EXHIBIT 14


                              DHB INDUSTRIES, INC.


                       CODE OF BUSINESS CONDUCT AND ETHICS



INTRODUCTION

         DHB Industries,  Inc. and its subsidiaries (the "Company") is committed
to the  principle of honest and ethical  conduct in all aspects of its business.
With the adoption of the  Sarbanes-Oxley  Act of 2002,  and rules adopted by the
Securities  and  Exchange  Commission  (the  "Commission"),  all  publicly  held
companies have been encouraged to adopt and make available to the public written
codes of conduct and ethics.  The following Code of Business  Conduct and Ethics
(this  "Code") is  intended to be a  codification  of the  business  and ethical
principles which have been a part of the Company,  and is intended,  among other
things, to promote:

         o        honest and ethical conduct,  including the ethical handling of
                  actual or apparent  conflicts of interest between personal and
                  professional relationships;

         o        avoidance of conflicts of interest, including disclosure to an
                  appropriate  person or persons  identified in this Code of any
                  material  transaction or relationship that reasonably could be
                  expected to give rise to such a conflict;

         o        full, fair, accurate, timely, and understandable disclosure in
                  reports and documents  that the Company files with, or submits
                  to, the Commission and in other public  communications made by
                  the Company;

         o        compliance  with  applicable   governmental  laws,  rules  and
                  regulations;

         o        the  prompt  internal  reporting  of  Code  violations  to  an
                  appropriate person or persons identified in this Code; and

         o        accountability for adherence to this Code.

         This Code covers a wide range of business practices and procedures.  It
does not cover every issue that may arise,  but it sets out basic  principles to
guide  all  employees  of  the  Company.  All  Company  employees  must  conduct
themselves  accordingly  and  seek to  avoid  even the  appearance  of  improper
behavior. In appropriate circumstances, this Code should also be provided to and
followed by the Company's agents and representatives, including consultants.

         If a law conflicts with a policy in this Code, the employee must comply
with the law; however, if a local custom or policy conflicts with this Code, the
employee must comply with the Code. If an employee has any questions about these
conflicts,  the  employee  should  ask his or her  supervisor  how to handle the
situation.

         Any employee who violates the standards in this Code will be subject to
disciplinary action. IF AN EMPLOYEE IS IN A SITUATION THAT THE EMPLOYEE BELIEVES
MAY VIOLATE OR LEAD TO A VIOLATION OF THIS CODE, THE EMPLOYEE  SHOULD FOLLOW THE

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GUIDELINES DESCRIBED IN SECTION 14 OF THIS CODE.

1.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         Obeying the law,  both in letter and in spirit,  is the  foundation  on
which the Company's  ethical standards are built. All employees must respect and
obey the  laws of the  cities,  states,  and  countries  in  which  the  Company
operates.  Although not all  employees are expected to know the details of these
laws,  it is  important  to know  enough to  determine  when to seek advice from
supervisors, managers or other appropriate personnel.

         The  Company  holds   information  and  training  sessions  to  promote
compliance with laws, rules and regulations, including insider-trading laws.

         As noted,  the  Company is subject  to various  federal  and state laws
which govern various aspects of all businesses  generally.  A few examples,  not
intended to be all-inclusive,  are laws which regulate conduct in the workplace,
such as sexual harassment laws and laws which prohibit  discrimination  based on
age, sex, race, national origin or the like.

         As a publicly held company,  we are subject to  significant  regulation
under the federal securities laws. Again, an example is our obligation to timely
and  accurately  file  all  reports  that  we are  required  to  file  with  the
Commission, including the accurate filing of required financial information.

         Our  products  must meet  legal  and  industry-mandated  standards  and
specifications,  which are designed to promote the effectiveness of our products
for various  uses.  The  Company  expects  all of its  employees  to comply with
Company  practices and procedures,  which are intended to foster compliance with
legal and industry standards.

