DHB INDUSTRIES INC
EXHIBIT 10.1 - FIRST AMENDMENT AND WAIVER
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<TYPE>EX-10
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<FILENAME>f8k_072002-exhibit.htm
<DESCRIPTION>EXHIBIT 10.1 - FIRST AMENDMENT AND WAIVER
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   <TITLE>8k Exhibit</TITLE>
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<P ALIGN=CENTER><B><U>EXHIBIT 10.1</U></B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <b>FIRST  AMENDMENT  AND  WAIVER </b> (this  <b>"Amendment"</b>),  dated  as of June  28,  2002,  to <b>LOAN  AND  SECURITY
AGREEMENT,</b>  dated as of  September  24, 2001 (as amended,  modified or  supplemented  from time to time,  the <b>"Loan
Agreement"</b>),  by and among <b>LASALLE  BUSINESS  CREDIT,  INC.,</b> a Delaware  corporation  (<b>"LaSalle"</b>),  and  <b>PROTECTIVE
APPAREL  CORPORATION  OF  AMERICA</b>,  a New York  corporation  (<b>"PACA"</b>),  <b>POINT BLANK BODY  ARMOR,  INC.</b>,  a Delaware
corporation (<b>"Point Blank"</b>),  and <b>NDL PRODUCTS,  INC.</b>, a Florida corporation (<b>"NDL"</b>, and with PACA and Point Blank,
collectively,  the <b>"Borrowers"</b> and each, a <b>"Borrower"</b>),  and <b>DHB INDUSTRIES,  INC.</b>, a Delaware  corporation  (f/k/a
DHB Capital Group,  Inc., the "Parent").  Terms which are  capitalized in this Amendment and not otherwise  defined
shall have the meanings ascribed to such terms in the Loan Agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <b>WHEREAS</b>,  the  Borrowers  and Parent have  requested  that  LaSalle  consent to an increase in the Maximum
Revolving  Loan  Limit and to the  modification  of  certain  other  terms  and  provisions  contained  in the Loan
Agreement; and</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       <b>WHEREAS</b>,  the Borrowers and Parent have requested that LaSalle consent to the payment and  satisfaction in
full of the remaining  outstanding  principal balance of the Shareholder Debt and all accrued interest thereon, and
to the redemption or repurchase by the Parent of certain preferred stock; and</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        <b>WHEREAS</b>,  LaSalle has  consented to such  requests,  on the terms and subject to the  satisfaction  of the
conditions contained in this Amendment;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         <b>NOW,  THEREFORE</b>,  in consideration of the foregoing,  and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b><u>Section One</u>.&nbsp;&nbsp;&nbsp;<u>Amendments</u></b>.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Effective  upon the  satisfaction  of the  conditions  set forth in <u>Section
Three</u> hereof, the Loan Agreement shall be and is hereby amended as follows:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>(a)&nbsp;&nbsp;&nbsp;<u>Section  1</u>.
&nbsp;&nbsp;&nbsp;<u>Definitions</u>.</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <u>Section 1</u>
 of the Loan  Agreement  is  amended  by  deleting  the  defined  term
"Payment  Condition" and the definition  thereof,  and by adding the new defined terms and definitions of "Adjusted
Excess Cash Flow," "First  Amendment",  "First Amendment Equity Infusion",  "2002 Payment  Conditions",  "Post-2002
Payment Conditions" and "Preferred Stock", all in the appropriate alphabetical order:</P>

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<TR>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=80%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>"Adjusted  Excess  Cash Flow"</B>  shall mean for the period of the last two fiscal
                  quarters of the Fiscal Year ending  December 31, 2002,  EBITDA for such period,
                  minus  taxes of Parent and its  Subsidiaries  paid  during  such period and any
                  distributions  made to Parent's  shareholders  during such period in respect of
                  taxes for such  period,  minus  non-PIK  interest  payable  during such period,
                  minus actual  principal  payments  made with  respect to long-term  debt during
                  such period,  minus all unfinanced Capital Expenditures during such period on a
                  consolidated  basis,  without taking into  consideration any insurance proceeds
                  received by Parent or any Borrower in payment of damages  incurred by Parent or
                  such Borrower as result of Hurricane Irene in October 1999.</TD>
<TD>&nbsp;</TD></TR>

<TR>
<TD COLSPAN=3>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>"First  Amendment"</B> shall mean the First Amendment to this Agreement,  dated as
                  of June 28, 2002."</TD>
<TD>&nbsp;</TD></TR>

<TR>
<TD COLSPAN=3>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>"First Amendment Equity Infusion"</B> shall have the meaning  specified in Section
                  13(m) hereof."</TD>
<TD>&nbsp;</TD></TR>

<TR>
<TD COLSPAN=3>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>"Post 2002 Payment  Conditions"</B>  shall have the meaning  specified in Section
                  13(e)(ii)(b) hereof."</TD>
<TD>&nbsp;</TD></TR>

