CONTRACT SUVC1/0208 - WOLFHOUND DESIGN, DEVELOPMENT, MANUFACTURE ANDASSOCIATED SUPPORT

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Exhibit 10.2

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Integrated Survivability Technologies		Please reply to:
c/o Burges Salmon LLP
Narrow Quay House		OUR Reference:
Narrow Quay		SUVC1/0208
Bristol
BS14AH		Date: 1 st April 2009

For the attention of Michael Linton,
Managing Director

Dear Michael,

CONTRACT SUVC1/0208 - WOLFHOUND DESIGN, DEVELOPMENT, MANUFACTURE ANDASSOCIATED SUPPORT

1. The Authority hereby accepts your tender dated 05 March 2009 as amended by your e-mail dated 30’h March 2009 including letter dated 27’h March 2009 in conjunction with the following correspondence:

a. 1ST Letter dated 27’h March 2009.

b. 1ST Letter “Ref: AMENDMENTS TO SUVC1/0208 CONTRACT DOCUMENTATION FOR UOR: TACTICAL SUPPORT VEHICLE (TSV) HEAVY (“WOLFHOUND”)” dated 1 st April 2009.

2. The Authority acknowledges the Contractor’s responsibilities under Contract Condition 22 to submit applications for export licences in a timely manner. The IPT shall use best endeavours to assist this process if required.

3. The Authority acknowledges the Parent Company Indemnities provided by NP Aerospace Limited dated 30,h March 2009 and Force Protection Inc dated 30,h March 2009 to severally provide such resources and facilities to enable the contractor duly to fulfil its obligations in the contract.

4. For convenience, a copy of the contract is attached.

5. Please note that the Contract Reference number is SUVC1/0208 and should be quoted in all future correspondence.

6. Please acknowledge receipt of this letter by completing the attached proforma and returning it immediately to the above address.

Defence Equipment & Support

7. The Department intends to make a public announcement concerning the award of the contract. The announcement will include information on any Sub-contracts placed down the supply chain valued at £1 million plus. If you wish to make a similar announcement, either coincident with or subsequent to the Department’s announcement you should in the first instance contact the administering Commercial staff. The content of any announcement you may wish to make must be cleared in advance by the appropriate MOD staff and the MOD Security branch responsible for publicity material for open publication. Under no circumstances should you confirm to any third party the fact of your acceptance of this offer of contract prior to informing the Department of your acceptance, and/or ahead of the Department’s announcement of the award of contract.

Yours

/s/ Brian Dewdney

PROTECT - COMMERCIAL

To:

Date: 1/4/09

Protected Mobility Team

Defence Equipment & Support

Spruce 3a, #1302

MOD Abbey Wood

Bristol

BS348JH

We acknowledge receipt of Contract No. SUVC1/0208 dated

1/4/09

Yours faithfully

Signed	/s/ Michael Linton

Contractor’s Name	Integrated Survivability Technologies

Telephone No.	07785256260

& Address	330 Bristol Business Park

	Bristol

WOLFHOUND	PROTECT - CONTRACT	Contract
Contract Terms &		SUVC1/0208
Conditions

TERMS AND CONDITIONS (INDEX)