         Various of our  departments  have  applicable  policies and  procedures
through which our managers,  in conjunction with our senior  management,  assist
the Company as part of their  functions in complying  with  applicable  laws and
regulations.  We expect all of our  employees  to  cooperate in this respect and
observe the policies and  procedures  set out by managers  with respect to legal
compliance.  Where an  employee  reasonably  believes  that the  Company  is not
compliant with any law or  regulation,  we encourage our employees to bring that
matter up directly with the employee's  immediate  supervisor and, if the matter
is not ultimately resolved by either a reasonable explanation or action taken to
rectify  any  non-compliance,  we  encourage  the  employee  to bring the matter
directly to the attention of the Company's Chairman or the Company's President.

         With respect to financial matters in particular,  and not just confined
to those of our employees performing  accounting or internal auditing functions,
the Company's policy is that, if an employee believes that the Company has or is
about to engage in any  financial  irregularity  or  impropriety,  the matter be
brought to the  attention  of the Chairman of our Audit  Committee.  This may be
done  anonymously  and  without  fear of  reprisal  of any sort.  Any  complaint
directed to the Chairman of the Audit Committee may be sent by mail or e-mail as
follows: Jerry Krantz, Krantz Financial, 500 N. Broadway, Suite 251, Jericho, NY
11753 or jk2insure@aol.com

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2.       FINANCIAL INFORMATION AND DEALINGS WITH EXTERNAL AUDITORS

         The  honest  and  accurate   recording   and   reporting  of  financial
information is of critical importance to the Company. This is not only essential
in order for senior management to make informed  responsible business decisions,
but is also  essential  to the  Company's  ability  to file  accurate  financial
reports with the  Securities and Exchange  Commission;  to enable the Company to
comply with various laws  relating to the  maintenance  of books and records and
financial  reporting;  to enable the Chief Executive Officer and Chief Financial
Officer of the Company to make their necessary certifications in connection with
the periodic filing by the Company of financial  information;  and to inform the
stockholders  of the Company  and the  investing  public of  accurate  financial
information of the Company.

         No  employee  shall  falsify  the books and  records of the  Company or
otherwise  knowingly  circumvent  or fail to implement  the internal  accounting
controls of the Company as they now exist or as they may be  modified,  revised,
amended or supplemented.

         The  external  auditors  of the Company  play an  integral  role in the
financial  reporting process through their annual  examination and report on the
Company's  financial  statements  and their  review of  periodic  reports of the
Company.  Open and honest fair dealings with our external  auditors is therefore
essential. No employee of the Company,  whether an officer,  director or part of
the  Company's  accounting  department,  shall  make  any  false  or  misleading
statement to any external  auditor of the Company in connection with an audit or
examination  of the financial  statements of the Company or the  preparation  or
filing of any document or report.  Similarly,  no employee of the Company  shall
engage in any conduct to fraudulently influence,  coerce,  manipulate or mislead
any accountant engaged in the audit or review of any financial statements of the
Company.

3.       CONFLICTS OF INTEREST

         A "conflict of interest"  exists when an individual's  private interest
interferes  in any way - or even appears to conflict - with the interests of the
Company as a whole. A conflict situation can arise when an employee,  officer or
director  takes actions or has  interests  that may make it difficult to perform
his or her work on behalf of the Company in an objective and  effective  manner.
Conflicts of interest may also arise when an employee, officer or director, or a
member of his or her family,  receives improper personal benefits as a result of
his or her position in the Company.  Loans by the Company to, or  guarantees  by
the Company of obligations of,  employees and/or their family members may create
conflicts of interest.

         It is almost  always a conflict of interest  for a Company  employee to
work simultaneously for a competitor,  customer or supplier.  An employee is not
allowed to work for a  competitor  as a  consultant  or board  member.  The best
policy is to avoid any direct or indirect business connection with the Company's
customers, suppliers or competitors, except on the Company's behalf.