<TR>
<TD COLSPAN=3>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>"Preferred Stock"</B> shall have the meaning specified in Section 13(r)
hereof."</TD>
<TD>&nbsp;</TD></TR>

<TR>
<TD COLSPAN=3>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>"2002  Payment  Conditions"</B>  shall  have the  meaning  specified  in  Section
                  13(e)(ii)(a) hereof."</TD></TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;&nbsp;&nbsp;<U>Section  2(a)</U>.
&nbsp;&nbsp;&nbsp; Revolving  Loans</B>.&nbsp;&nbsp;&nbsp;  <U>Section 2(a)</U>
 of the Loan  Agreement  is amended by (1) deleting  clause
(ii) thereof in its entirety and substituting in lieu thereof the following new clause (ii):</P>

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<TR>
<TD>&nbsp;</TD>
<TD>  "(ii)&nbsp;&nbsp;&nbsp;    Up to the least of the  following  amounts:  (I) Thirteen  Million and
                  No/100  Dollars  ($13,000,000),  (II) an  amount  equal to the sum of (x) up to
                  fifty-five  percent  (55%) of the  lower of cost or  market  value of  Eligible
                  Inventory consisting of raw materials,  plus (y) the lesser of Two Million Five
                  Hundred Thousand and No/100 Dollars  ($2,500,000) and up to fifty-five  percent
                  (55%) of the lower of cost or market value of Eligible Inventory  consisting of
                  finished  goods,  plus (z) the lesser of Two Million Five Hundred  Thousand and
                  No/100 Dollars  ($2,500,000)  and up to twenty-five  percent (25%) of the lower
                  of cost or market value of Eligible  Inventory  consisting of  work-in-process;
                  and  (III)  an  amount  equal to up to  eighty  percent  (80%)  of the  orderly
                  liquidation   value  of  Eligible   Inventory   consisting  of  raw  materials,
                  work-in-process  and finished  goods,  where cost shall be determined  based on
                  the   first-in-first-out   method,  and  orderly  liquidation  value  shall  be
                  determined  based on the then most recent  appraisal  of inventory of Borrowers
                  performed by The Buxbaum  Group (or other  appraisal  company  satisfactory  to
                  Lender);  provided, that, after applying the applicable advance rates set forth
                  above in this clause (ii),  in no event shall Lender make any  Revolving  Loans
                  against the value of Eligible  Inventory  located at premises which are neither
                  owned nor leased by the applicable  Borrower in an amount to exceed One Hundred
                  Twenty-Five Thousand and No/100 Dollars ($125,000) at any one
time; plus"</TD>
<TD>&nbsp;</TD></TR></TABLE>

<P> and by (2) deleting clause (y) of the proviso found immediately after clause (iv) therein in its entirety and
substituting in lieu thereof the following new clause (y):</P>

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<TR>
<TD>&nbsp;</TD>
<TD>"(y)&nbsp;&nbsp;&nbsp; the  Revolving  Loan Limit with  respect  to  Revolving  Loans made to all
                  Borrowers,  at any one time outstanding,  shall in no event exceed  Twenty-Five
                  Million  and  No/100  Dollars   ($25,000,000)   (the  <B>"Maximum  Revolving  Loan
                  Limit"</B>)."</TD>
<TD>&nbsp;</TD></TR></TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;&nbsp;&nbsp;<U>Section 4(c)</U>.&nbsp;&nbsp;&nbsp;
<U>   Fees and Charges</U></B>.&nbsp;&nbsp;&nbsp;  <U>Section  4(c)</U>  is  amended  by  deleting  clause  (ii)  thereof  in its
entirety and substituting in lieu thereof the following:</P>

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<TR>
<TD>&nbsp;</TD>
<TD>"(ii)&nbsp;&nbsp;&nbsp;<U>Unused Line Fee</U>.  The  Borrowers  jointly and  severally  agree to pay
                  to Lender an unused line fee of  one-quarter  of one percent per annum  (0.25%)
                  of the difference  each month between (i) the Maximum  Revolving Loan Limit and
                  (ii) the average  daily balance of the Revolving  Loans,  plus the  outstanding
                  Letter of Credit Obligations,  in each case for such month; provided, that such
                  fee shall be  three-eighths  of one percent per annum (0.375%) for any month in
                  which  such   difference   is  less  than  Four  Million  and  No/100   Dollars
                  ($4,000,000).  Said fee shall be fully earned by Lender and payable  monthly in
                  arrears on the first  Business  Day of each month for the previous  month,  and
                  shall be calculated on the basis of a 360 day year."</TD>
<TD>&nbsp;</TD></TR></TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;&nbsp;&nbsp;<U> Section 12(k)</U>.&nbsp;&nbsp;&nbsp;
<U>Shareholder Debt</U>.</B>&nbsp;&nbsp;&nbsp;<U>Section  12(k)</U> is amended by deleting it in its  entirety and
substituting in lieu thereof the following:</P>

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<TD WIDTH=80%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>"(k)&nbsp;&nbsp;&nbsp;     Shareholder Debt.</B><BR><BR>

