition to a Vehicle Inspection/Conformance Test as described below. A complete
PVAT will be performed on every production vehicle.

All
deficiencies found during the PVAT shall be formally recorded/reported and corrected prior to government acceptance. All testing to include visual inspections may be modified depending on the
final configuration of the vehicle delivered upon mutual agreement.

10 Mile Vehicle Road Test:



Vehicle Inspection/Conformance Test:

1.  Vehicle
light package. A physical test shall be performed to verify operation of (not limited to) the headlights, turn signals, tail lights, dome lights, and brake lights.

2.  External
Rear View Mirrors. A visual inspection will be performed to verify mirrors are installed and in working condition.

3.  Windshield
Wipers and Washer Fluid Applicator. A physical test shall be performed to verify wipers and fluid applicator are installed and in working condition.

4.  Portable
Fire Extinguishers. The vehicle will be visually inspected to verify the three extinguishers, type ABC, are installed.

5.  Engine
Fire Extinguisher. The vehicle shall be visually inspected for a manually activated fire extinguisher system.

6.  Vehicle
Jack. Vehicle will be inspected for a vehicle Jack.

7.  Spare
Tire Mechanical Assist. The vehicle shall be visually inspected for a mechanical assist mechanism.

8.  Standard
Operator Tools. The vehicle shall be visually inspected for a standard tool set.

9.  Tire
Changing Tools. The vehicle shall be visually inspected for a set of tire changing tools.

10.  Pioneer
Tools. The vehicle shall be visually inspected for a set of pioneer tools.

11.  Tool
Stowage. The vehicle shall be visually inspected for storage of all supplied tools.

12.  Jumper
Cables. The vehicle shall be visually inspected for one NATO slave to NATO slave cable not less than 12 feet.

13.  Ammeter,
Charging Indicator or Volt Meter. Gages shall be visually inspected to verify operation during 10 mile vehicle road test.

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14.  Oil
Pressure Gage or Indicator. Gage or indicator shall be visually inspected to verify operation during 10 mile vehicle road test.

15.  Engine
Coolant Temperature Gage. Gage shall be visually inspected to verify operation during 10 mile vehicle road test.

16.  Speedometer/Odometer.
Gage shall be visually inspected to verify operation during 10 mile vehicle test.

17.  Tachometer.
Gage shall be visually inspected to verify operation during 10 mile vehicle road test.

18.  Low
Oil Pressure Gage. Gage shall be visually inspected to verify operation during 10 mile vehicle road test.

19.  Air
Conditioning System. A physical test shall be performed to verify basic operation of air conditioning system.

20.  Heating
Systems. A physical test shall be performed to verify basic operation of cooling capability.

21.  Potable
Water. Vehicle shall be visually inspected for potable water container(s).

22.  Radio
Provisions. Vehicle shall be visually inspected to verify all necessary connections are provided.

23.  Driver &
Gunner Intra-Vehicle Intercom Access. A physical test shall be performed to verify operation of intercom.

24.  Universal
Symbols. The vehicle shall be visually inspected to confirm required labeling is provided.

25.  Vehicle
Color. Vehicle shall be visually inspected to verify proper color.

26.  Towing
and Recovery Provisions. Vehicle shall be visually inspected to verify tow bar and recovery cable are provided.

27.  Tow
Eyes. The vehicle shall be visually inspected to verify 2 tow eyes in the front and 2 tow eyes in the rear of the vehicle are provided.

28.  Shackles.
The Vehicle shall be visually inspected to verify 4 shackles are provided.

29.  Air
Brake Connections. If the vehicle is equipped with air brakes, the vehicle shall be visually inspected for front and rear air brake connections.

30.  Tow
Bar and Recovery Cable Storage. The vehicle shall be visually inspected to verify storage provisions for the tow bar and recovery cable is provided.

31.  Vehicle
Pintle. The vehicle shall be visually inspected to verify pintle is provided.

32.  Power
Steering. A physical test shall be performed to verify the operation of the power steering during the 10 mile vehicle road test.

33.  Tires.
All tires shall be physically tested for proper air pressure and visually inspected for conformance to size and type proposed.

34.  Spare
Assembly. The vehicle shall be visually inspected to verify that an inflated spare wheel and tire assembly are provided and properly stowed.

35.  Batteries.
The vehicle shall be visually inspected to verify heavy duty batteries are provided.

36.  NATO
Slave. The vehicle shall be visually inspected to verify a NATO slave receptacle is provided.

37.  Doors/Hatches.
The vehicle shall be physically tested to verify operation and locking of all doors and hatches.

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38.  Seats/Seat
Belts. The vehicle shall be visually inspected to verify that all personnel are provided with a seat and four-point seat belt assembly.

39.  Firing
Ports/Vision Blocks. The vehicle shall be physically tested to verify operation of firing port doors and visually inspect vision block condition.