DEFCON 110 — SCHEDULE OF REQUIREMENTS

CONDITIONS OF CONTRACT

SECTION 1 - DEFCONS

DEFCONS

SECTION 2 — SPECIAL CONDITIONS

2.	SCOPE OF WORK
3.	INTERPRETATION
4.	SPECIFICATION AND BUILD STANDARD
5.	RESPONSIBILITIES AS PRIME CONTRACTOR
6.	TECHNICAL ASSISTANCE TO THE AUTHORITY
7.	PRICES & GAINSHARE
8.	DELIVERY
9.	NOT USED
10.	RECTIFICATION OF DEFECTS ON DELIVERY
11.	ACCEPTANCE
12.	PAYMENT AND INVOICING
13.	RELIABILITY AND ACCEPTANCE TRIALS
14.	QUALITY ASSURANCE
15.	WARRANTY INTERPRETATION
16.	PARTS & LABOUR WARRANTY
17.	RELIABILITY WARRANTY
18.	GOVERNMENT FURNISHED ASSETS (GFA)
19.	SPECIAL JIGS, TOOLING AND TEST EQUIPMENT
20.	SUB CONTRACTING
21.	PROGRESS REPORTS, PROGRESS MEETINGS AND DESIGN REVIEWS
22.	EXPORT LICENCES FROM US GOVERNMENT
23.	CUSTOMS CLEARANCE
24.	CONTRACTORS PERSONNEL
25.	SECURITY OF MINISTRY PROPERTY
26.	MARKING OF ARTICLES
27.	REGISTRATION PLATES AND ALLOCATION OF REGISTRATION NUMBERS
28.	SUPPLIER DEVELOPMENT SCHEME — SUPPLIER AND CUSTOMER PERFORMANCE MEASUREMENT
29.	PUBLICITY
30.	POTENTIAL HAZARD — RESPIRABLE DUST ON EQUIPMENT RETURNED FROM THEATRE
31.	CONTRACTOR ON DEPLOYED OPERATIONS
32.	RISK
33.	OPTION TO PURCHASE FURTHER ITEMS
34.	ENTIRE AGREEMENT
35.	PROVISION BY THE CONTRACTOR OF THE TRAINING UNDER CONTRACT ITEMS 11 AND 13
36	DATA HANDLING
37.	DEFAULT
38.	CONTRACT CHANGE PROCEDURE
39.	LIQUIDATED DAMAGES
40.	INTELLECTUAL PROPERTY RIGHTS
41.	FORCE MAJEURE

DEFFORMS

DEFFORM 47SC SUB-CONTRACTS IN THE SUPPLY CHAIN

Workshare Professional comparison of interwovenSite://IMANDMS/ACTIVE/73027905/1 and interwovenSite://IMANDMS/ACTIVE/73027905/2. Performed on 5/4/2009.

WOLFHOUND	PROTECT - CONTRACT	Contract
Contract Terms &		SUVC1/0208
Conditions

DEFFORM 111	APPENDIX ADDRESSES AND OTHER INFORMATION
DEFFORM 177	DESIGN RIGHTS AND PATENTS (SUB-CONTRACTORS) AGREEMENT
DEFFORM 315	CONTRACTOR DATA REQUIREMENT
DEFFORM 522A	RELEVANT PAYMENT FORM FOR DEFCON 522 PAYMENT CONDITION
DEFFORM 691A	TIMBER AND WOOD CONTAINING PRODUCTS SUPPLIED UNDER THE CONTRACT