                  After  giving  effect  (i) on or  about  the  date  of  this  Agreement  to the
                  repayment  of Six Million and No/100  Dollars  ($6,000,000)  of  principal  and
                  accrued  interest on the  Shareholder  Debt,  there shall be outstanding at all
                  times  (except  to the  extent  paid  out of the  proceeds  of  life  insurance
                  policies  (other  than  the  Life  Insurance  Policy)  on the  life of David H.
                  Brooks) at least Ten  Million and No/100  Dollars  ($10,000,000)  of  principal
                  (when  aggregated  with  any  accrued  and  unpaid  interest  thereon)  of  the
                  Shareholder  Debt,  and,  (ii) on and  after  the  effective  date of the First
                  Amendment,  the outstanding  principal  amount of the  Shareholder  Debt may be
                  repaid  and  thereby  reduced  solely  in  accordance  with  the  terms of this
                  Agreement."</TD>
<TD>&nbsp;</TD></TR></TABLE>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;&nbsp;&nbsp;<U>Section 13(e)</U>.&nbsp;&nbsp;&nbsp;
<U>Dividends and Distributions</U>.</B>&nbsp;&nbsp;&nbsp;<U>Section  13(e)</U>  is  amended  by  deleting  it in  its
entirety and substituting in lieu thereof the following:</P>

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<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=80%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>"(e)&nbsp;&nbsp;&nbsp;     Dividends and Distributions.</B><BR><BR>

                  No Borrower  shall declare or pay any dividend or other  distribution  (whether
                  in cash or in kind) on any class of its stock  (if it is a  corporation)  or on
                  account  of any equity  interest  in itself  (if it is a  partnership,  limited
                  liability  company or other  type of  entity),  except to the extent  permitted
                  under <U>subsections  13(f),  (l), (m) or (r)</U> hereof,  and solely for the purposes
                  described therein;  <U>provided</U>,  <U>however</U>, that, in addition to the foregoing, (i)
                  the  Borrowers  may, on or about the date of this  Agreement,  pay dividends to
                  Parent  for the  purpose of (A) the  repayment  by Parent of  principal  of the
                  Shareholder  Debt, which dividends,  when aggregated with any loans made by the
                  Borrowers to Parent on or about the date of this Agreement pursuant to <U>Section
                  13(f)</U> hereof for the purpose of repayment  by Parent of the  Shareholder  Debt,
                  shall not exceed Six  Million  and No/100  ($6,000,000)  and (B) the payment of
                  accrued  and  unpaid  interest  on the  Shareholder  Debt;  and  (ii)  (a)  the
                  Borrowers  may pay  dividends to Parent which in the aggregate do not exceed an
                  amount  equal to the lesser of (x) Three  Million  and No/100  Dollars  and (y)
                  fifty percent (50%) of Adjusted  Excess Cash Flow,  <U>minus</U> any amounts loaned to
                  Parent  pursuant to <U>Section  13(f)(ii)(a)</U>  and <U>minus</U> the  proceeds of the First
                  Amendment  Equity Infusion,  if any,  utilized to repay the Shareholder Debt in
                  accordance with <U>Section 13(m)</U>; <U>provided</U>, <U>further</U> that the following conditions
                  (the <B>"2002 Payment  Conditions"</B>)  shall have been, or shall be, met at the time
                  of such proposed  payment pursuant to clause (ii)(a) above: (A) the proceeds of
                  any such  proposed  payment  made to  Parent  shall  only be used to repay  the
                  outstanding  principal  of and accrued and unpaid  interest on the  Shareholder
                  Debt;  (B) no Default or Event of Default shall have occurred and be continuing
                  on the date of, and immediately  after giving effect to, such proposed payment;
                  (C) Adjusted  Availability on the date of the proposed payment, and immediately
                  after giving  effect  thereto,  shall be not less than One Million Five Hundred
                  Thousand and No/100 Dollars  ($1,500,000) and (D) such payment shall be made no
                  later than the fifth day after receipt by Lender of Parent's audited  financial
                  statements  for the Fiscal Year ending  December  31,  2002,  so long as Lender
                  shall have received such financial  statements within the time period specified
                  in  <U>Section  9(c)(ii)</U>;  and (b) with  respect  to the  Fiscal  Year  ending  on
                  December  31, 2003 and each  Fiscal  Year  thereafter,  the  Borrowers  may pay
                  dividends  to Parent  which in the  aggregate  do not exceed an amount equal to
                  twenty-five  percent (25%) of Excess Cash Flow for each such
Fiscal Year, <U>minus</U>
                  any  amounts  loaned  to  Parent  pursuant  to  <U>Section   13(f)(ii)(b)</U>  hereof;
                  <U>provided</U>,  <U>further</U>  that the  following  conditions  (the  <B>"Post  2002  Payment
                  Conditions"</B>)  shall  have been,  or shall be, met at the time of such  proposed
                  payment  pursuant to clause (ii) above:  (A) the proceeds of any such  proposed
                  payment  made  to  Parent  shall  only be used  to (i)  repay  the  outstanding
                  principal  and accrued  and unpaid  interest  on the  Shareholder  Debt or (ii)
                  repurchase  or redeem  shares of the common stock of Parent;  (B) no Default or
                  Event of Default  shall have  occurred  and be  continuing  on the date of, and
                  immediately  after  giving  effect to,  such  proposed  payment;  (C)  Adjusted
                  Availability on the date of the proposed payment,  and immediately after giving
                  effect  thereto,  shall be not less  than  Three  Million  and  No/100  Dollars
                  ($3,000,000)  and (D) Lender shall have received the annual  audited  financial
                  statements  for the most  recently  ended  Fiscal  Year and (E) such  financial
                  statements  shall  indicate that Net Income for such Fiscal Year shall not have
                  been less than Three Million and No/100 Dollars
($3,000,000)."</TD>
<TD>&nbsp;</TD></TR></TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp;&nbsp;&nbsp;<U> Section 13(f)</U>.&nbsp;&nbsp;&nbsp;
<U>   Investments; Loans</U>.</B>&nbsp;&nbsp;&nbsp;<U>Section  13(f)</U> is amended by deleting it in its  entirety  and
substituting in lieu thereof the following:</P>

