Exhibit 10.31


 





 


31750
Sherman Avenue


Madison
Heights, Michigan  48071


 


	
  Phone:

  	
   

  	
  248-577-0010

  
	
  Fax

  	
   

  	
  248-589-7883

  



 


July 27,
2005


 


Production Integration Proposal for 





 


	
  Inquiry No.

  	
   

  	
  VERBAL

  
	
   

  	
   

  	
   

  
	
  Proposal No.

  	
   

  	
  7072005

  
	
   

  	
   

  	
   

  
	
  Contact

  	
   

  	
  Sr VP Prod Deve. & Mfg Eng

  
	
   

  	
   

  	
  AJ Joseph 

  DiBiagio

  
	
   

  	
   

  	
   

  
	
  Phone

  	
   

  	
  (248) 577-0010

  
	
  Fax

  	
   

  	
  (248) 585 4306

  
	
  E- Mail

  	
   

  	
  ajjcd@tecstarinc.com

  
	
   

  	
   

  	
   

  
	
  Program

  	
   

  	
  AJ Joseph DiBiagio

  
	
  Manager

  	
   

  	
  Phone

  
	
   

  	
   

  	
  (248) 577-0010

  
	
   

  	
   

  	
  E-Mail

  
	
   

  	
   

  	
  ajjcd@tecstarinc.com

  



 


	
  Attention:

  	
   

  	
  Ted M. McQuinn

  
	
   

  	
   

  	
  President

  
	
  Phone:

  	
   

  	
  (843) 740-7015 Ext 303

  
	
  Fax:

  	
   

  	
  (843) 329-0380

  
	
  E-mail:

  	
   

  	
  ted.mcquinn@forceprotection.net

  
	
   

  	
   

  	
   

  
	
  Copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Mark V. Edwards

  
	
   

  	
   

  	
  Sr. V.P. Vehicle Operations

  
	
  Phone:

  	
   

  	
  (843) 740-7015 Ext 286

  
	
  Fax:

  	
   

  	
  (843) 329-0380

  
	
  E-mail

  	
   

  	
  mark.edwards@forceprotection.net

  



 


The
information reveled in this document is our proposal and must be considered
confidential. The contents shall not be reproduced or disclosed without the
prior written permission from Tecstar.


 


1





















 


	
  1

  	
  Table of Contents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  INTRODUCTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1.1

  	
  SCOPE OF WORK

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.1

  	
  Work Instructions

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.2

  	
  Router

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.3

  	
  Control Plans

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.4

  	
  ID Key Characteristics

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.5

  	
  Inspection Instructions

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.6

  	
  Floor Plan / Layout

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.7

  	
  List of Fixtures, Equipment &
  Tools

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.8

  	
  Material Plan

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.9

  	
  Process Flow

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.10

  	
  Define Metrics

  	
   

  
	
   

  	
   

  	
   

  	
  1.1.1.11

  	
  Repair Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1.2

  	
  PERSONNEL ORGANIZATION CHART

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1.3

  	
  TIMING GANTT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1.4

  	
  PRICE SUMMARY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  OTHER CONSIDERATIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Fixture Design

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Fixture/Tooling/
  Equipment/Procurement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  PM Creation, Gage Equipment
  Calibration & Training

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Line Training &
  Process Evaluation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.5

  	
  Line Setup

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.6

  	
  Material Flow Planning,
  Set-up & Training

  	
   

  



 


2





















 


	
  3

  	
  FUTURE CONSIDERATIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  SCOPE OF WORK FOR
  FABRICATION & INTERGRATION SECTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.1.1

  	
  Work Instructions,
  Router, Control Plans, ID Key Characteristics, Inspection Instructions, Floor
  Plan / Layout List of Fixtures, List of Equipment, List of Tools, Material
  Plan, Process Flow, Define Metrics and Repair Plan.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  SUPPLIER QUALITY
  DEVELOPMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.2.1

  	
  Supplier development,
  Supplier Audits, Supplier Capabilities, Establish basic procedures, determine
  adequate validation testing.

  	
   

  



 


3





















 


Tecstar
is pleased to provide our proposal per your verbal request for quotation.