40.  Vehicle
Top Speed. The vehicle shall be physically tested to verify vehicle's rated top speed during 10 mile vehicle road test.

41.  Vehicle
Acceleration. The vehicle shall be physically tested to verify vehicle's rated acceleration (0 to 20mph) during 10 mile vehicle road test.

42.  Service
Brakes. The vehicle shall be physically tested to verify service brakes are capable of bringing vehicle to a stop from 20 mph within 35 feet during 10 mile vehicle road test.
The vehicle shall not drift more than 1 foot left or right while stopping.

43.  Parking
Brakes. The vehicle shall be physically tested to verify parking brake operation.

44.  Emergency
Brakes. The vehicle shall be physically tested to verify emergency brake operation during 10 mile vehicle road test.

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SUBCONTRACT ATTACHMENT 10.9
FOR OFFICIAL USE ONLY
Contract W56HZV-06-D-VB01
ATTACHMENT 006
25 MAY 06

IRAQI LIGHT ARMORED VEHICLE (ILAV)

The
location to be determined in hag is Taji National Depot

TECHNICAL INFORMATION

18.VEHICLE SURVIVABILITY:





Comments:

FOR OFFICIAL USE ONLY

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SUBCONTRACT ATTACHMENT 10.10

PRODUCTION LICENSE AGREEMENT
IRAQI LIGHT ARMORED VEHICLES

This License Agreement (the "License Agreement") is made the 13th day of June 2006:

Between:



RECITALS

Whereas,FPI owns, possesses or has the right to use certain patents, patent
applications, licensed technology, know-how, trade secrets, designs, copyrighted material, systems and other proprietary intellectual property (the "IP") associated with the Cougar variant
4x4 armored vehicle known as the Iraqi Light Armored Vehicle (the "ILAV Vehicle"); and

Whereas,FPI owns and possesses engineering specifications, drawings, technical data, bills of material, part numbers and other technical
information relating to the ILAV Vehicle, including all revisions, changes and additions thereto (the "Technical Data Pack" or the "TDP") and has created or will create technical manuals, tooling,
systems diagrams, process flow diagrams, vendor lists, and other documents and information relating to the design, performance, testing, manufacture, operation and repair of the ILAV Vehicle
(collectively with the TDP, the "Confidential Information"); and

Whereas,FPI and BAE have agreed to team together to secure a U.S. Government contract (ref
W56HZV-06-D-VB01) for the manufacture and sale of Cougar ILAV Vehicles to the US Army Tank Armament&Automotive
Command ("TACOM") it being
currently contemplated by the parties that such contract could include up to 1050 ILAV Vehicles with all options (hereinafter referred to as the "ILAV Contract"); and

Whereas,As part of such teaming arrangement the parties have agreed that (i) BAE shall act as the prime contractor under the ILAV
contract and FPI shall act as its subcontractor under a subcontract agreement (the "Subcontract") pursuant to which FPI shall manufacture fifty percent (50%) of the vehicles required under the ILAV
Contract (the "Subcontract Vehicles") except as otherwise agreed to by the parties, and (ii) that FPI shall grant to BAE a production license to manufacture up to 1050 ILAV Vehicles under the
ILAV Contract on such terms and conditions as may be acceptable to FPI.

Grant of Production License:

For and in consideration of the payment of the License Agreement Fee hereunder, FPI hereby grants to BAE a non-exclusive, revocable,
"build to print" production license to use the IP, TDP, Improvements, as defined hereunder, and the Confidential Information, which license shall not be

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terminated
except as provided herein, for the duration of contract W56HZV-06-D-VB01, referenced in the recitations,
above:



The
grant of the Production License Agreement by FPI shall in no event be construed as a grant of any other right, title or interest in and to the ILAV Vehicle, the IP, TDP or the Confidential
Information, and BAE shall not use any IP, TDP or Confidential Information for any purpose other than as provided herein. BAE may attach limited drawings and specifications to purchase orders it
issues to vendors and suppliers, subject to BAE's compliance with the protection of FPI's information as provided herein, solely for production of the ILAV Vehicles pursuant to this License Agreement,
but BAE shall not otherwise transfer IP, TDP or Confidential Information or sub-license any of its rights under this License Agreement (whether to subcontractors or otherwise) without the
express prior written consent of FPI, and shall not assert any right, title or claim to the IP or the Confidential Information, BAE shall have the right to provide TACOM with manuals for operation and
for maintenance and repair of ILAV Vehicles and any other deliverable currently required under the ILAV Contract.