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<TR>
<TD>&nbsp;</TD>
<TD><B>"(f)&nbsp;&nbsp;&nbsp; Investments; Loans.</B><BR><BR>

                  No Borrower  shall  purchase or otherwise  acquire,  or contract to purchase or
                  otherwise  acquire,  the obligations or stock of any Person,  other than direct
                  obligations  of the  United  States;  provided,  that  the  Borrowers  may make
                  investments  in joint  ventures  in one or more  transactions  in an  aggregate
                  amount not to exceed Five Hundred  Thousand and No/100  Dollars  ($500,000)  in
                  any one Fiscal Year (each a <B>"Permitted JV Investment"</B>,  and  collectively,  the
                  <B>"Permitted JV  Investments"</B>);  <U>provided</U>,  <U>however</U>,  that the maximum  liability
                  which  the  Borrowers  can  incur  in  connection  with  any one  Permitted  JV
                  Investment  shall be limited  to the amount  invested  therein;  and  <U>provided</U>,
                  further,  that  such  Permitted  JV  Investments,   when  aggregated  with  the
                  Permitted  Acquisitions  made in any one Fiscal Year  pursuant
to <U>Section 13(d)</U> hereof,  shall not exceed  Seven  Hundred  Fifty  Thousand  and No/100  Dollars
                  ($750,000)  in any one Fiscal Year;  nor shall any  Borrower  lend or otherwise
                  advance funds to any Person,  except to the extent  permitted  under  <U>Sections
                  13(e), (l) or (m)</U> hereof, and solely for the purposes  described  therein,  and
                  except for advances  made to  employees,  officers and directors for travel and
                  other expenses arising in the ordinary course of business;  <U>provided</U>,  <U>however</U>,
                  that,  in addition to the  foregoing,  (i) the  Borrowers  may, on or about the
                  date of this  Agreement,  make  loans  to  Parent  for the  purpose  of (A) the
                  repayment by Parent of principal of the  Shareholder  Debt,  which loans,  when
                  aggregated  with any dividends  paid by the Borrowers to Parent on or about the
                  date of this  Agreement  pursuant  to <U>Section  13(e)</U>  hereof for the purpose of
                  repayment by Parent of principal of the Shareholder  Debt, shall not exceed Six
                  Million  and No/100  Dollars  ($6,000,000)  and (B) the  payment of accrued and
                  unpaid  interest on the  Shareholder  Debt; and (ii) (a) the Borrowers may make
                  loans to Parent  which in the  aggregate  do not exceed an amount  equal to the
                  lesser of (x) Three  Million and No/100  Dollars and (y) fifty percent (50%) of
                  Adjusted  Excess Cash Flow,  <U>minus</U> any amounts  paid to Parent in the form of a
                  dividend  pursuant to <U>Section  13(e)(ii)(a)</U> and <U>minus</U> the proceeds of the First
                  Amendment  Equity Infusion,  if any,  utilized to repay the Shareholder Debt in
                  accordance  with  <U>Section  13(m)</U>;  <U>provided</U>,  further  that  the  2002  Payment
                  Conditions  shall  have  been,  or shall be,  met at the time of such  proposed
                  loan;  and (b) with  respect to the Fiscal Year ending on December 31, 2003 and
                  each Fiscal Year  thereafter,  the  Borrowers may make loans to Parent which in
                  the  aggregate do not exceed an amount equal to  twenty-five  percent  (25%) of
                  Excess Cash Flow for such Fiscal Year,  <U>minus</U> any amounts paid to Parent in the
                  form of a dividend pursuant to <U>Section 13(e)(ii)(b)</U>
hereof;  <U>provided</U>,  <U>further</U>
                  that the Post 2002 Payment  Conditions shall have been, or shall be, met at the
                  time of such proposed loan pursuant to clause (ii)
above."</TD>
<TD>&nbsp;</TD></TR></TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(g)&nbsp;&nbsp;&nbsp;<U>Section 13(m)</U>.&nbsp;&nbsp;&nbsp;
<U>Shareholder Debt</U>.</B>&nbsp;&nbsp;&nbsp;<U>Section  13(m)</U> is amended by deleting it in its  entirety  and
substituting in lieu thereof the following:</P>