ANNEXES

ANNEX A	STATEMENT OF WORK
	APPENDIX A	SYSTEMS REQUIREMENT DOCUMENT
	APPENDIX B	JOINT RISK AND OPPORTUNITY MANAGEMENT PLAN
	APPENDIX C	SECURITY ASPECTS LETTER
	APPENDIX D	MASTER DATA ASSUMPTIONS LIST
	APPENDIX E	NOT USED
	APPENDIX F	SUMMARY OF QUALITY REQUIREMENTS
ANNEX B	DELIVERY SCHEDULE
ANNEX C	QUALITY MANAGEMENT PLAN AND STRATEGY (QMAPS)
ANNEX D	GFA LIST
ANNEX E	INTELLECTUAL PROPERTY RIGHTS & DEFFORM 315
ANNEX F	PROGRAMME MANAGEMENT PLAN
ANNEX G	EQUALITY OF INFORMATION PRICING STATEMENT [ To be agreed when firm prices are agreed under DEFCON 643 ]
ANNEX H	DEFFORM 522A
ANNEX I	INTEGRATED LOGISTIC SUPPORT PLAN
ANNEX J	INTEGRATED SUPPORT PLAN
ANNEX K	DEFCON 82 — INITIAL SPARES LIST
ANNEX L	EQUIPMENT REPAIRABLES LIST
ANNEX M	COMPLETE EQUIPMENT SCHEDULE
ANNEX N	STATEMENT OF STANDARDS
ANNEX O	DEFFORM 47SC — SUB-CONTRACTS IN THE SUPPLY CHAIN
ANNEX P	SPECIAL TOOLS & TEST EQUIPMENT
ANNEX Q	DEFFORM 691 — TIMBER AND WOOD-CONTAINING PRODUCTS SUPPLIED UNDER THE CONTRACT
ANNEX R	PARTS & LABOUR WARRANTY
ANNEX S	RELIABILITY WARRANTY
ANNEX T	CHANGE PROPOSAL FORM
ANNEX U	INDEX OF CONTRACT CHANGES
ANNEX V	CONTRACTOR’S TECHNICAL DESCRIPTION
ANNEX W	PAYMENT PLAN
ANNEX X	DEFFORM 177 — DESIGN RIGHTS AND PATENTS (SUB-CONTRACTORS) AGREEMENT

WOLFHOUND
Contract Terms &
Conditions

PROTECT - CONTRACT

Contract
SUVC1/0208

Name and Address of Contractor

Integrated Survivability Technologies
c/o Burges Salmon LLP,
Narrow Quay House,
Narrow Quay,
Bristol,
BS1 4AH

MINISTRY OF DEFENCE

DEFCON 110
Schedule of Requirements

WOLFHOUND Design, Development,
Manufacture and Support
Programme

Contract No: SUVC1/0208

(To be quoted on all correspondence)

Contract Date: 01 April 2009

TABLE 1 ARTICLES REQUIRED

Item
No

MOD Stock Reference
NATO Stock number
Stores reference no.
or Catalogue number

Specification number
Drawing number
Part number

Description
(CDRL References are at
the SOW at Annex A to
Contract)

Quantity/ Pricing

Max Provisional
Price Each £
(EX VAT)

Max Provisional
Price Each $
(EX VAT)

Provision of WOLFHOUND base vehicles to production standard in the following variants (CDRL’s 1-3):

a) Patrol Vehicles

90/ Max Ea

£ [***]

$ [***]

b) Military Working Dog Support Vehicles (MWDSU)

5/ Max Ea

£ [***]

$ [***]

c) Patrol Vehicles for trials and testing

2/ Max Ea

£ [***]

$ [***]

Provision of WOLFHOUND integrated vehicles to Theatre Entry Standard (TES) in the following variants (CDRL’s 3, 5 & 6):

a) Patrol Vehicles

90/ Max Ea

£ [***]

b) Military Working Dog Support Unit (MWDSU) Vehicles

5/ Max Ea

TBA

c) Patrol Vehicles for trials and testing

2/ Max Ea

£ [***]

Provision of Technical Design Packs for the WOLFHOUND vehicle variants at Items 2a and 2b above (CDRL 4).

1 per vehicle variant/ Max Ea

£ [***]

Provision of the following AESP technical publications covering the WOLFHOUND vehicle variants at Items 2a and 2b above (CDRL 21):

a) Cat 101 — Purpose and Planning Information

1 Copy plus 1 electronic Copy/ Max Lot

£ [***]

$ [***]

b) Cat 111 — Equipment Support Policy Directive (supplied by the Authority)

c) Cat 201 — Operating Information

d) Cat 421 — Installation Instructions and Preparation for Special Environments (VIKs)

e) Cat 512 — Failure Diagnosis

f) Cat 522 — Maintenance Instructions

(1) Option prices are subject to CAS investigation and the Exchange Rate Variation provision.

(2) This is a 1 day, up to 8 person, familiarisation course. Career training courses are also available on request.