 


By
means of discussing with your CEO, Gordon McGilton, President Ted McQuinn and Sr.
V.P. Operations Mark Edwards, Tecstar is offering to propose a Production
Integration plan. This proposal is for your Final Assembly segment of your
process and includes the listed deliverables under Scope of Work, Personnel
Organization Chart, Timing Chart and Pricing Summary.


 


Following
operations will be completed manually:


 


•                  Operation Instructions, Pictorial Based Excel
Format


•                  Inspection Instructions in Excel and Word
Format


•                  Flow Charts in Excel or Word Format


•                  Floor Plans in Solid Works Format


 


Following
stipulations apply:


 


•                  Vehicle and complete part kit to arrive at Tecstar
location on or before July 29, 2005


•                  Providing dedicated resource at Tecstar’s
facility


•                  Access to all drawings, BOM’s, current
process instructions and flow diagrams


•                  Office space, phone and internet access at
Force Protection


•                  Force Protection facility access


 


During
our review of the process to provide your deliverables, several additional
items were identified to execute the plan that is outside of the original
scope. These items are listed under Other and Future Considerations.


 


Tecstar
is impressed with your accomplishments and drive. Tecstar appreciates this
opportunity and is looking forward to working with Force Protection.


 


4





















 


1.1.1                     SCOPE OF WORK


 


1.1.1.1                                   Work Instructions will be developed for each operation
identified in the Final Manufacturing Process. Contained in these documents
will be items that identify the tools needed, parts required, quality of parts,
fixture to be used, torque values required, revision control, pictorial views
and step by step instructions. The document numbering system will correspond to
the process flow document. These documents are intended to be at 30% completion
by November (reference timeline), with preliminary documents in place. 100%
completion of manufacturing documents, fixture lists, and tool lists is
December.


 


1.1.1.2                                   Control Plans will be in the AIAG required format. Control
Plans will follow the process performed in the station and correspond with the
process flow documentation. Each process step will include a reaction plan.
Process Characteristics will be noted.


 


1.1.1.3                                   Router will be developed to show the sequence of
each process, process name, process description and amount of labor time per
process step.


 


1.1.1.4                                   Key Characteristics will be identified. These characteristics
will be on the control plan and linked to an inspection that will collect
either variable or attribute data. Current Characteristics will be used and
reviewed with your VP of Quality. Additional Characteristics will be identified
and also pre-reviewed with Force Protection.


 


1.1.1.5                                   Inspection Instructions will be developed for Receiving (vehicle
ready for Final Assembly), In-Process and Final Inspection. The documentation
is intended to “stay” with the vehicle (in a traveler) and then in the permanent
vehicle file (for each individual vehicle). Current inspection and any proposed
inspections will be reviewed with Force Protection.


 


1.1.1.6                                   Floor Plan Layout will be supplied in Solid Works Format. This
Drawing will contain the following: main final assembly station and sub
assembly location and foot print, material aisles, material staging area, work
bench location, repair location, lighting requirements , air and electrical
drops, inspection area, dynometer area, water test and plant flow.


 


1.1.1.7                                   Fixtures/Tools/Equipment lists will be supplied. Each list will
identify the type of product required, location of intended use and quantity
required. This would also include the inspection equipment specifications. These
documents are intended to be at 30% completion by November (reference
timeline), with preliminary documents in place. 100% completion of
manufacturing documents, fixture lists, and tool lists is December


 


5





















 


1.1.1.8                                   Material Plan for product to be located in or around each
station will be developed. Identification and/or design of type of Material
Handling Racks will be provided.


 


1.1.1.9                                   Process Flow Diagrams will be created for each process including a
master overall flow. All movement will be identified to include store,
transport, inspection and operation.


 


1.1.1.10                            Metrics (or Measurable) will be developed for Key Characteristics and
for FTQ with the intention that the data collection will be manual.


 


1.1.1.11                            Repair Plan will be developed including work instructions
and location of the Motor Bay. These instructions will be a combination of the
process instructions.