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<TR>
<TD>&nbsp;</TD>
<TD><B>"(m)&nbsp;&nbsp;&nbsp;     Shareholder Debt.</B><BR><BR>

                  In addition to the amounts  which are permitted to be paid as a dividend by the
                  Borrowers to Parent pursuant to <U>subsections  13(e)</U> and <U>(l)</U> hereof, or loaned by
                  Borrowers to Parent  pursuant to <U>subsections  13(f)</U> and <U>(l)</U> hereof,  so long as
                  no Event of Default shall have occurred and be continuing,  or shall occur as a
                  result of such  dividend  payment or loan,  the Borrowers may pay dividends and
                  make loans to Parent;  <U>provided</U> that the proceeds thereof are used concurrently
                  by Parent solely to fund scheduled  payments of interest on and/or  payments of
                  accrued  interest on and/or payments of principal of the Shareholder  Debt; and
                  <U>provided</U> <U>further</U> that Parent will not,  without the prior  written  consent of
                  Lender,  (i) modify or amend any material term or provision of the documents or
                  instruments  evidencing  the  Shareholder  Debt or the  agreements  pursuant to
                  which the  Shareholder  Debt is governed,  except in  accordance  with <U>Section
                  13(q)</U>  hereof,  or (ii)  make any  payment  or  prepayment  of  interest  on or
                  principal of the Shareholder  Debt,  except for such scheduled  installments of
                  interest  thereon  and  principal  thereof as are in effect on the date of this
                  Agreement,  accrued interest thereon and those prepayments of principal thereof
                  allowed pursuant to <U>Sections 13(e) and (f)</U> hereof;  <U>provided</U><U> further</U>,
                  that the Parent  shall be permitted  (i) to repay up to  $4,000,000  and No/100  Dollars
                  ($4,000,000)  of the  principal  of the  Shareholder  Debt with the proceeds of
                  Revolving  Loans which are borrowed no earlier than the  effective  date of the
                  First  Amendment  and no later than the fifth day after the  effective  date of
                  the First  Amendment,  so long as (A) no Default or Event of Default shall have
                  occurred and be continuing on the date of, and immediately  after giving effect
                  to,  such  repayment  and  (B)  Adjusted  Availability  on  the  date  of  such
                  repayment, and immediately after giving effect to such repayment,  shall be not
                  less than One Million Five Hundred  Thousand and No/100  Dollars  ($1,500,000);
                  <U>provided</U>,  <U>further</U>,  that the Parent may repay the outstanding principal of and
                  accrued and unpaid interest on the Shareholder  Debt in an amount not to exceed
                  Three Million and No/100  Dollars  ($3,000,000)  using (i) proceeds from either
                  the  issuance of common stock of the Parent or the exercise of warrants for the
                  purchase of such common  stock,  which  proceeds  are  received by Parent on or
                  after the effective date of the First  Amendment (the <B>"First  Amendment  Equity
                  Infusion"</B>)  and/or  (ii)  any  amounts  paid to  Parent  for  such  purpose  in
                  accordance  with  <U>Sections  13(e)(ii)(a)</U>  or  <U>13(f)(ii)(a)</U>,  so  long as (A) no
                  Default or Event of Default  shall have  occurred and be continuing on the date
                  of, and immediately  after giving effect to, any such  repayment,  (B) Adjusted
                  Availability  on the date of any such repayment,  and immediately  after giving
                  effect  thereto,  shall be not less than One Million Five Hundred  Thousand and
                  No/100 Dollars  ($1,500,000),  (C) any such repayment  shall be made no earlier
                  than the effective date of the First  Amendment and no later than the tenth day
                  after  receipt  by Lender of  Parent's  audited  financial  statements  for the
                  Fiscal Year ending  December  31, 2002,  so long as Lender shall have  received
                  such financial  statements  within the time period  specified in <U>Section 9 (c)
                  (ii)</U>."</TD>
<TD>&nbsp;</TD></TR></TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(h)&nbsp;&nbsp;&nbsp;<U>Section 13(r)</U>.&nbsp;&nbsp;&nbsp;
<U>Preferred Stock</U>.</B>&nbsp;&nbsp;&nbsp; The  following  new  <U>Section  13(r)</U> is  hereby  added to the  Agreement
immediately following <U>Section 13(q)</U>:</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=80%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>"(r)&nbsp;&nbsp;&nbsp;     Preferred Stock.</B><BR><BR>