(3) Assumed to be defined post Contract Award with Dstl and IPT.

(4) Fully representative vehicle assumed.

(5) Minimum Order Size of 20 vehicles, to prevent small order disrupting production. IST is open to discussing rates for smaller order sizes.

WOLFHOUND
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Conditions

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Contract
SUVC1/0208

	g) Cat 532 — Inspection Standards
	h) Cat 601 — Maintenance Schedules
	i) Cat 711/721 — Illustrated Parts Catalogues/Commercial Parts Lists
	j) Cat 741/751 — Complete Equipment Schedule (Simple Equipment)/(Complex Equipment)
	k) Cat 811 — Modification Instructions

5	Supply of Certificate of Conformity (C of C) with the production of one copy of the AESP technical publications above (CDRL 22)	1 Copy plus 1 electronic Copy	FOC

6	Provision of Support & Test Equipment – Complete Equipment Schedule (CES) for the WOLFHOUND vehicle variants at Item 2a and 2b above (CDRL 23)	1 CES per vehicle/ Max Ea	£ []*	$ []*

7	Provision of Support & Test Equipment – Special Tools & Test Equipment (STTE) for the WOLFHOUND vehicle variants at Item 2a and 2b above (CDRL 24)	7 sets for 97 vehicles/ Max Lot		$ []*

8	Provision of Initial Supply of Spares to support 97 vehicles for 1 year duration (CDRL 13)	Initial Spares to support 97 vehicles for 1 year/ Max Lot	£ []*	$ []*

9	Supply of Documentation for NATO Codification (CDRL 14)	1 copy plus 1 electronic copy/ Max Lot	£ []*

10	Supply of Initial Equipment Repairables List (CDRL 15)	1 copy plus 1 electronic copy/	FOC

11	Provision of Train the Trainer (Operator) familiarisation courses for the WOLFHOUND vehicle variants at Items 2a and 2b above (CDRL 17)	TBC following TNA	£ []* (2)

12	Provision of re-usable training package (Operator Train the Trainer Package) (CDRL 19)	1 Copy plus 1 electronic Copy	£[]* (2)

13	Provision of Train the Trainer (Maintainer) familiarisation courses for the WOLFHOUND vehicle variants at Items 2a and 2b above (CDRL 18)	TBC following TNA	£[]* (2)

14	Provision of re-usable training package (Maintainer Train the Trainer Package) (CDRL 20)	1 Copy plus 1 electronic Copy	£[]* (2)

15	Provision of the following for trials and testing (See Para 2.18 of SOW):	See Annex A to Contract
	a) Document the readiness of the TES vehicle to be trialled (CDRL 31)	Max Lot	FOC
	b) Provision of training, material and documentation (CDRL 32)	Max Lot	£[]*	$ []*

(6) This reduced rate available due to NRE/ tooling already having been paid for, i.e. amortised.

WOLFHOUND
Contract Terms &
Conditions

PROTECT - CONTRACT

Contract
SUVC1/0208

	c) Provision of spares support (CDRL 40)		TBD(3)
	d) Blast and Ballistic Test Specification (CDRL 42)		TBD(3)
	e) Blast and Ballistic Test Report (CDRL 43)		£ []* 4
	f) Option price for 1 Representative Blast Vehicle	Max		$[]*

16	Provision of the following Tests, Reports and Documentation	1 Copy plus 1 electronic Copy of each
	a) Monthly Progress Reports (CDRL 29)	LoL	FOC
	b) EMC trials Report (CDRL 7)		£[]*
	c) Field Support Representative (FSR) Scoping Study Report (CDRL 16)		FOC
	d) Obsolescence Report (CDRL 25)		FOC
	e) Disposal Report (CDRL 26)		FOC
	f) Factory Acceptance Test (FAT) and supporting Report (CDRL 34)	LoL	FOC
	g) UK Type Approval Report (CDRL 35)	Max Lot	£[]*
	h) JADTEU Transportability and Tie Down Schemes (CDRL 36)	Max Lot		$[]*
	i) Logistic Support Analysis Reports (CDRL 12)		£[]*	$[]*

