Exhibit 10.1

Execution Version

This ASSET PURCHASE AGREEMENT (this “Contract”) is made and entered into this 22nd day of March, 2007 (the “Contract Date”), by and between LATI USA, INC., a South Carolina corporation, formerly known as LATI INDUSTRIES, INC. (“LATI”) and FORCE PROTECTION TECHNOLOGIES, INC., a Nevada corporation (“FPT”).

RECITALS:

WHEREAS, LATI operates or has operated a facility manufacturing high performance thermoplastics located at 257 Deming Way, Summerville, South Carolina (the “Facility”);

WHEREAS, the Facility is located on that certain tract of land located in Dorchester County, South Carolina consisting of approximately 24 acres, as more particularly described on Exhibit A attached hereto (the “Land”);

WHEREAS, the Property (hereinafter defined) and the Equipment (hereinafter defined) which are used by LATI in connection with the operation of the Facility are subject to that certain Lease Agreement dated December 7, 1998 between LATI and Dorchester County, South Carolina (the “County”), as amended by that certain First Amendment of Lease Agreement dated July 25, 2005 (the “FILOT Lease”);

WHEREAS, Section 9.01 of the FILOT Lease provides that LATI may assign its interest in the FILOT Lease with the County;

WHEREAS, FPT desires to acquire and assume the FILOT Lease from LATI on the terms and conditions set forth in this Contract; and

WHEREAS, LATI desires to sell and assign the FILOT Lease to FPT on the terms and conditions set forth in this Contract.

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NOW, THEREFORE, for and in consideration of the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LATI and FPT do hereby agree as follows:

1.             Description of Property.  The property which is the subject to the FILOT Lease is as follows:

(a)           The Land;

(b)           All rights and easements appurtenant to the Land, including all rights of view, light and air, mineral and subsurface rights, development rights, zoning rights, water rights, sewer and drainage rights, rights of way, rights of ingress and egress, roadways, parking areas, roadbeds, alleyways and reversions or other appurtenances used in connection with the ownership of the Land (collectively, the “Appurtenances”); and

(c)           All improvements and fixtures located on the Land and all buildings, structures and amenities currently located on the Land, if any, (collectively, the “Improvements”).

The Land, the Appurtenances and the Improvements are hereinafter sometimes collectively called the “Property.”

2.             Description of Equipment.  The equipment which is the subject to the FILOT Lease and which is to be assumed by FPT are those items of equipment, machinery and other tangible personal property described in Exhibit B attached hereto (the “Equipment”).

3.             Purchase Price.  The purchase price (the “Purchase Price”) to be paid by FPT for the assignment of the FILOT Lease shall be FOUR MILLION ONE HUNDRED THOUSAND and No/100 Dollars ($4,100,000.00).  The Purchase Price shall be allocated as follows:

4.             Payment of Purchase Price.  The Purchase Price shall be payable as follows:

(i)            Binder.  A good faith binder and partial down payment of FORTY-ONE THOUSAND and No/100 Dollars ($41,000.00) (the “Binder”) has been paid by FPT to Coppedge & Tisson/Cushman & Wakefield (the “Escrow Agent”) and is subject to the provisions set forth in Section 22 below.

(ii)           Payment at Closing.  The Binder will be applied to the Purchase Price at Closing.  The remaining balance of the Purchase Price shall be paid in cash or other immediately available funds at Closing.

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5.             Due Diligence Period and Investigations by FPT.

(i)             For a thirty (30) day period from the Contract Date (the “Due Diligence Period”), FPT may conduct due diligence as set forth herein.  The Due Diligence Period may be extended by FPT for up to thirty (30) days to conduct a Phase II Environmental Site Assessment.  The parties acknowledge that FPT has not had the opportunity to perform due diligence prior to its execution of this Contract, and that the due diligence contemplated in this Section 5 is intended to give FPT a period within which to conduct due diligence and elect, if it chooses, to terminate this Contract without forfeiting the Binder.  Accordingly, FPT may terminate this Contract in its absolute discretion at any time within (i) the Due Diligence Period or (ii) five (5) business days of the expiration of the Due Diligence Period.  In the event of such termination, FPT shall receive a refund of the entirety of the Binder.