                  As used herein, the term "Preferred Stock" shall mean the $3,000,000  aggregate
                  principal amount of preferred stock of the Parent,  having a par value of $.001
                  per share,  500,000  shares of which were issued by the Parent to David  Brooks
                  in January  2002.  The Parent  shall be permitted to repay or redeem any or all
                  of the shares of the  Preferred  Stock  solely  with the  proceeds of the First
                  Amendment  Equity  Infusion at any time and from time to time on any date which
                  is (i) on or after the effective date of the First  Amendment and (ii) prior to
                  January  1,  2003;  <U>provided</U>  (A) no  Default  or Event of  Default  shall have
                  occurred and be continuing on the date of, and immediately  after giving effect
                  to, such repayment or redemption and (B) Adjusted  Availability  on the date of
                  such  repayment or redemption,  and  immediately  after giving effect  thereto,
                  shall be not less than One Million  Five Hundred  Thousand  and No/100  Dollars
                  ($1,500,000)."</TD>
<TD>&nbsp;</TD></TR></TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section Two.</U>&nbsp;&nbsp;&nbsp;<U>Consent and Waiver.</U></B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Notwithstanding  anything to the  contrary  contained  in the  Subordination  Agreement  by and between
LaSalle and David H. Brooks,  dated as of September 24, 2001, any and all payments and  prepayments of principal of
the  Shareholder  Debt that the Parent is  permitted  to make  pursuant  to, and in  accordance  with the terms and
subject to the  conditions  contained in,  <U>Sections  13(e)</U>,  <U>(f)</U> and <U>(m)</U> of the Loan  Agreement,  as amended by the
First Amendment, may be retained by David H. Brooks.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;           LaSalle hereby  acknowledges  and consents to the issuance by Parent of the Preferred  Stock, and the
conversion  during January 2002 of Shareholder  Debt in the aggregate  principal amount of $3,000,000 to $3,000,000
of  Preferred  Stock,   effectively  reducing  the  outstanding   principal  amount  of  the  Shareholder  Debt  to
approximately  $7,000,000.  Effective as of the date hereof, upon the satisfaction of the conditions  precedent set
forth in <U>Section Three</U> hereof,  LaSalle  hereby waives the Event of Default (i) under  <U>Sections  12(k)</U> and <U>13(m)</U> of
the Loan Agreement  caused by such conversion of the  Shareholder  Debt during January 2002 and (ii) under <U>Section
12(l)</U> of the Loan  Agreement,  as the  Parent is not in good  standing  in the  State of New York (the  <B>"Designated
Defaults"</B>);  <U>provided</U>,  <U>however</U>, that nothing contained herein shall be deemed to be a waiver of any other Event of
Default,  whether or not the Lender has any knowledge thereof,  nor shall anything contained herein be deemed to be
a waiver of any future Event of Default whatsoever.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section Three</U>.&nbsp;&nbsp;&nbsp;<U>Conditions  Precedent</U>.</B>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  This  Amendment  shall  become  effective  on the date when all of the
following  conditions,  the  satisfaction of each of which is a condition  precedent to the  effectiveness  of this
Amendment, shall have occurred or shall have been waived in writing by LaSalle.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      LaSalle  shall have  received and reviewed  each of the  following,  which shall be in form and  substance
reasonably satisfactory to it:</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=85%>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD>&nbsp;</TD>
<TD> (i)</TD>
<TD>&nbsp;</TD>
<TD>      this Amendment, duly executed by each Borrower and Parent, and by
David H. Brooks;</TD></TR>

<TR>
<TD COLSPAN=4>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD>&nbsp;</TD>
<TD>(ii)</TD>
<TD>&nbsp;</TD>
<TD>     an Amended and  Restated  Revolving  Note,  in the form of Exhibit A hereto,  in the  principal  amount of
                  $25,000,000, duly executed by each Borrower;</TD></TR>

<TR>
<TD COLSPAN=4>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD>&nbsp;</TD>
<TD>(iii)</TD>
<TD>&nbsp;</TD>
<TD>    an  opinion  of  counsel  to  the  Borrowers  and  Parent  regarding  each  Borrower's  and  Parent's  due
                  incorporation,   valid  existence,  good  standing  and  power  and  authority  to  execute  this
                  Amendment,  the due authorization,  execution and delivery of this Amendment by each Borrower and
                  Parent,  the  enforceability of this Amendment  against each Borrower and Parent,  and such other
                  matters as LaSalle and its counsel may reasonably
require;</TD></TR>

