0000950152-08-007557 Sample Contracts

LICENSE AGREEMENT (As amended through 10/26/2007)
License Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses

THIS AGREEMENT entered into as of the 28th day of August 1995 by and between NIGHT VISION CORPORATION, a corporation of the state of Illinois, having its office and place of business at 7301 N. Lincoln Avenue, Suite 180, Lincolnwood, Illinois 60646 (hereinafter called NVC) and SPECIALIZED TECHNICAL SERVICES, INC., a corporation of the state of Ohio, having its office and place of business at 4032 Linden Avenue, Dayton, Ohio 45432 (hereinafter called STS);

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DATED JUNE 29, 2007 SHARE PURCHASE AGREEMENT relating to the acquisition of the entire issued share capital of Security Support Solutions Limited
O'Gara Group, Inc. • September 30th, 2008 • Optical instruments & lenses • England
FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
Form of Executive Employment Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses

This Executive Employment Agreement (the “Agreement”), dated as of , 2007, is entered into by and between Transportadora de Protección y Seguridad, S.A. de C.V. (the “Company”) as employer, herein represented by and Mr. Enrique Herrera (the “Executive”), as employee, on his own right, pursuant to the following:

AGREEMENT
Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses

This Agreement is made as of December 20, 2007 by and among Thomas M. O’Gara, Wilfred T. O’Gara and Michael J. Lennon (collectively, the “Founders”), and The O’Gara Group, Inc., an Ohio corporation (the “Company).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio

This Asset Purchase Agreement (“Agreement”) is made and entered into as of March 20, 2006, by and among The O’Gara Group, Inc., an Ohio corporation (“TOG”), O’Gara Virginia, Inc., an Ohio corporation (“Buyer”), and VIR Rally, LLC, a Virginia limited liability company (“Seller”).

FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Pennsylvania

This Employment Agreement is made and entered into as of this ___day of ___, 2008 (“Effective Date”), by and between Optical Systems Technology, Inc., a Pennsylvania corporation (“Company”), and Paul F. Maxin (“Executive”).

PLAN AND AGREEMENT OF MERGER
Plan and Agreement of Merger • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio

This Plan and Agreement of Merger (“Agreement”) is made and entered into as of November 13, 2006, by and among The O’Gara Group, Inc., an Ohio corporation (“TOG”) and a party to this Agreement but not a constituent corporation in the Merger (as hereinafter defined), O’Gara Acquisition—HDS Inc., an Ohio corporation (“Buyer”) all of whose capital stock is owned directly by TOG, Homeland Defense Solutions, Inc., an Ohio corporation (“HDS”), and James W. Noe (“Shareholder”).

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