Ownership of RightsImprovements:

FPI will provide to BAE for use under this agreement the TDP and Confidential Information for the ILAV Vehicle and FPI shall cooperate and assist BAE
in making such additions or revisions to the TDP and Confidential Information as necessary to ensure the ILAV conforms to all performance and contractual requirements of the ILAV Contract, provided
however that FPI shall at all times retain the exclusive legal right, title and interest in and to the TDP and the Confidential Information. BAE may propose changes to the TDP or Confidential
Information, provided however that FPI shall have the exclusive right to make final changes to the TDP or to any of the Confidential Information.

BAE
shall promptly disclose to FPI any new or improved designs, specifications, developments, enhancements or derivatives developed by BAE specifically for the ILAV Vehicles, relating to or capable of
being used in the TDP, the Confidential Information or the ILAV Vehicles, whether patentable or not, which would make the vehicles cheaper, more effective, more easily produced, more useful or more
valuable, or would in any other way enhance the TDP, the Confidential Information or the ILAV Vehicles (the "Improvements"). BAE hereby assigns to FPI all its right, title and interest in and to all
Improvements upon their creation by BAE, and upon such creation the Improvements shall
be deemed to be part of the IP and the use by BAE of such Improvements shall be deemed to be included in and covered by this License Agreement.

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License Agreement Fee & Reports:

Except as otherwise provided herein, in consideration of the License granted pursuant to this License Agreement by FPI to BAE, BAE shall pay to FPI a
fully earned, non-refundable license fee of $8,027 per vehicle for each ILAV Vehicle manufactured by BAE under the ILAV Contract (the "License Agreement Fee"). All payments made hereunder
shall be free and clear of all taxes, fees, deductions or set-offs of whatever kind.

In
the event that TACOM exercises any of the options on the ILAV Contract ("Option Vehicles") and the Parties agree that BAE will manufacture more than 50% of any Option Vehicles, then BAE shall pay
FPI a fully earned, nonrefundable license fee of $16,500 for each of the Subcontract Vehicles that would have been produced by FPI under the Subcontract but manufactured by BAE under the ILAV Contract
("Additional License Fee").

The
License Agreement fees shall become due on the last day of each calendar month in respect of all ILAV Vehicles accepted by the U.S. Government customer during such month. Acceptance shall be
evidenced by a DD Form 250, executed by the authorized agent or employee of the U.S. Government. BAE shall provide to FPI no later than the 5th business day following the
end of each calendar month a report setting out the number of ILAV Vehicles manufactured during the preceding month and the number of ILAV Vehicles accepted during the preceding month, including their
hull numbers or other identifying mark and a calculation of the amount of the License Agreement Fees payable in respect of such deliveries. BAE shall include payment of the License Agreement Fees in
respect of such deliveries together with such report.

Without
limiting in any way FPI's remedies elsewhere contained in this License Agreement, BAE shall pay FPI interest on all overdue payments due to FPI under this License Agreement at the rate of two
percent (2%) per month. The payment of such interest shall not replace any of FPI's other rights under this License Agreement or at law resulting from BAE's default by failure to pay any amount due.

BAE
will maintain accurate records of all ILAV Vehicle production and deliveries with respect to which License Agreement Fees are payable under this section, and will make such records available to
FPI for examination and copying, on reasonable notice, during normal business hours. BAE will also furnish copies of such records to FPI upon request. FPI will treat as confidential all and any
information obtained by FPI or its representatives from BAE under this clause and will not disclose any such information to any third party except as required by law.

In
the event that FPI's Subcontract is terminated for default after FPI materially fails to perform any of its obligations under the Subcontract which is capable of being cured and such failure
continues for a period of 10 calendar days after FPI receives written notice of default, BAE shall pay FPI a fully earned, nonrefundable license fee of $16,500 for each of the Subcontract Vehicles
that would have been produced by FPI under the Subcontract but manufactured by BAE under the ILAV Contract ("Additional License Fee"). The License Agreement Fee and any Additional License Fee shall be
payable in respect of all ILAV Vehicles delivered by BAE under the ILAV Contract whether or not the Subcontract is in effect.

Effective Date & Duration

This License Agreement shall be effective as from the date of signing by both parties (and provided that the Subcontract has been signed by both
parties) and shall remain in effect until the earliest of (i) completion of all the work under the ILAV Contract (contract W56HZV-06-DVB01) (ii) termination of
this agreement by FPI in the event of default by BAE as provided hereunder, or (iii) termination of the Subcontract for convenience.

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Representations & Warranties:

FPI shall use its best efforts to provide BAE with accurate TDP and Confidential Information relating to the ILAV Vehicles but makes no warranty
regarding the accuracy of such TDP or Confidential Information or the ability of BAE to manufacture the ILAV Vehicles based on such information, and FPI shall have no liability to BAE with respect to
the TDP or Confidential Information or the ILAV Vehicles or the use thereof.