(ii)            Within five (5) business days of the Contract Date, LATI shall furnish to FPT copies of all documents, plats, studies, test results, reports, appraisals and all other materials relating to the Property in LATI’s possession, including but not limited to plats, plans, surveys, environmental reports, title materials, soil reports, zoning notices or approvals, any restrictions affecting the Property and copies of all leases or contracts affecting any portion of the Property.  LAIT shall allow FPT’s environmental consultant to interview LATI’s employees or have said employees fill out environmental questionnaires as required to conduct a Phase I Environmental Site Assessment in accordance with ASTM E-1527-05.  During the Due Diligence Period, FPT shall have the right to determine whether the Property is acceptable to FPT at its sole discretion.  FPT acknowledges and agrees that LATI bears no liability for any inadvertent failure to provide any of the foregoing items.

(iii)           During the Due Diligence Period, FPT and its agents and consultants shall have complete access to the Property for the purpose of conducting, at its sole cost and expense, such testings, soil borings, soil analyses, engineering tests and studies, environmental tests and studies, economic and/or topographic tests, studies and/or investigations with respect to the Property as FPT may deem necessary in order to determine whether the Property is suitable for FPT’s intended use thereof, provided that FPT repair any damage to the Property caused in connection with such tests and studies.  FPT shall indemnify and hold LATI harmless from and against all costs, expenses and liabilities incurred by LATI in connection with the tests and studies conducted by FPT and FPT’s entry upon the Property, except to the extent that any of the foregoing costs, expenses or liabilities are attributable in full all or in part to the gross negligence or willful misconduct of LATI.

6.             Closing Date and Place.  The closing of the sale and purchase of the Property and the Equipment and transfer of title to the Property and the Equipment (the “Closing”) shall take place at a mutually agreeable date on or before thirty (30) days from the expiration of the Due Diligence Period; provided however that the Closing shall may be scheduled by FPT at any time during the Due Diligence Period by providing three (3) business days advance written notice to LATI.  The date on which the Closing actually occurs as provided pursuant to this Section 6 is herein referred to as the “Closing Date.”  On the Closing Date,  the Closing shall take place at 10:00 am at the offices of Haynsworth Sinkler Boyd, P.A. in Charleston, South Carolina or at such other location as may be mutually agreeable.

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7.             Assignment of FILOT Lease.

(a)           At the Closing, LATI and FPT shall execute and deliver an Assignment and Assumption Agreement in the form attached hereto as Exhibit C (the “Assignment Agreement”) for the assignment of the FILOT Lease from LATI to FPT.

(b)           As of the Closing Date, the Property and the Equipment subject the FILOT Lease and this Contract shall be free and clear of all liens, encumbrances, security interests, claims, rights-of-way, easements, leases, restrictions and restrictive covenants, except for the Permitted Exceptions (defined below) and the terms of the FILOT Lease.  For purposes of this paragraph, the term “Title Exceptions” shall mean any conditions, liens or encumbrances affecting or purporting to affect title to the Property, or other matters relating to title to the Property, whether evidenced by written instrument, disclosed on a survey or otherwise evidenced.  FPT shall have the right to object to any Title Exception (collectively, the “Objections”).  FPT shall submit in writing to LATI its Objections within thirty (30) days of the Contract Date.  In the event FPT notifies LATI of any Objections that it has concerning the title to or a survey of the Property, then LATI shall have fifteen (15) days from the receipt of such notice within which to notify FPT as to whether LATI will cure all or any of the Objections raised by FPT.  In the event LATI elects to cure any of FPT’s Objections, then LATI shall do so on or before the Closing Date as a covenant of LATI hereunder.  In the event LATI elects not to cure any of FPT’s Objections then FPT shall, within fifteen (15) days of receipt of said notice of non-cure from LATI, give notice to LATI that FPT has elected to (i) terminate this Contract and receive a refund of the entire Binder, or (ii) waive the uncured Objections and close under the terms of this Contract.  Those Title Exceptions which FPT accepts shall herein collectively be referred to as the “Permitted Exceptions.”

