Exhibit 10.2


 


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


(a)                                Contractor
logistics support shall mean vehicle maintenance to cover routine and non                                                                        routine
maintenance through depot level support; train the trainee “operator/driver’
and maintenance training to an “intermediate” or direct support level;
provision of spare and repair parts; and manuals (“CLS”).


(b)                               Future
contracts shall mean any arrangement that GSD or its affiliates enters into
during the five (5) year period immediately after Prime Contract completion for
the provision of any CLS for the ILAV (Future Contracts)


2.                                       Obligation
of the Parties


(a)                                  GSD
shall award to FPI under the subcontract all CLS orders it receives under the
Prime Contract for the current ILAV’s and any ILAVS ordered under any options.
GSD shall provide FPI with all information on, and access to, the BAE vehicles
at its facility or the facilities of others to enable FPI to complete its CLS
work under the Subcontract.


(b)                                 GSD
shall forward to FPI any requests it receives for Future Contracts for CLS, in
order for FPI to act as the prime if allowed by the potential customer. In the
event that the potential customer does not allow FPI to be the prime by virtue
of GSD’s role as prime contractor under Contract W56HZV-06-D-VB01, then the
parties shall proceed as provided herein and GSD shall award the CLS to FPI under
a new contract, which terms will be consistent the any orders it receives for
CLS under any Future Contracts and the Subcontract at prices mutually agreed to
by the parties.


3.                                       Proposal
and Marketing Activity


During the term of this Agreement, the parties will work together to
jointly prepare proposals for Future Contracts whenever the customer does not
allow FPI to be the prime by virtue of GSD’s role as the prime contractor under
Contract W56HZV-06-D-VB01, per paragraph 2(b), above, and will cooperate as
required in marketing efforts during and after submission of said proposals.
All proposals will be prepared in the English language and, whenever necessary,
translated into a foreign language by GSD before being submitted
to potential customers. GSD shall keep FPI informed of all of its marketing
activities regarding any proposal submitted or intended to be submitted.



 1
 






 



Subject to prior mutual consent, which consent shall not be
unreasonably withheld, the parties may make public to customers and other third
parties the nature of their relationship under this Agreement.


4.                                       Termination


Except for the obligations of Section 6, 8, 9 and 10 of this Agreement,
which shall survive the expiration or early termination hereof, this Agreement
will terminate five (5) years after the completion of the Prime Contract.


5.                                       Expenses


Except for compensation which may be paid to the parties by customers
pursuant to the Prime Contract, Subcontract or any Future Contract, each party
shall bear all of its own expenses incurred in connection with this Agreement.


6.                                       Negation
of the Formation of a Business Organization


This Agreement shall not constitute, create, or in any way be
interpreted to create a joint venture, partnership, or formal business
organization of any kind between the parties.


7.                                       Assignment


Neither party may assign nor transfer its interest herein without the
prior consent of the other party, provided, however, that either party may
assign this agreement without the consent of the other party to any successor
by way of merger, consolidation or the acquisition of substantially all of its
business assets.


8.                                       Disclosure
and Protection Information


The parties shall
comply with the confidentiality provisions of the subcontract.


9.                                       Export
Controls


Whensoever, under paragraph 2(b), GSD is the prime
contractor for CLS, GSD shall be responsible for securing all export licenses
and other authorizations required in order for FPI to perform its obligations
under the subcontract.


10.                                 Special
U.S. Law


The parties agree to comply fully with the U.S. Foreign Corrupt
Practices Act and warrant that they are, and will remain, in full compliance
with all applicable laws and regulations of any and all countries related to
the performance of services for the project hereunder. Furthermore, the parties
warrant, covenant and agree that, in the performance of this Agreement and in
connection with the sale of products and services covered by this Agreement the
parties have not and will not in the future, directly or indirectly, offer,
pay, promise to pay or authorize the payment of any money or offer, give,
promise to give, or authorize the giving of anything of value to:


any government official or any political party or official thereof, or
any candidate for political office; or


any other person while knowing or having reason to know that all or a
portion of such money or thing of value will be offered, given or promised
directly or indirectly, to any such official, to any such political party of
official thereof, or to any candidate for political office;


for the purpose
of:


influencing any action or decision of such official, party or official
thereof, or candidate in his or its official capacity, including a decision to
fail to perform his or its official functions, or inducing such official, party
or official thereof, or candidate to use his or its influence with any
government



 2
 






 



or instrumentality thereof to effect or influence any act or decision
of such government or instrumentality, in order to assist the parties in
obtaining or retaining business for or with or directing business to any
person.


11.                                 Agreement


This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof, and may not be modified, altered or
amended, nor may any provision hereof or right hereunder be waived, except by
an instrument in writing signed by the party against which such modification,
alteration, amendment or waiver is sought to be enforced. This Agreement shall
be governed by, and construed in accordance with, the laws of New York. All
notices, demands and other communications hereunder shall be in writing in the
English language and delivered to the parties at their respective principal
executive offices.


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

  	
   

  
	
        Raymond Pollard

  	
   

  
	
        Chief Operating Officer

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  July 13, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BAE Systems Land
  & Armaments L.P. Ground Systems Division

  	
   

  
	
   

  	
   

  
	
    /s/ Kenneth Mettler

  	
   

  
	
   

  	
   

  
	
  By Kenneth
  Mettler

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  July 13, 2006

  	
   

  
									



 



 3