FPI
warrants to BAE (i) that FPI owns or has the right to use the IP, TDP and the Confidential Information and has paid or will pay any royalty or other fee as required for such ownership or
right of use (ii) that FPI may grant this License Agreement to BAE and it may do so without the approval or consent of any third party, (iii) that the grant of such license to BAE does
not violate any agreement binding upon or any obligation of FPI, and (iv) that none of the IP, TDP or the Confidential Information violates or infringes any patent, copyright, trademark,
service mark or other right.

FPI
will indemnify BAE against any liability and hold BAE harmless from and pay any loss, damage, cost and expense (including, without limitation, legal fees) which BAE incurs in connection with any
breach of any of the warranties hereunder or any claim by a third party alleging facts that would constitute a breach of any of such warranties; provided, however, that this indemnity is limited
solely to liability, loss, damage, cost and expense arising out of claims by third parties against the BAE, and FPI may, at its expense, defend any claim against BAE covered by the foregoing indemnity
of FPI. If FPI elects to defend any such claim, FPI will not be liable to BAE for any cost or expense incurred by BAE after FPI notifies BAE of its election. In any event, FPI will not be liable for
loss of profits or incidental or consequential damages.

BAE
will promptly notify FPI of any claim against BAE covered by FPI's warranty hereunder with full details of the claim. BAE will cooperate in the defense of any such claim and will not settle the
same without FPI's written consent unless BAE releases FPI from all of FPI's obligations under this section with respect to the claim.

EXCEPT
AS PROVIDED HEREIN, THE LICENSE IS PROVIDED WITHOUT ANY WARRANTY OF ANY KIND, IN NO EVENT WILL FPI BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE USE OF THE IP, TDP AND/OR THE CONFIDENTIAL INFORMATION, OR ARISING OUT OF THE PRODUCTION OF THE ILAV VEHICLES, EVEN IF BAE HAS ADVISED FPI OF THE POSSIBILITY OF SUCH
DAMAGES.

Protection of FPI's Information:

In connection with the performance of the ILAV Contract, BAE may directly or indirectly become aware of or obtain technical or commercial information
and/or documents of a confidential nature relating to FPI's armored vehicles (including by way of illustration and not limitation the Buffalo, the Cougar and the MUV-R) FPI's business
operations and/or its business relationships (collectively all such information and documents that are marked as confidential shall be referred to as "FPI's Company Information"). The parties agree to
jointly mark any information that has already been provided if FPI indicates to BAE that such information is proprietary.

BAE
shall protect and keep secret any and all Confidential Information and FPI's Company Information which it acquires, and shall not at any time whether during the currency of this License Agreement
or after its expiration or termination without the prior written consent of FPI disclose, divulge, make known, or in any way communicate, to any person in any part of the world, or permit or allow any
of its employees or agents to disclose, divulge, make known or in any way communicate to any person in any part of the world, the Confidential Information or FPI's Company Information, other than to
BAE's own employees, suppliers, subcontractors or consultants who need to know or use such

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information
for the limited purpose of enabling BAE to exercise its rights or perform its obligations under this License Agreement.

The
forgoing shall not apply in the event that the Confidential Information or FPI's Company Information (1) was in the public domain at the time of disclosure or thereafter enters the public
domain through no breach of this or any other Agreement by BAE; (ii) was, at the time of receipt, otherwise known to BAE without restrictions as to use or disclosure; (iii) becomes known
to BAE from a source other than FPI without breach of this or any other Agreement by BAE; (iv) is developed independently by BAE and without the reliance upon Confidential Information or FPI's
Company Information disclosed hereunder, or (v) is disclosed with the written approval of FPI.

BAE
acknowledges that the Confidential Information and FPI's Company Information is and will be disclosed to it on the express condition that it be used only for the limited and specific purpose of
BAE exercising its rights and performing its obligations under this License Agreement and BAE will not otherwise use or attempt to use any of the Confidential Information or FPI's Company Information
for its own advantage or gain directly or indirectly. BAE shall not use or attempt to use any of the Confidential Information or FPI's Company Information in any manner which may cause or be
calculated to cause injury or loss (including injury or loss of or to, goodwill, customer confidence, commercial relationships or intellectual property rights) to FPI or any company related to FPI.
BAE shall not copy the Confidential Information or FPI's Company Information or allow it to be copied in whole or in part except as required under this agreement, without the prior written consent of
FPI.

BAE
shall take or cause to be taken such reasonable precautions as may be necessary to maintain the secrecy and confidentiality of the Confidential Information and FPI's Company Information and to
prevent its disclosure, including ensuring that each employee, sub-contractor or consultant of BAE who comes into possession of the Confidential Information or FPI's Company Information or
any part of it enters into a confidentiality agreement in favor of FPI binding the employee, sub-contractor or consultant to keep the Confidential Information secret and confidential, in
terms substantially the same as the provisions hereof.