8.             No Assumed Liabilities.  Except for the assumption of the FILOT Lease as described in this Contract and the Assignment Agreement, FPT assumes absolutely no liabilities of LATI.

9.             Retained Equipment.  Pursuant to the provisions contained in Section 36 below, LATI shall have thirty (30) days from the Closing Date to remove from the Property any items of tangible personal property described in Exhibit D attached hereto which are not being purchased by the FPT under this Contract (the “Retained Equipment”).  Upon the expiration of the thirty (30) day license period, the Retained Equipment shall be deemed abandoned.  FPT shall not have any responsibility for the any loss or damage to the Retained Equipment.

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10.           Closing Costs.  LATI shall pay for any transfer tax stamps to be affixed to the Assignment Agreement and the cost of discharging any mortgage, lien or title encumbrance on the Property and the Equipment other than those permitted hereunder.  FPT shall be responsible for the cost of recording the Assignment Agreement and any instruments to be recorded under the terms of this Contract with respect to the Property.  FPT shall pay for the cost of any surveys or environmental reports of the Property, any title insurance, and all fees and expenses associated with any loan on the Property.  Except as otherwise provided herein, each party shall bear its own costs and expenses, including its own attorneys’ fees.

11.           Settlement Adjustments.  Unless otherwise specified in this Contract, all expenses and costs related to the FILOT LEASE shall be prorated as of the Closing Date.

12.           Covenants of LATI.

(a)            Between the date hereof and the Closing Date, LATI shall not cause or permit any waste respecting the Property or take any action which would adversely affect the value or title to the Property or the Equipment.

(b)           Between the date hereof and the Closing Date, LATI shall cooperate and assist, to the extent reasonably requested by FPT, with FPT’s investigation of the FILOT Lease, the Property, the Equipment, and items related to the Closing.

13.           Conditions Precedent to FPT’s Obligation to Close.  FPT’s obligation to purchase the Property and the Equipment and to take the other actions required to be taken by FPT at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by FPT, in whole or in part):

(a)            All of LATI’s representations and warranties in this Contract shall have been accurate in all material respects as of the date of this Contract, and shall be accurate in all material respects as of the time of the Closing as if then made.

(b)           All of the covenants and obligations that LATI is required to perform or to comply with pursuant to this Contract at or prior to the Closing, and each of these covenants and obligations, shall have been duly performed and complied with in all material respects.

(c)            FPT shall have obtained financing acceptable to FPT in its sole discretion to acquire and assume the FILOT Lease.  FPT shall use its best efforts to obtain such financing within twenty (20) days from the date of this Contract.  FPT shall promptly inform LATI if FPT is unable to obtain such financing and LATI may elect to terminate this Contract upon the receipt of such notification.

(d)           The issuance or assignment to FPT of all applicable licenses and permits necessary (i) to continue the operation of the Facility or (ii) to allow for FPT’s intended use of the Property.

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(e)           The written approval by the County of the assignment of the FILOT Lease from LATI to FPT.

14.           Brokerage Commission.  Other than LATI’s engagement of Coppedge & Tisson/Cushman & Wakefield, LATI and FPT mutually acknowledge and represent that they have not dealt with any brokers in connection with this transaction.  LATI acknowledges and agrees that it is solely responsible for the commission due Coppedge & Tisson/Cushman & Wakefield.  Each party agrees to indemnify and hold the other harmless from and against any and all claims, demands or the cost and expense thereof, including reasonable attorneys’ fees, arising out of any brokerage commission, fee or other compensation due or alleged to be due in connection with the transaction contemplated by this Contract based upon an agreement alleged to have been made or other action alleged to have been taken by the indemnifying party.

15.           Eminent Domain.  If  prior to the Closing Date, all or any part of the Property is taken by eminent domain or if condemnation proceedings are commenced, FPT shall have the option, by giving written notice to LATI, to terminate this Contract and receive an immediate refund of the full amount of the Binder.  If FPT does not so elect to terminate this Contract, the Contract shall remain in full force and effect, and LATI shall assign, transfer and set over to FPT at the Closing all of LATI’s rights, title and interest in and to any awards that may be made for such taking.