 


6





















 


Tecstar/Force Protection
Production


Integration Organizational Chart





 


7





















 





 


 


8





















 


1.1.4                               Price Summary


 


Resources


 


	
  Program Management

  	
   

  	
  $

  	
   

  	
   

  
	
  Materials

  	
   

  	
  $

  	
   

  	
   

  
	
  Quality

  	
   

  	
  $

  	
   

  	
   

  
	
  Manufacturing

  	
   

  	
  $

  	
   

  	
   

  
	
  Technical
  Writers

  	
   

  	
  $

  	
   

  	
   

  
	
  Design

  	
   

  	
  $

  	
   

  	
   

  
	
  Facilities
  Design

  	
   

  	
  $

  	
   

  	
   

  
	
  Technician
  / Fabrication

  	
   

  	
  $

  	
   

  	
   

  
	
  Tooling
  / Fixturing Design

  	
   

  	
  $

  	
   

  	
   

  



 


These costs are based on the hourly billing rate for the personnel as
outlined on the organizational chart


 


Systems


 


	
  Quality Systems

  	
   

  	
  $

  	
   

  	
   

  
	
  Manufacturing
  Systems

  	
   

  	
  $

  	
   

  	
   

  
	
  Engineering
  Change Control Interpretation

  	
   

  	
  $

  	
   

  	
   

  
	
  Design
  Software

  	
   

  	
  $

  	
   

  	
   

  
	
  Building
  Lease

  	
   

  	
  $

  	
   

  	
   

  
	
  Travel

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  2,741,893.00

  	
   

  



 


OTHER CONSIDERATIONS INITIAL ESTIMATE   


 


TERMS


 


30% on
Acceptance of Proposal


30% at
Mid Stage


40% at
Completion


 


9





















 


2                 OTHER CONSIDERATIONS


 


While
compiling this quote, Tecstar has identified specific items that will need to
be addressed. These items are not in the scope of this quotation. Per your
request, Tecstar would be glad to quote the following:


 


2.1                   Fixture Design


 


2.1.1                                             Tecstar to design and build each fixture
required. Cost would be per fixture, time and material. Quote would include fixture,
delivery, design, fabrication and associated hardware necessary to support the fixture
during the process and a tryout performed. Any air or electrical drops required
would be outside this scope.


 


2.2                   Fixture, Tooling &
Equipment Procurement


 


2.2.1                                             Tecstar to research sources, purchase and
deliver to Force Protection all tools, fixtures and equipment identified as
needed for the implementation of the Final Assembly System. This would also
include Water Test Equipment, NBC Tester, Lift Hardware for the Final
Inspection Station, Rolling Inspection Lighting and Material Handling Racks/System
for the Assembly Line.


 


2.3                   Preventative Maintenance
Development, Gage Equipment Calibration & Training


 


2.3.1                                             A preventative Maintenance Plan would be
created for all tools, fixtures and equipment for the Final Assembly System.
This would also include Water Test Equipment and NBC Tester. This plan would
detail items that are required to be performed per type of equipment by Day,
Week, Month Semi and Annually. A replacement parts list would be included in
this plan.  Tecstar would also train Force
Protection personnel to perform all Preventative Maintenance and Calibration requirements.


 


10





















 


2.4                   Line Training and Process
Evaluation


 


2.4.1                                             Tecstar would provide training for all
employees station by station to include fixture use, tool usage and care,
equipment requirements, In Process inspection and documentation. Training on
Control Plans, Key Characteristics and Work Instruction details.


 


2.5                   Line Set Up


 


2.5.1                                             Tecstar would install the Process Stations, Andon
systems, Production Material Areas, Air Lines, Oilers, Fixture supports, Cataloged
Systems with Documentation, Lighting, Ramps, Tool Storage and Labeling, Water
Test Station, and NBC System.


 


2.6                   Material Flow Planning, Set-up
and Training


 


2.6.1                                             Tecstar would design the material,
containment and shipping area and a corresponding canban system. Installation
of signage, development of a lot traceability system, creation of work
instructions and supporting forms would also be included. Tecstar would train
the material and production department in the new system.


 


3                 FUTURE CONSIDERATIONS


 


3.1                   Fabrication and Integration
Sections


 


3.1.1                                             Tecstar to quote items 1.1.1.1 through
1.1.1.11 for the Fabrication and Integration Section of the manufacturing
process. Assistance in any service under “Other Considerations” could also
quoted.


 


11





















 


3.2                   Supplier Quality Development


 


3.2.1                                             Tecstar Supplier Quality Engineers to audit
each supplier, determine supplier capabilities, work with suppliers to meet
Force Protection requirements, develop and implement a Supplier Rating System. Tecstar
to obtain alternate supplier options and products.


 


12