Subject
only to the provisions hereof, BAE will immediately upon demand, either deliver up to FPI or destroy (and certify to FPI the proper destruction of) all material (whether documents, microfilm,
magnetic tape, cassette or disk, computer software, laser disk, or any other medium of storing or recording information) comprising or containing any of the Confidential Information and FPI's Company
Information, including any and all copies in whole or in part thereof and any material on which BAE has itself recorded or stored in any form the Confidential Information or FPI's Company Information
or any part of it.

Nothing
herein will prevent the disclosure of information that is required to be disclosed in order to comply with any applicable law or legally binding order of any court, government,
semi-government authority or administrative or judicial body, provided that BAE:



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The
obligations hereunder relating to the treatment of the Confidential Information and FPI's Company Information shall survive the termination of this agreement for a period of three years.

Protection of BAE's Information:

In connection with the performance of the ILAV Contract, FPI may directly or indirectly become aware of or obtain technical or commercial information
and/or documents of a confidential nature relating to BAE's armored vehicles (including by way of illustration and not limitation the Bradley, the M109 Self-Propelled Howitzer, the M88
Recovery Vehicle and the Amphibious Assault Vehicle). BAE's business operations and/or its business relationships (collectively all such information and documents that are marked as confidential shall
be referred to as "BAE's Company Information").

FPI
shall protect and keep secret any and all BAE's proprietary and/or confidential information and BAE's Company Information which it acquires, and shall not at any time whether during the currency
of this License Agreement or after its expiration or termination without the prior written consent of BAE disclose, divulge, make known, or in any way communicate, to any person in any part of the
world, or permit or allow any of its employees or agents to disclose, divulge, make known or in any way communicate to any person in any part of the world, the BAE's proprietary and/or confidential
information or BAE's Company Information, other than to FPI's own employees, suppliers, subcontractors or consultants who need to know or use such information for the limited purpose of enabling FPI
to exercise its rights or perform its obligations under this License Agreement.

The
forgoing shall not apply in the event that the Confidential Information or BAE's Company Information (i) was in the public domain at the time of disclosure or thereafter enters the public
domain through no breach of this or any other Agreement by FPI; (ii) was, at the time of receipt, otherwise known to FPI without restrictions as to use or disclosure; (iii) becomes known
to FPI from a source other than BAE without breach of this or any other Agreement by FPI; (iv) is developed independently by FPI and without the reliance upon BAE's proprietary and/or
confidential information or BAE's Company Information disclosed hereunder, or (v) is disclosed with the written approval of BAE.

FPI
acknowledges that the BAE's proprietary and/or confidential information and BAE's Company Information is and will be disclosed to it on the express condition that it be used only for the limited
and specific purpose of FPI exercising its rights and performing its obligations under this License Agreement and FPI will not otherwise use or attempt to use any of the BAE's proprietary and/or
confidential information or BAE's Company Information for its own advantage or gain directly or indirectly. FPI shall not use or attempt to use any of the BAE's proprietary and/or confidential
information or BAE's Company Information in any manner which may cause or be calculated to cause injury or loss (including injury or loss of or to, goodwill, customer confidence, commercial
relationships or intellectual property rights) to BAE or any company related to BAE. FPI shall not copy the BAE's proprietary and/or confidential information or BAE's Company Information or allow it
to be copied in whole or in part except as required under this agreement, without the prior written consent of BAE.

FPI
shall take or cause to be taken such reasonable precautions as may be necessary to maintain the secrecy and confidentiality of the BAE's proprietary and/or confidential information and BAE's
Company Information and to prevent its disclosure, including ensuring that each employee, sub-contractor or consultant of FPI who comes into possession of the BAE's proprietary and/or
confidential information or BAE's Company Information or any part of it enters into a confidentiality agreement in favor of BAE binding the employee, sub-contractor or consultant to keep
the BAE's proprietary and/or confidential information secret and confidential, in terms substantially the same as the provisions hereof.

Subject
only to the provisions hereof, FPI will immediately upon demand, either deliver up to BAE or destroy (and certify to BAE the proper destruction of) all material (whether documents, microfilm,

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magnetic
tape, cassette or disk, computer software, laser disk, or any other medium of storing or recording information) comprising or containing any of the BAE's proprietary and/or confidential
information and BAE's Company Information, including any and all copies in whole or in part thereof and any material on which FPI has itself recorded or stored in any form the BAE's proprietary and/or
confidential information or BAE's Company Information or any part of it.

Nothing
herein will prevent the disclosure of information that is required to be disclosed in order to comply with any applicable law or legally binding order of any court, government,
semi-government authority or administrative or judicial body, provided that FPI:



The
obligations hereunder relating to the treatment of the BAE's proprietary and/or confidential information and BAE's Company Information shall survive the termination of this agreement for a period
of three years.