16.           Representations and Warranties of LATI.  LATI represents and warrants to FPT as follows:

(a)           Subject to the written approval of the County to the assignment of the FILOT Lease, LATI has full power and authority to enter into and perform this Contract in accordance with its terms and conditions, and at the Closing, LATI will furnish to FPT an opinion of LATI’s counsel to that regard.

(b)           LATI shall furnish to FPT such resolutions and certificates as FPT’s counsel may reasonably request regarding the authority of LATI to enter into this Contract and close the transaction contemplated herein.

(c)           LATI shall use its best efforts to obtain the written approval of the County for the assignment of the FILOT Lease to FPT.

(d)           The consummation of the terms and conditions of this Contract shall not constitute a default under any agreement to which LATI is subject or by which it may be bound.

(e)           Other than the FILOT Lease, LATI has not entered into any agreement or lease, oral or written, that will be binding upon FPT, the Property or the Equipment; and neither LATI, the FILOT Lease, the Property nor the Equipment are subject to any claim, encumbrance, mortgage, lien, demand, suit, unfiled lien, proceeding or litigation of any kind, pending or outstanding, or threatened or likely to be made or instituted which would limit or restrict in any way LATI’s right or ability to enter into this Contract and consummate the sale and purchase contemplated hereby.

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(f)            To the best of LATI’s knowledge, there are no taxes, charges or assessments of any nature or description arising out the operation of the Facility which would constitute a lien against the Property or the Equipment and that will be unpaid at the Closing Date or not paid from LATI’s closing proceeds.

(g)           LATI is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

(h)           From the period of time between the Contract Date and the Closing Date, LATI shall refrain from undertaking any material changes to the Facility, the Property or the Equipment, without the express written consent of FPT.

(i)            All representations and warranties of LATI contained in this Contract are true and correct in all material respects as of the Contract Date, will be true and correct in all material respects as of the Closing Date, and shall survive the Closing.

17.           Representations and Warranties of FPT.  FPT represents and warrants to LATI as follows:

(a)           FPT has full power and authority to enter into and perform this Contract in accordance with its terms and conditions, and at the Closing, FPT will furnish to LATI an opinion of FPT’s counsel to that regard.

(b)           FPT shall furnish to LATI such resolutions and certificates as LATI’s counsel may reasonably request regarding the authority of FPT to enter into this Contract and close the transaction contemplated herein.

(c)           The consummation of the terms and conditions of this Contract shall not constitute a default under any agreement to which FPT is subject or by which it may be bound.

(d)           All representations and warranties of FPT contained in this Contract are true and correct as of the Contract Date, will be true and correct as of the Closing Date, and shall survive the Closing.

18.           Environmental Matters.

(a)           LATI represents and warrants that to the best of LATI’s knowledge, the Property does not contain any hazardous wastes, hazardous substances, hazardous materials, toxic substances, hazardous air pollutants or toxic pollutants as those terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act and the Clean Water Act, and in any amendments thereto, or in any regulations promulgated pursuant thereto, or in any applicable state or local law, regulation or ordinance.

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(b)           Notwithstanding anything to the contrary, LATI agrees to indemnify and hold FPT harmless from and defend FPT against all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in connection with hazardous substances, as described in Paragraph 18(a) above, placed upon the Property while under LATI’s control.  FPT agrees to indemnify and hold LATI harmless from and defend LATI against all claims, liabilities, damages, costs and expenses, including attorneys’ fees, in connection with hazardous wastes or toxic substances placed upon the Property which arise from and after the Closing Date.  Each indemnitee shall have the right to participate in the selection of counsel and to approve counsel.  In the event of a settlement or other negotiated resolution of any dispute relating to this indemnity, the indemnitee shall be entitled to approve the terms and conditions of any such settlement or resolution, provided however, consent to same shall not be unreasonably withheld.  In addition, should any indemnitor fail to fulfill the terms and conditions of its indemnity pursuant to this paragraph, the indemnitee shall also be entitled to recover its reasonable attorneys’ fees and costs in enforcing its rights under this indemnity.