<TR>
<TD COLSPAN=4>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD>&nbsp;</TD>
<TD>(iv)</TD>
<TD>&nbsp;</TD>
<TD>     a Certificate  of the Secretary or Assistant  Secretary of each Borrower and of Parent (A) relating to the
                  adoption of  resolutions  by each such  Borrower's  and  Parent's  respective  Board of Directors
                  approving this  Amendment and the other  documents  executed or delivered in connection  herewith
                  by such party,  (B)  certifying  that no  amendments  have been made to each such  Borrower's  or
                  Parent's  Certificate of  Incorporation,  as amended,  other than the Certificate of Designations
                  and Preferences  executed on December 14, 2001, and each such Borrower's or Parent's by-laws,  as
                  amended,  since  September  24, 2001,  and (C) further  certifying  the names and  incumbency  of
                  officers of each such  Borrower and of Parent  authorized  to sign this  Amendment  and all other
                  documents  executed  or  delivered  in  connection  herewith,  and  the  names  and  validity  of
                  signatures of such officers.</TD></TR>
</TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      LaSalle shall have  received  payment,  in cash,  of an amendment fee in the amount of $30,000,  which fee
shall be non-refundable  and deemed fully earned when paid, and the Borrowers  authorize LaSalle to charge any loan
account of the Borrowers for such fee.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      All   representations  and  warranties  set  forth  in  the  Loan  Agreement  (except  for  such  inducing
representations  and  warranties  that were only  required to be true and correct as of a prior date) shall be true
and correct in all material  respects on and as of the  effective  date hereof,  and no Default or Event of Default
shall have occurred and be continuing, other than the Designated Defaults.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      No event or development  shall have occurred  since  December 31, 2001 which event or development  has had
or is reasonably likely to have a Material Adverse Effect.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      LaSalle  shall have  received a  certificate  from each  Borrower and Parent,  executed by the chairman of
each such party, as to the truth and accuracy of paragraphs (c) and (d) of this Section Three.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)</B>      LaSalle shall have received evidence,  reasonably  satisfactory to it, of the receipt by the Parent, prior
to the date of this  Amendment,  of  $4,700,000 in cash as a result of the exercise of certain  warrants  issued by
the Parent.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(g)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;           The aggregate  outstanding  principal amount of the Term Loan shall have been repaid in full with the
proceeds of borrowings of Revolving Loans.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(h)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      All  corporate  and  legal  proceedings  and all  documents  and  instruments  executed  or  delivered  in
connection  with this  Amendment  shall be  satisfactory  in form and  substance  to LaSalle and its  counsel,  and
LaSalle and its counsel shall have  received all  information  and copies of all documents  which it or its counsel
may have reasonably requested in connection herewith and the matters contemplated hereunder,  such documents,  when
requested by them, to be certified by appropriate corporate authorities.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      There shall be no action,  suit or proceeding  pending or to any Borrower's or Parent's  knowledge overtly
threatened  against any  Borrower or Parent  before any court  (including  any  bankruptcy  court),  arbitrator  or
governmental or  administrative  body or agency which  challenges or relates to the  consummation of this Amendment
or the other transactions contemplated herein.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(j)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      LaSalle  shall have  received  such further  agreements,  consents,  instruments  and  documents as may be
necessary or proper in the  reasonable  opinion of LaSalle and its counsel to carry out the provisions and purposes
of this Amendment.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section Four</U>.&nbsp;&nbsp;&nbsp;
<U>Representations  and  Warranties</U>.</B>&nbsp;&nbsp;&nbsp;   Each  Borrower  and  Parent  each  hereby  represents  and
warrants (which representations and warranties shall survive the execution and delivery hereof) to LaSalle that:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Each Borrower and Parent has the corporate or other power,  authority and legal right to execute,  deliver
and perform this Amendment and the other instruments,  agreements,  documents and transactions  contemplated hereby
to which it is a party,  and has taken all actions  necessary to authorize the execution,  delivery and performance
of this  Amendment and the other  instruments,  agreements,  documents to which it is a party and the  transactions
contemplated hereby and thereby;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      No consent of any Person  (including,  without  limitation,  stockholders  or creditors of any Borrower or
Parent,  as the case may be) other than LaSalle,  and no consent,  permit,  approval or authorization of, exemption
by, notice or report to, or registration,  filing or declaration  with, any  governmental  authority is required in
connection  with the  execution,  delivery  and  performance  by each  Borrower  and  Parent,  or the  validity  or
enforceability  against such  parties,  of this  Amendment  and the other  instruments,  agreements,  documents and
transactions contemplated hereby to which they are a party;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      This  Amendment  has been duly  executed  and  delivered  on behalf of each  Borrower  and Parent by their
respective duly authorized  officers,  and constitutes the legal, valid and binding obligation of such Borrower and
Parent,  enforceable in accordance with its terms,  except to the extent that such enforceability may be limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting the rights of creditors
generally or equitable remedies (whether arising in a proceeding at law or in equity);</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      No Borrower or Parent is in material default under any indenture,  mortgage,  deed of trust,  agreement or
other  instrument  to which it is a party or by which it may be bound.  Neither the  execution and delivery of each
of this  Amendment,  nor the  consummation  of the  transactions  herein  contemplated,  nor  compliance  with  the
provisions  hereof will (i) violate any law or  regulation,  or (ii)result in or cause a violation by any Borrower
or Parent of any order or decree of any court or government  instrumentality,  or (iii)conflict with, or result in
the breach of, or constitute a default under, any indenture,  mortgage,  deed of trust, material agreement or other
material  instrument  to which  each such  Borrower  or Parent is a party or by which any of them may be bound,  or
(iv)result  in the creation or imposition of any lien,  charge,  or  encumbrance  upon any of the property of each
such Borrower or Parent,  except in favor of LaSalle,  to secure the  Liabilities,  or (v) violate any provision of
the Certificate of  Incorporation,  By-Laws or any capital stock or similar equity instrument of each such Borrower
or Parent;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      After  giving  effect to this  Amendment,  no  Default  or Event of Default  shall  have  occurred  and is
continuing;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Since the date of Parent's  consolidated and consolidating  financial statements for the Fiscal Year ended
December  31,  2001,  no change or event has  occurred  which has had or is  reasonably  likely to have a  Material
Adverse Effect;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(g)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Upon  execution of this  Amendment  and the  satisfaction  of the  conditions  set forth in Section  Three
hereof, each of Parent and each Borrower,  each in its capacity as Guarantor under the Loan Agreement,  agrees that
the term "Liabilities" shall include any and all Liabilities  arising under the Loan Agreement,  as amended by this
Amendment,  including but not limited to any and all  Revolving  Loans  resulting  from the increase in the Maximum
Revolving Loan Limit from $15,500,000 to $25,000,000 and all interest accruing on such Revolving Loans;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(h)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Parent  and its  Subsidiaries,  taken as a whole,  are,  and  after  giving  effect  to the  transactions
contemplated  by this  Amendment,  will  be,  solvent,  able to pay its  debts  as they  become  due,  has  capital
sufficient to carry on its business,  now owns property  having a value both at fair  valuation and at present fair
saleable  value  greater  than the amount  required  to pay its debts,  and will not be rendered  insolvent  by the
execution and delivery of this Amendment or any of the other  agreements  instruments  being executed in connection
herewith or by completion of the transactions contemplated hereunder or thereunder.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section Five</U>.&nbsp;&nbsp;&nbsp;
<U>Termination of Certain Commitment</U>.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Effective upon the satisfaction of the conditions set forth in Section Three hereof, LaSalle hereby
terminates its commitment to make Capital Expenditure Loans to any Borrower, and each of the Parent and the
Borrowers consents to such termination.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section Six</U>.&nbsp;&nbsp;&nbsp;<U> Covenant</U>.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Parent shall take all steps necessary to become  qualified to transact  business in the State of New York,
and shall be so qualified within sixty (60) days of the effective date of this Amendment.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Section Seven</U>.&nbsp;&nbsp;&nbsp;<U>General Provisions</U>.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as herein expressly amended,  the Loan Agreement and all other agreements,  documents,  instruments
and certificates executed in connection  therewith,  are ratified and confirmed in all respects and shall remain in
full force and effect in accordance with their respective terms.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      All  references in the Other  Agreements to the Loan  Agreement  shall mean the Loan  Agreement as amended
hereby and as hereafter  amended,  supplemented or modified from time to time. From and after the date hereof,  all
references in the Loan Agreement to "this Agreement,"  "hereof,"  "herein," or similar terms,  shall mean and refer
to the Loan Agreement as amended by this Amendment.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This  Amendment  may be executed by the parties  hereto  individually  or in  combination,  in one or more
counterparts, each of which shall be an original and all which shall constitute one and the same agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Amendment shall be governed and controlled by the internal laws of the State of New York.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Nothing  contained  in this  Amendment  shall be deemed to  constitute a waiver of any Default or Event of
Default (other than the Designated Defaults), whether or not LaSalle has knowledge thereof.</P>

