AGREEMENT, effective as of September 1, 2009, by and between SP Corporate Services LLC (“SP Corporate”), a Delaware limited liability company, having an office at 590 Madison Avenue, 32 nd Floor, New York, New York 10022, and Point Blank Solutions, Inc., a Delaware corporation (the “Company”), having an office at 2102 S.W. 2 nd Street, Pompano Beach, FL 33069.

WHEREAS, the Company desires to have SP Corporate furnish certain services to the Company, as set forth on Exhibit A attached hereto as it may be amended from time to time pursuant to the terms hereof (the “Services”), and SP Corporate has agreed to furnish Services, pursuant to the terms and conditions hereinafter set forth; and

WHEREAS, this Agreement has been approved by the Audit Committee of the Board of Directors of the Company (the “Board”) and recommended Board approval, and the disinterested directors of the Company unanimously approved this Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.      Engagement of SP Corporate .

1.01.     During the term of this Agreement, SP Corporate shall provide to the Company such Services, as more fully described and defined on Exhibit A , as may be necessary or desirable or as may be reasonably requested or required, in connection with the business, operations and affairs, both ordinary and extraordinary, of the Company and its subsidiaries and affiliates.

1.02.     In performing Services, SP Corporate shall be subject to the supervision and control of the disinterested directors of the Company.  In no event shall SP Corporate incur an obligation or enter into any transaction on behalf of the Company involving in excess of $50,000 without the prior approval of the disinterested directors of the Company, except that such restriction shall not apply to James R. Henderson (“Henderson”) acting in his capacity as an officer of the Company or any of its subsidiaries.

1.03.     While the amount of time and personnel required for performance by SP Corporate hereunder will necessarily vary depending upon the nature and type of Services, SP Corporate shall devote such time and effort and make available such personnel as may from time to time reasonably be required for the performance of Services hereunder.  Notwithstanding the foregoing, SP Corporate shall make Henderson available to act as, and he shall devote such time and effort as is necessary to fulfill the statutory and fiduciary duties of, the Chief Executive Officer of the Company until such time as otherwise instructed or removed by the Board or the resignation of Henderson.

1.04.      Exhibit A may be amended from time to time to provide for additional Services, the elimination of certain Services, increases or decreases to the compensation paid hereunder, or other changes, upon the mutual agreement of the parties hereto.

Section 2.      Term .  This Agreement shall commence effective as of September 1, 2009, and shall terminate immediately upon written notice given to the other party or immediately upon the death of Henderson.  The Company shall have the right during (but not after) the term of this Agreement, but not the obligation, to obtain and maintain one or more policies of life insurance on the life of Henderson at the Company’s sole cost and expense, and Henderson agrees to cooperate fully and execute such reasonable documents as the Company shall request in connection with such insurance.

Section 3.      Payments to SP Corporate .

3.01.     In consideration of Services furnished by SP Corporate hereunder, the Company shall pay to SP Corporate a fixed monthly fee as set forth in Section 3.02, which shall be adjustable annually upon mutual agreement by the parties or at other times upon the amendment of Exhibit A pursuant to Section 1.04, and the Company may pay SP Corporate an annual cash bonus pursuant to the Company’s annual incentive plan, subject to the sole and complete discretion of the Compensation Committee of the Board.  In addition, the Company shall promptly reimburse SP Corporate and Henderson for reasonable legal expenses incurred in connection with this Agreement, shall promptly reimburse SP Corporate for certain of Henderson’s reasonable living expenses, including but not limited to his relocation, housing and automobile expenses and SP Corporate hereby dire