         Conflicts of interest  are  prohibited  as a matter of Company  policy,
except under guidelines approved by the Company's Board of Directors.  Conflicts
of interest may not always be clear-cut,  so if a question arises,  the employee
should  consult  with higher  levels of  management  or the  Company's  internal

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auditor or Chief  Financial  Officer.  Any  employee,  officer or  director  who
becomes  aware  of a  conflict  or  potential  conflict  should  bring it to the
attention of a supervisor,  manager or other appropriate  personnel,  or consult
the procedures described in Section 14 of this Code.

4.       INSIDER TRADING

         Employees who have access to confidential information are not permitted
to use or share that  information  for stock  trading  purposes or for any other
purpose except the conduct of the Company's business. All non-public information
about  the  Company  should  be  considered  confidential  information.  To  use
non-public  information  for personal  financial  benefit or to "tip" others who
might make an investment  decision on the basis of this  information is not only
unethical but also illegal.  If a question  arises,  the employee should consult
the Company's Chief Financial Officer.  The Company has separately  prepared and
distributed  an Insider  Trading Policy dated March 2003,  addressing  these and
other matters relating to securities trading by Company personnel.

5.       CORPORATE OPPORTUNITIES

         Employees,  officers  and  directors  are  prohibited  from  taking for
themselves  personally  opportunities  that are  discovered  through  the use of
corporate  property,  information or position,  except with the prior consent of
the  Company's  Board of  Directors.  No employee  may use  corporate  property,
information or position for improper  personal gain, and no employee may compete
with the Company directly or indirectly. Employees, officers and directors owe a
duty to the Company to advance its legitimate  interests when the opportunity to
do so arises.

6.       COMPETITION AND FAIR DEALING

         The Company seeks to outperform  competitors  fairly and honestly.  The
Company seeks competitive advantages through superior performance, never through
unethical  or illegal  business  practices.  Stealing  proprietary  information,
possessing  trade  secret  information  that was  obtained  without  the owner's
consent,  or inducing  such  disclosures  by past or present  employees of other
companies is prohibited.  Each employee, officer and director should endeavor to
respect the rights of and deal fairly with the Company's  customers,  suppliers,
competitors and employees.  No employee,  officer or director should take unfair
advantage  of anyone  through  manipulation,  concealment,  abuse of  privileged
information,  misrepresentation  of  material  facts,  or any other  intentional
unfair-dealing practice.

         To maintain the  Company's  valuable  reputation,  compliance  with the
Company's quality processes and safety requirements is essential. In the context
of ethics,  quality  requires  that the  Company's  products and  services  meet
reasonable customer  expectations.  All inspection and testing documents must be
handled in accordance with all applicable regulations.

         The purpose of business entertainment and gifts in a commercial setting
is to create  good  will and sound  working  relationships,  not to gain  unfair
advantage  with  customers.  No gift or  entertainment  should  ever be offered,
given,  provided  or  accepted  by any  Company  employee,  family  member of an
employee,  or agent  unless it (1) is not a cash gift,  (2) is  consistent  with
customary  business  practices,  (3) is not  excessive  in value,  (4) cannot be

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construed  as a  bribe  or  payoff,  and  (5)  does  not  violate  any  laws  or
regulations.  An employee should discuss with his or her supervisor any gifts or
proposed gifts that the employee is not certain are appropriate.

7.       DISCRIMINATION AND HARASSMENT

         The diversity of the  Company's  employees is a tremendous  asset.  The
Company is firmly  committed to providing  equal  opportunity  in all aspects of
employment and will not tolerate any illegal discrimination or harassment or any
kind.   Examples  include   derogatory   comments  based  on  racial  or  ethnic
characteristics and unwelcome sexual advances.

8.       HEALTH AND SAFETY

         The Company  strives to provide each employee with a safe and healthful
work environment.  Each employee has  responsibility  for maintaining a safe and
healthy  workplace  for all  employees by following  safety and health rules and
practices and reporting accidents, injuries, and unsafe equipment, practices, or
conditions.

         Violence and threatening  behavior are not permitted.  Employees should
report to work in condition to perform their duties,  free from the influence of
illegal drugs or alcohol.  The use of illegal drugs in the workplace will not be
tolerated.