19.           General Indemnities.

(a)           LATI hereby agrees to indemnify and hold FPT harmless from all losses, damages, costs and expenses, including reasonable attorneys’ fees, incurred by FPT subsequent to the Contract Date arising from LATI’s acts or matters that take place prior to the Closing Date.

(b)           FPT hereby agrees to indemnify and hold LATI harmless from all losses, damages, costs and expenses, including reasonable attorneys’ fees, incurred by LATI arising (i) from any litigation relating to FPT’s acts as to the Property prior to the Closing Date, and (ii) subsequent to the Closing Date, from any litigation relating to the Property or arising from acts, occurrences or matters that take place on or subsequent to the Closing Date.

20.           Risk of Loss.  LATI assumes all risk of loss due to fire or casualty up to the Closing Date.  In the event such loss occurs prior the Closing Date, FPT shall have the right to (i) elect to close hereunder with the Purchase Price reduced by any insurance proceeds received by LATI on account of such damage on any Property or Equipment which was to have been purchased by FPT, or (ii) terminate this Agreement on written notice to LATI, and upon such termination there shall be no further liability on the part of LATI or FPT hereunder, provided, however, that the Binder and any monies paid by FPT prior to Closing shall thereupon be returned and refunded to FPT.

21.           Closing Documents.

(a)           At Closing, LATI shall execute and deliver to FPT the following:

(i)            The Assignment Agreement;

(ii)           Such documents of LATI authorizing the sale and assignment of the FILOT Lease and the transactions described in this Contract;

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(iii)          A closing statement;

(iv)          An affidavit sufficient to cause the title insurance company to remove the mechanic’s lien exception as a standard exception from its title insurance policy and sufficient to comply with the non-foreign affidavit exemption;

(v)           All affidavits and documents reasonably required by the title insurance company to issue its leasehold owners policy to FPT, subject to the Permitted Exceptions; and

(vi)          Such other documents which may be necessary to the consummation of the transaction described in this Contract or as may be reasonably requested by FPT or FPT’s counsel.

(b)           At Closing, FPT shall execute and deliver to LATI the following:

(i)                                     The Assignment Agreement;

(ii)                                  The outstanding balance of the Purchase Price; and

(iii)          Such other documents which may be necessary to the consummation of the transaction described in this Contract or as may be requested by LATI or LATI’s counsel.

22.           Escrow of Binder.

(a)           The Binder shall be held in escrow (the “Escrow”) by Coppedge & Tisson/Cushman & Wakefield (the “Escrow Agent”) subject to the terms and provisions of this Contract.  The Escrow Agent shall hold and disburse the Binder in accordance with the terms and provisions hereof and invest the Binder in an interest-bearing account until disbursement.

(b)           At Closing, or in the event of a default by FPT or other failure to close by FPT except as permitted by this Contract, the full amount of the Binder shall be delivered by the Escrow Agent to LATI.  In the event of default by LATI, or upon any other refund of the Binder to FPT under the terms hereof, FPT shall be entitled to the full amount of the Binder.

(c)           If (i) the Escrow shall be terminated by the mutual agreement of LATI and FPT; (ii) the Escrow Agent shall be unable to determine at any time to whom the Binder should be paid; or (iii) a dispute develops between LATI and FPT concerning to whom the Binder should be paid, then in any such event, the Escrow Agent shall disburse the Binder in accordance with the joint written instructions of LATI and FPT.  In the event that such written instructions shall not be received by the Escrow Agent within ten (10) days after the Escrow Agent shall have served written requests for instructions upon LATI and FPT, the Escrow Agent shall have the right to pay all or any portion of the Binder into any state or federal court located in South Carolina and interplead LATI and FPT in respect thereof, and thereafter the Escrow Agent shall be discharged of any obligations in connection with the Binder.

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(d)           LATI and FPT hereby agree and acknowledge that the Escrow Agent assumes no liability in connection with the holding or investment of the Binder held in Escrow pursuant hereto except for negligence or willful misconduct; and that in the event of any dispute under this Escrow, the Escrow Agent shall be fully protected in any action taken in good faith.  If costs and expenses, including attorneys’ fees, are incurred by the Escrow Agent because of any dispute between LATI and FPT arising out of the holding of the Binder, the non-prevailing party shall pay the Escrow Agent such reasonable costs and expenses incurred.