<P ALIGN=CENTER><B>[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</B></P>




<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          IN WITNESS WHEREOF,  LaSalle,  each Borrower and Parent have caused this Amendment to be duly executed by
their respective officers thereunto duly authorized as of the day and year first above written.</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=45%>&nbsp;</TD>
<TD WIDTH=55%>&nbsp;</TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD><B>LASALLE BUSINESS CREDIT, INC.</B><BR><BR><BR>
By:&nbsp;___________________________________<BR>
Name:<BR>
Title:<BR><BR><BR><BR>

<B>PROTECTIVE APPAREL CORPORATION
OF AMERICA</B><BR><BR><BR>
By:&nbsp;____________________________________<BR>
Name:<BR>
Title:<BR><BR><BR><BR>

<B>POINT BLANK BODY ARMOR, INC.</B><BR><BR><BR>
By:&nbsp;____________________________________<BR>
Name:<BR>
Title:<BR><BR><BR><BR>

<B>NDL PRODUCTS, INC.</B><BR><BR><BR>
By:&nbsp;____________________________________<BR>
Name:<BR>
Title:<BR><BR><BR><BR>

<B>DHB INDUSTRIES INC.</B><BR><BR><BR>
By:&nbsp;____________________________________<BR>
Name:<BR>
Title:</TD>
</TR>

<TR>
<TD><B>ACKNOWLEDGED AND CONSENTED TO:</B><BR><BR>
<B>DAVID H. BROOKS</B><BR><BR>

________________________________________</TD>
<TD>&nbsp;</TD>
</TR>
</TABLE>

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