MANAGEMENT SERVICES AGREEMENT

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 directs the Company to make such reimbursement payments with respect to Henderson’s reasonable living expenses directly to Henderson.

3.02.     The Company shall pay SP Corporate a fixed monthly fee in cash in amount set forth on Exhibit A in advance on the first day of each month.

Section 4.      Limitation on Liability .  To the fullest extent permitted by law and as consistent with the Company’s Second Amended and Restated By-Laws and Certificate of Incorporation, as may be amended from time to time (the “Company’s Charter Documents”), SP Corporate shall not be liable to the Company, any affiliate thereof or any third party for any losses, claims, damages, liabilities, penalties, obligations or expenses, including reasonable legal fees and expenses, of any kind or nature whatsoever due to any act or omission in connection with the rendering of Services hereunder, unless that act or omission constitutes gross negligence, willful misconduct or fraud.  Further, SP Corporate shall reasonably rely on information provided to it about the Company, if any, that is provided by the Company or the Company’s affiliates, employees or agents.  In no event shall SP Corporate be liable for any error or inaccuracy of any report, computation or other information or document produced in accordance with this Agreement, for whose accuracy the Company assumes all responsibility, unless resulting from the gross negligence, willful misconduct or fraud of SP Corporate or SP Corporate’s officers, directors, employees or agents.

Section 5.      Indemnity and D&O Insurance .  To the fullest extent permitted by law and as consistent with the Company’s Charter Documents, the Company shall defend, indemnify, save and hold harmless SP Corporate and Henderson from and against any claims, liabilities, damages, losses, costs or expenses, including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim of any nature whatsoever resulting from SP Corporate’s or Henderson’s activities or services under this Agreement (a “Claim”), except to the extent occasioned by the gross negligence, willful misconduct or fraud of SP Corporate, Henderson or SP Corporate’s officers, directors, employees or agents.  At the request of SP Corporate and/or Henderson, the Company will advance to them the legal or other costs and reasonable expenses of investigating or defending against any Claim in advance of the final disposition of such Claim.&nbs