23.           Remedies for Breach.

(a)           If LATI shall default under this Contract, (i) FPT shall have the right to bring an action for specific performance or (ii) at FPT’s election, the Binder shall be refunded to FPT and this Contract shall then terminate without any further claim by either party against the other.

(b)           If FPT shall default under this Contract, LATI’s sole remedy shall be to terminate this Contract and the Binder shall not be refunded, but shall be forfeited by the Escrow Agent to LATI as liquidated damages.

24.           Limitation of Liability.  No officer, director, shareholder, beneficial owner, agent or employee of Purchaser or LATI shall be personally liable for any obligation hereunder.

25.           Confidentiality.  The parties hereto agree to maintain the confidentiality of the this Contract, the contemplated transactions described herein and any information received in connection with this Contract.

26.           Public Announcements.  Any public announcement, press release or similar publicity with respect to this Contract or the contemplated transactions described herein will be issued, if at all, only at such time and in such manner as LATI and FPT agree in writing.

27.           Notices.  Any notice to be given in connection with this Contract shall be in writing and shall be deemed to have been given when deposited with a national “next day” delivery service or in the United States mail via registered or certified mail, postage prepaid, return receipt requested, and addressed as follows:

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28.           Entire Agreement.  This Contract and the Exhibits hereto contain the entire understanding and agreement by and between the parties and all prior or contemporaneous oral or written agreements or instruments are merged herein.

29.           Modification.  Any modification or amendment to this Contract must be in writing and shall be signed by all of the parties hereto.

30.           Captions and Headings.  The captions and headings throughout this Contract shall not be deemed to contain the subject matter of this Contract, nor be considered in the interpretation thereof, it being understood that captions and headings are for convenience only and not for purposes of interpretation or construction of this Contract.

31.           Time of Essence.  Time is of the essence with respect to all provisions in this Contract.

32.           Binding Effect.  This Contract shall be binding upon and inure to the benefit of the parties hereto, their respective permitted successors and assigns.

33.           Counterparts.  This Contract may be executed in any number of separate counterparts, each of which shall be deemed an original, and the several counterparts taken together shall constitute the agreement of the parties hereto.

34.           Survival of Provisions.  The terms, covenants, conditions, representations, warranties and agreements contained herein shall survive and remain enforceable after the Closing, except as may otherwise expressly be provided herein.

35.           Disclaimer.  FPT acknowledges and agrees that upon Closing LATI shall sell and assign to FPT and FPT shall accept the Property and the Equipment “As Is, Where Is, with all faults,” except to the extent expressly provided otherwise in this Contract. Unless LATI has made an express representation in this Contract with respect to any such information, FPT has not relied and will not rely on, and LATI is not liable for or bound by, any statements, representations or information pertaining to the Property or the Equipment or relating thereto (including specifically, without limitation, property information packages distributed with respect to the Property or the Equipment) made or furnished by any real estate broker or agent representing or purporting to represent LATI, to whomever made or given, directly or indirectly, orally or in writing.

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36.           License Agreement.  LATI shall have a license, for a period of thirty (30) days from the Closing, to (i) go on to the Property to remove the Retained Equipment; (ii) occupy designated office space, reasonably acceptable to both parties; and (iii) clean out LATI offices and remove all LATI files (other than files relating to the Property and the Equipment).  LATI’s license shall be limited to normal business hours and is subject to any check-in or security measures which FPT may implement during the thirty (30) day period.

37.           Governing Law.  This Contract will be governed by and construed under the laws of the State of South Carolina, including the right of specific performance of this Agreement, without regard to conflicts-of-laws principles that would require the application of any other law.   The parties hereto specifically agree to submit to and be bound by the jurisdiction of the courts, either federal or state, of the State of South Carolina.  Venue for any action brought to enforce this Contract shall lie in Charleston County, South Carolina.

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IN WITNESS WHEREOF, the parties hereto have caused this ASSET PURCHASE AGREEMENT to be duly executed as of the date first above written.