17	Provision of the following Plans and Documentation:	See Annex A to Contract
	a) Quality Management Plan and Strategy (QMAPS) document (CDRL 27)		FOC
	b) Programme Management Plan (CDRL 28)		FOC
	c) Configuration Management Plan (CDRL 37)		FOC
	d) Joint Risk and Opportunity Management Plan (ROMP) (CDRL 38)		FOC
	e) Integrated Support Plan and updates (CDRL 9)		FOC
	f) ILS Element Plans and updates (CDRL 10)		FOC
	g) Logistic Support Analysis (LSA) Plan and updates (CDRL 11)		FOC
	h) Joint Risk Register (CDRL 39)		FOC
	i) Government Furnished Assets (GFA) List (CDRL 41)		FOC

18	Provision of or attendance at the following Meetings and Reviews:	See Annex A
	a) Design Reviews and provision of minutes (CDRL 33)		FOC
	b) ILS Review Meetings and Minutes (CDRL 8)		FOC
	c) Monthly Progress Meetings and secretarial activities including the provision of minutes (CDRL 30)		FOC

19	Option prices(1) for additional quantities of Patrol Vehicles to Theatre Entry Standard (TES) and date by which these options must be exercised:

	UK Financial Year 2009/2010
	a) 1-50	Per Vehicle	£ []* (5)	$ []* (6)
	b) 51-150		“	“
	c) 151+		“	“

	UK Financial Year 2010/2011
	a) 1-50	Per Vehicle	£ []*	$ []*
	b) 51-150		“	“
	c) 151+		“	“

WOLFHOUND
Contract Terms &
Conditions

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Contract
SUVC1/0208

	UK Financial Year 2011/2012
	a) 1-50	Per Vehicle	£ []* (5)	$ []* (6)
	b) 51-150		“	“
	c) 151+		“	“

20	Indicative quantities and prices for FSR’s based on the fleet quantities of WOLFHOUND vehicles, for operation (See Para 2.6.6 of SOW) to be confirmed following FSR Scoping Study Report;
	a) In the UK 2 FSR’s	Max Lot		$[]*
	b) On Operational Deployment 8 FSR’s	Max Lot		$[]*

21	Design of Integration of WOLFHOUND Vehicle to TES	Max Lot	£ []*

22	Option prices for Supply and Fit of Selex Drivers Night Vision System (DNVS) in a configuration similar to that of Mastiff for WOLFHOUND vehicle variants at Items 2a and 2b above	Per System	£ []*

23	Parts & Labour Warranty per vehicle in accordance with Annex R to Contract for 1 year duration	Per Vehicle

24	Reliability Warranty per vehicle in accordance with Annex S to Contract for 1 year duration	Per Vehicle	Inc. in vehicle price.	$ []*

25	Air Transportation of 2 WOLFHOUND base vehicles from the US to the UK	Max Lot	Inc. in vehicle price.

26	Option price for provision of Safety Case and Environmental Appraisal for WOLFHOUND vehicle variants at Items 2a and 2b above	Max Lot	£ []*

WOLFHOUND
Contract Terms &
Conditions

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Contract
SUVC1/0208

TABLE 2 PACKAGING REQUIREMENTS

Item
No

Packaging specifications/special markings etc.

Estimated
Quantity

Adjustment

Estimated
Quantity

Adjustment

Estimated
Quantity

Adjustment

All

Packaging in accordance with DEFCON 129 and the ILS Plan at Annex I to Contract.

TABLE 3 DELIVERY OF ARTICLES

Item
No

Start

Rate

Finish

Refer to Annex B - Delivery Schedule.