Infringements & Exclusions:

Each party shall notify the other immediately of any actual, suspected or anticipated infringement of the IP or any misuse of the Confidential
Information of which it becomes aware. The notification shall contain suggestions as to the damage or potential damage which either or both parties are then suffering or are likely to suffer from such
an infringement or misuse.

FPI
may in its absolute discretion determine whether or not to take legal or other action against any third party for an actual or threatened or suspected infringement of the IP or any misuse of the
Confidential Information, and if FPI elects to take legal or other action FPI:



BAE
will give FPI all authority, information and assistance requested by FPI to assist it to initiate, litigate, settle or compromise any proceedings by FPI in respect of any such infringement or
misuse.

Default by BAE:

If BAE breaches any of the restrictions on use of the License Agreement or the obligations relating to the protection of IP, TDP, Improvements,
Confidential Information or FPI's Company Information, or

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if
BAE fails to pay when due any amount owing under this License Agreement and such failure continues for a period of ten (10) calendar days, or if BAE fails to perform any of its other
obligations under this License Agreement or materially fails to perform any of its obligations under the Subcontract which is capable of being cured and such failure continues for a period of ten
(10) calendar days after BAE receives written notice of the default, FPI may terminate this License Agreement upon written notice to BAE of the termination. FPI's rights under this Section are
in addition to, and are not a limitation on or in substitution for, any other rights which FPI has by reason of any default, including, without limitation, any claim for damages.

Post Termination-Expiration:

Expiration or termination of this License Agreement shall not relieve BAE of any obligation to pay to FPI any license fees or other amount that had
accrued prior to such expiration or termination, and shall not relieve FPI from the obligation to protect BAE's Company Information or BAE's obligation to protect IP, TOP, Confidential Information,
Improvements and FPI's Company Information as provided herein.

On
the termination of this License Agreement for any reason, BAE shall:



Restriction on Disclosure:

BAE acknowledges that the ILAV Vehicle is a defense article subject to applicable Federal export and import regulations, 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 et seq.), the Export Administration Act, as amended, (50 U.S.C. §§ 24012420), the U.S. Export Administration Regulations, as amended (15 C.F.R.
§ 730 et seq.) and the requirements of the National Industrial Security Program Operating Manual ("NISPOM"). BAE (and its subcontractors, vendors and suppliers) shall not export,
disclose, furnish or otherwise provide any technical information or services relating to the ILAV to any foreign person or entity, whether within the U.S. or abroad, without obtaining in advance FPI's
prior approval and (if required) appropriate U.S. Government export authorization.

Miscellaneous:

Notices.All communications and notices under or in connection with this License Agreement shall be in writing and shall be mailed by certified mail, return
receipt requested, postage prepaid, or personally delivered or telefaxed. All such communications shall be mailed or delivered to the appropriate address or telefax number set forth on the signature
page hereof. Any notice so mailed shall be deemed to be given two (2) business days after when so mailed, and any notice so delivered shall be deemed to be given when receipted for by, or
actually received by, an authorized officer of BAE or FPI, as the case may be.

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Other License Agreements.This License Agreement replaces and supersedes all prior agreements and understandings between the parties in respect of the subject
matter set forth herein, including the interim letter of authority issued by FPI to BAE dated June 21, 2006. This License Agreement is intended to enable BAE to perform the work required under
the ILAV Contract and is executed in conjunction with and as a condition precedent to the Subcontract. In the event of any conflict between this License Agreement and the Subcontract, this License
Agreement shall prevail.

Assignment.Either party may transfer and assign its rights and obligations under this License Agreement to any entity which succeeds to its business and assets by
acquisition, merger or consolidation or which purchases the business and all or substantially all of the assets of the transferor. Except as so provided, neither party may transfer or assign any of
its rights and obligations under this License Agreement without the written consent of the other party.

Indemnity.BAE agrees to indemnify FPI and its officers, directors, employees, representatives, assigns,
successors and affiliates (each an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all, claims, damages, liabilities and related costs and expenses to third parties asserting
or alleging personal injury arising from the operation or use of the ILAV Vehicles licensed hereunder, including reasonable attorneys' fees, incurred by or asserted against any Indemnitee.

GOVERNING LAW AND FORUM; WAIVER OF JURY TRIAL.THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
FOR ANY PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS. THE PARTIES HERETO HEREBY IRREVOCABLY (A) SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUIT,
ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS; (B) AGREE THAT ALL CLAIMS IN RESPECT OF SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT; AND (C) WAIVE ANY OBJECTION ANY OF THEM MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM. ANY JUDICIAL PROCEEDING BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
AGREEMENT OR ANY OTHER SECURITY INSTRUMENT SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY AND STATE OF NEW YORK. EACH OF BAE AND FPI WAIVES THE RIGHT
TO A JURY TRIAL WITH RESPECT TO ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE
OF ANY SUCH RIGHTS OR OBLIGATIONS. BAE ACKNOWLEDGES AND AGREES THAT ANY BREACH OF THIS LICENSE AGREEMENT COULD CAUSE IRREPARABLE DAMAGE OR LOSS TO FPI FOR WHICH MONTEARY DAMAGES WOULD BE INSUFFICIENT,
THUS BAE AGREES THAT IN ADDITION TO ANY OTHER REMEDIES AVAILABLE HEREUNDER, FPI SHALL HAVE THE RIGHT TO INJUNCTIVE RELIEF, IN THE EVENT OF ANY ACTUAL OR THREATENED BREACH HEREOF.