Exhibit A

Legal Description of the Land

“ALL that certain piece, parcel or tract of land, situate, lying and being west of Summerville, Dorchester County, State of South Carolina, being located north of the intersection of Spaniel Lane and Deming Way (S-18-789) and being designated as Tract 10 on a certain plat entitled “PLAT SHOWING TRACT 10, 23.77 ACRES, ALONG WITH A NEW 25’ SEWER EASEMENT, BEING A PORTION OF TRACT “I”, PROPERTY OF DORCHESTER INDUSTRIAL CENTER, INC., LOCATED IN EAST PORT INDUSTRIAL CENTER, WEST OF SUMMERVILLE, DORCHESTER COUNTY, SOUTH CAROLINA,” dated December 2, 1997, by Timothy D. Elmer, SCPLS No. 17566, recorded in the RMC Office for Dorchester County in Plat Book J, page 101, and having the following metes and bounds, to wit:  To find the Point of Beginning, locate the intersection of Deming Way centerline and Spaniel Lane centerline, thence running in a northerly direction along the centerline of Deming Way a distance of 727.1’, thence turning and running in a westerly direction S82°12’20”W a distance of 40.00’ to Point A, noted as P.O.B., being the northeast corner of Tract 3H, a 5/8” Rebar found; thence turning and running in a westerly direction along Tract 3H N81°25’31”W a distance of 701.01’ to Point B, a 1 ½” Open Pipe Found; thence turning and continuing in a westerly direction along the property of Shannon Properties, Inc., N81°34’35”W a distance of 409.57’ to Point C, a 1 ½” Open pipe set; thence turning and running in a northerly direction along the Residual Tract I N05°57’13”E a distance of 994.49’ to Point D, a 1 ½” Open pipe set; thence turning and running in an easterly direction along the Residual Tract I around a curve to the left, having a radius of 70.00’, an arc length of 80.77’, and a chord of N62°54’00”E for 76.36’ to Point E, a 1 ½” Open pipe set; thence turning and continuing in an easterly direction along the Residual Tract I around a curve to the right, having a radius of 25.00’, an arc length of 22.18’, and a chord of N55°15’47”E for 21.46’ to Point F, a 1 ½” Open pipe set; thence turning and continuing in an easterly direction along the Residual Tract I S80°40’47”E a distance of 599.77’ to Point G, a 1 ½” Open pipe set; thence turning and running in a southerly direction along the Residual Tract I around a curve to the right, having a radius of 50.00’, an arc length of 78.54’, and a chord of S54°19’13”E for 70.71’ to Point H, a 1 ½” Open pipe set, being on the western right-of-way of Deming Way; thence turning and continuing in a southerly direction along the western right-of-way of Deming Way S09°19’13”E a distance of 828.17’ to Point I, a 5/8” Rebar found; thence turning and continuing in a southerly direction along the western right-of-way of Deming Way around a curve to the left, having a radius of 580.00’, an arc length of 195.80’, and a chord of S18°59’29”E for 194.87’ to Point J, a 5/8” Rebar found; thence turning and continuing in a southerly direction along the western right-of-way of Deming Way around a curve to the right, having a radius of 420.00’, an arc length of 152.97’, and a chord of S18°113’42”E for 152.13’ to Point K, a 5/8” Rebar found; thence turning and continuing in a southerly direction along the western right-of-way of Deming Way S07°47’40”E a distance of 111.59’ to the Point of Beginning and containing 23.77 acres or 1,035,726 square feet, more or less, and being designated as Tract 10.”

Reference is also had to plat showing Tract 10, 23.77 Acres, property of LATI Industries, Inc., located in East Port Industrial Center, West of Summerville, Dorchester County, South Carolina dated July 12, 1999 and recorded August 23, 1999 in Book J, Page 140, Dorchester County RMC Office.

For derivation of title, see Deed from LATI Industries, Inc. to Dorchester County, South Carolina dated December 18, 1998 and recorded February 18,k 1999 in Book 2137, Page 315, Dorchester County RMC Office.

TMS:  122-00-00-027

Exhibit B

Equipment

Exhibit C

Form of Assignment and Assumption Agreement

[To Be Provided.]

Exhibit D

Retained Equipment