CONDITIONS OF CONTRACT

This contract is subject to: TERMS AND CONDITIONS 1 to 41

ANNEXES A to X

WOLFHOUND
Contract Terms &
Conditions

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Contract
SUVC1/0208

TERMS AND CONDITIONS

SECTION 1 - DEFCONS

1. DEFCONS

1.1. The following DEFCONs shall apply:

DEFCON 5 (Edn 07/99)		MOD Forms 640 — Advice and Inspection Notes
DEFCON 5J (Edn 07/08)		Unique Identifiers
DEFCON 19 (Edn 01/76)		Free User, Maintenance and Supply of Drawings Note: Para 1(c) of this DEFCON shall be amended to read “The Authority shall have the right to request the contractor from time to time to furnish to the Authority, certain data or information which shall be subject to mutually agreeable license agreement(s) and which shall be negotiated, identifying specific data or information prior to the furnishing of any documents”
DEFCON 23 (Edn 04/98)		Special Jigs, Tooling and Test Equipment
DEFCON 68 (Edn 10/08)		Supply of Hazard Data for Articles, Materials and Substances
DEFCON 76 (Edn 12/06)		Contractor’s Personnel at Government Establishments
DEFCON 82 (Edn 10/04)		Special Procedure for Initial Spares
DEFCON 90 (Edn 11/06)		Copyright
DEFCON 113 (Edn 10/04)		Diversion Orders
DEFCON 117 (Edn 05/06)		Supply of Documentation for NATO Codification
DEFCON 129 (Edn 07/08)		Packaging (For Articles other than Ammunition and Explosives)
DEFCON 176A (Edn 06/08)		MOD Requirement for competition in subcontracting (Non-competitive Main Contract)
DEFCON 501 (Edn 04/04)		Definitions and Interpretations
DEFCON 502 (Edn 06/08)		Specifications
DEFCON 503 (Edn 07/05)		Amendments to Contract Note: Only the Authority’s commercial staff at Box 1 to DEFFORM 111 shall be regarded as the Authority’s ‘Duly Authorised representative’ for the purposes of DEFCON 503
DEFCON 507 (Edn 10/98)		Delivery
DEFCON 509 (Edn 09/97)		Recovery of Sums Due
DEFCON 513 (Edn 05/08)		Value Added Tax
DEFCON 515 (Edn 10/04)		Bankruptcy and Insolvency
DEFCON 516 (Edn 06/04)		Racial Discrimination
DEFCON 518 (Edn 09/97)		Transfer
DEFCON 520 (Edn 07/05)		Corrupt Gifts and Payments of Commission
DEFCON 521 (Edn 10/04)		Subcontracting to Supported Employment Enterprises
DEFCON 522 (Edn 07/99)		Payment
DEFCON 523 (Edn 03/99)		Payment of Bills Using the Bankers Automated Clearing Service (BACS) System
DEFCON 524 (Edn 10/98)		Rejection
DEFCON 525 (Edn 10/98)		Acceptance
DEFCON 526 (Edn 08/02)		Notices
DEFCON 527 (Edn 09/97)		Waiver
DEFCON 528 (Edn 10/04)		Overseas Expenditure and Import Licences
DEFCON 529 (Edn 09/97)		Law (English)
DEFCON 530 (Edn 07/04)		Dispute Resolution (English Law)
DEFCON 531 (Edn 05/05)		Disclosure of Information
DEFCON 534 (Edn 06/97)		Prompt Payment (Subcontractors)
DEFCON 537 (Edn 06/02)		Rights of Third Parties
DEFCON 538 (Edn 06/02)		Severability
DEFCON 566 (Edn 08/06)		Change of Control of Contractor
DEFCON 601(Edn 10/04)		Redundant Material

WOLFHOUND
Contract Terms &
Conditions

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Contract
SUVC1/0208

Note: The Condition will apply to the extent that the redundant materiel derives from the property owned by MOD and issued to the contractor. This includes scrap, redundan

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