Invalidity.If one or more of the provisions of this License Agreement shall be held invalid, illegal, or unenforceable, such holding shall not affect any other
provision of this document.

Survival of License Agreement.All representations, warranties, covenants, and agreements contained herein shall bind BAE and its successors and assigns, and shall
inure to the benefit of FPI and its successors and assigns.

Waivers.Rights and remedies of FPI hereunder are cumulative, and the exercise or partial exercise of any right or remedy shall not preclude the exercise of any
other right or remedy. No failure to exercise and no delay in exercising any power or right under this License Agreement shall operate as a waiver thereof.

107

---



IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the date first above written, The parties agree that this License Agreement may be signed in
counter-part copies and that facsimile copies of such counterparts shall be binding upon the parties to the same extent as the originals.

|                                                          |  |                          |  | 
|--------------------------------------------------------- |  | ------------------------ |  | 
|FORCE PROTECTION INDUSTRIES, INC.                         |  |                         
|By:                                                       |  | /s/ RAYMOND POLLARD      |  | 
|Name                                                      |  | Raymond Pollard          |  | 
|Title                                                     |  | Chief Operating Officer  |  | 
|Date:                                                     |  | 8 Aug 2006               |  | 
|BAE SYSTEMS LAND & ARMAMENTS L.P.
Ground Systems Division |  |                         
|By:                                                       |  | /s/ S. RAJOGOPAL         |  | 
|Name                                                      |  | S. Rajogopal             |  | 
|Title                                                     |  | V.P. and General Manager |  | 
|Date:                                                     |  | 24 July, 2006            |  | 

108

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SUBCONTRACT ATTACHMENT 10.11

Logistic Support Agreement

This
Agreement ("Agreement") dated as of the 13 day of June , 2006, between Force Protection Industries, Inc, ("FPI"), and _BAE Systems Land & Armaments, L.P. acting through its
Ground Systems Division ("GSD")

WHEREAS,
GSD has entered into contract with the Government for Iraqi Light Armoured Vehicles ("ILAV") identified as W56HZV-06-D-VB01 ("Prime Contract"); and

WHEREAS,
GSD has entered into a subcontract with FPI for services, including the furnishing of all Contractor logistic support under the Prime Contract ("Subcontract"); and

WHEREAS,
the parties desire to further define their relationship for the provision of contractor logistic support under the Subcontract and for future contractor logistic support for the ILAV's since
FPI is the owner of the ILAV design and is experienced in providing these services.

NOW,
THEREFORE, in accordance with the premises and mutual covenants contained herein, the parties agree as follows:

1.Definition



2.Obligation of the Parties



3.Proposal and Marketing Activity



109

---





4.Termination



5.Expenses



6.Negation of the Formation of a Business Organization



7.Assignment



8.Disclosure and Protection of Information



9.Export Controls



10.Special U.S. Law



110

---





11.Agreement



12.DisputesThe parties shall follow the disputes provisions of the Subcontract.

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

|                                                         |  |                     |  | 
|-------------------------------------------------------- |  | ------------------- |  | 
|Force Protection Industries, Inc.                        |  |                    
|By:                                                      |  | /s/ RAYMOND POLLARD |  | 
|Date:                                                    |  | 8 Aug 2006          |  | 
|BAE Systems Land & Armament L.P. Ground Systems Division
|By:                                                      |  | /s/ KENNETH METTLER |  | 
|Date:                                                    |  | 07/13/2006          |  | 

111

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SUBCONTRACT ATTACHEMENT 10.12  CERTIFICATE OF COMPLETION  ILAV

does hereby certify that
the following performance measurements for Subcontract (SCLIN) have
been successfully completed:

Milestone

Description

Total#

has reached $in material commitments, as such will submit the following billings per the contract schedule for CLIN #


|  |  |                                                                          |  |                 |  |                   |  |                       |  | 
|- |  | ------------------------------------------------------------------------ |  | --------------- |  | ----------------- |  | --------------------- |  | 
|  |  | Billing #                                                                |  | Completion
Date |  | Milestone
Billing |  | Final 10%
Liquidation |  | 
|# |  | will also submit the following billings per contract schedule for CLIN # |  |                
|  |  | Billing #                                                                |  | Completion
Date |  | Milestone
Billing |  | Final 10%
Liquidation |  | 
|  |  |                                                                          |  |                 |  |                   |  |                       |  | 
|  |  | Total Value of Completed Milestones this month                           |  |                
|  |  |                                                                          |  |                 |  |                   |  |                       |  | 
|  |  | Signature of Authorized Representative                                   |  |                

112

---





MINIMUM GUARANTEED QUANTITYCLIN 0011AB
Iraq ILAV W56HZV-06-R-V001
Attachment 10.13

EVENT
CATEGORIES

PER
INVOICE

%
TOTAL

PER
INVOICE

%
TOTAL

PER
INVOICE

%
TOTAL

PER
INVOICE

%
TOTAL

PER
INVOICE

%
TOTAL

PER
INVOICE

%
Tracks

Total order for 756
FPI Build 3788





1





8





48





39





75


179Fab & Inter.TOTAL COST OF VEHICLE




$
158,495




$
30,459




$
302,496




$
202,556




$
237, 541




$
77,992[Illegible]

$
47,548.50

$
380,388.00$
380,388$





$





$





$





$





$


$
$
11,109,767[Illegible]

$
47,438.50

$
380,388.00

$
10,051.47

$
10,051.47

$
66,823.68

$
534,589.44

$
66,843.48

$
3,308,487.04

$
78,388.53

$
3,057,152.67

$
52,254.64

$
3,919,098.00[Illegible]

$
47,438.50

$
380,388.00

$
10,051.47

$
10,051.47

$
66,823.68

$
534,589.44

$
66,843.48

$
3,308,487.04

$
78,388.53

$
3,057,152.67







$
7,190,669[Illegible]

$
15,849.50

$
136,796.00

$
10,356.06

$
10,356.06

$
68,848.64

$
550,789.12

$
68,869.04

$
3,305,713.92

$
80,763.94

$
3,149,793.66

$
25,737.36

$
1,930,302.00

$
9,073,751SUBTOTAL

$
158,495

$
1,267,960

$
30,459

$
30,459

$
202,496

$
1,619,968

$
202,556

$
9,722,688

$
237,541

$
9,364,999

$
77,992

$
5,849,400

$
27,754,574$
1,267,960




$
30,459




$
1,619,968




$
9,722,688




$
9,364,999




$
5,849,480

$
27,754,5740
%


113

---



SUBCONTRACT ATTACHMENT 10.14

|                              |  |                                     
|----------------------------- |  | ------------------------------------
|Logistic Support Payment Plan |  | Attachment: 10.14
Date: 24 July 2006

Maintenance , Support and Test
Maintenance and SupportJul-06

$
2,622,120Aug-06

$
1,059,118Sep-06

$
427,455Oct-06

$
427,455Nov-06

$
427,455Dec-06

$
522,774Jan-07

$
1,850,325Feb-07

$
522,774Mar-07

$
819,320Apr-07

$
819,320May-07

$
819,320Jun-07

$
1,031,139Jul-07

$
720,185Aug-07

$
2,609,382Sep-07

$
720,185Oct-07

$
720,185Nov-07

$
720,185Dec-07

$
720,185Jan-08

$
2,165,027Feb-08

$
409,230Mar-08

$
345,684Apr-08

$
345,684May-08

$
345,684Jun-08

$
451,594Jul-08

$
451,594Aug-08

$
190,637M/S Total

$
22,264,017Test SupportAug-06

$
68,692Oct-06

$
68,692Nov-06

$
68,692Test Total

$
206,076TOTAL SUPPORT EFFORT

$
22,470,093


114

---



SUBCONTRACT ATTACHMENT 10.15

CONTRACTOR LOGISTICS SUPPORT EQUIPMENT LIST
Date: 02 August 2006

NOMENCLATURE

MINIMUM QUANTITYCombat Helmet (Level IIIA)


70RHINO Spec Ops Ballistic VestSilver Level IIIA


70Desk


20Table, Folding


20Chair, Office


20Metal Folding Chair


4  pack 15Easel, Presentation


10File Cabinet


25Safe, Office


1Whiteboard


12Fan, Industrial Floor


15Projector, Light Pro or Similar


3Workstation, Computer


20Printer, Laser


5Satellite Phone, Iridium


3Satellite Set w/VOIP/Internet Capability


1Photocopier


1Computer, Laptop


5Computer, Toughbook


10Vehicle, Pickup, 3/4 Ton


1Vehicle, Pickup, Lightweight


2Vehicle, Van


2Tool Kit, Mechanic


25Shop Set, Cougar Maintenance


3Shop Set, Supplemental


2Coats 5000 Tire Changer


1Storage Racks


1Parts Bins


1Forklift, Gasoline or Diesel


1Pallet Jacks


5Hoist, Electric 15 Tom 105S-15


2Lift, A-Frame 15T18-20


2


115

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