9.       RECORD-KEEPING

         All of the Company's books, records,  accounts and financial statements
must  be  maintained  in  reasonable  detail,  must  appropriately  reflect  the
Company's  transactions,  and must conform both to applicable legal requirements
and to the Company's system of internal controls.  Unrecorded or "off the books"
funds or assets should not be maintained  unless  permitted by applicable law or
regulation.

         Business records and  communications  should always be retained and not
destroyed unless in accordance with to the Company's record retention  policies.
In accordance  with those  policies,  in the event of litigation or governmental
investigation, employees must consult with the Company's Chief Financial Officer
before taking any action because it is critical that any impropriety or possible
appearance of impropriety be avoided.

10.      CONFIDENTIALITY

         Employees,  officers and directors must maintain the confidentiality of
confidential  information  entrusted  to them by the  Company or its  customers,
except when  disclosure  is  authorized  by an executive  officer or required or
mandated by laws, regulations,  subpoenas or judicial/court orders. Confidential
information includes all non-public information that, if disclosed,  might be of
use to competitors or harmful to the Company or its customers.  It also includes
information that suppliers and customers have entrusted to us. The obligation to
preserve confidential information continues even after employment ends.

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11.      PROTECTION AND PROPER USE OF COMPANY ASSETS

         All employees,  officers and directors  should  endeavor to protect the
Company's  assets and ensure their efficient use. Theft,  carelessness and waste
have a direct impact on the Company's  profitability.  Any suspected incident of
fraud or theft should be immediately reported for investigation.  Company assets
should be used for  legitimate  business  purposes  and  should  not be used for
non-Company business, though incidental personal use may be permitted.

         The  obligation of employees to protect the Company's  assets  includes
its  proprietary  information.  Proprietary  information  includes  intellectual
property, such as trade secrets, patents,  trademarks and copyrights, as well as
business,  marketing and service plans,  engineering  and  manufacturing  ideas,
designs, databases,  records, salary information,  and any unpublished financial
data and reports.  Unauthorized  use or distribution of this  information  would
violate  Company  policy.  It could also be illegal  and result in civil or even
criminal penalties.

12.      MAKING OF IMPROPER PAYMENTS

         The laws of the  United  States,  as well as the  laws of many  foreign
countries,  prohibit a wide variety of payments,  gifts or other things of value
to be given to  officials  of foreign  governments  as an  inducement  to obtain
business from those  governments  or in those  countries.  All employees must be
mindful of these legal  restrictions,  and must avoid any conduct  that might be
considered to violate such laws and regulations.

13.      WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

         Any waiver of this Code for executive officers or directors may be made
only by the  Board  or a Board  committee  and  will be  promptly  disclosed  to
stockholders as required by law or stock exchange regulation.

14.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Employees  are  encouraged  to talk to  supervisors,  managers or other
appropriate  personnel  when in doubt  about  the best  course  of  action  in a
particular situation.  Employees should report any observed illegal or unethical
behavior and any perceived  violations of laws, rules,  regulations or this Code
to  appropriate  supervisors  or managerial  personnel.  It is the policy of the
Company not to allow  retaliation  for reports of  misconduct  by others made in
good faith by  employees.  Employees  are  expected  to  cooperate  in  internal
investigations of suspected misconduct.

15.      COMPLIANCE PROCEDURES

         We must  all  work to  ensure  prompt  and  consistent  action  against
violations  of this Code.  However,  in some  situations it is difficult to know
right from wrong. Since we cannot anticipate every situation that will arise, it
is important that we have a way to approach a new question or problem. These are
the steps to keep in mind:

         o        MAKE SURE YOU HAVE ALL THE FACTS.  In order to reach the right
                  solutions, we must be as fully informed as possible.

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         o        ASK YOURSELF:  WHAT  SPECIFICALLY AM I BEING ASKED TO DO? DOES
                  IT SEEM  UNETHICAL OR IMPROPER?  This will enable you to focus
                  on  the   specific   question  you  are  faced  with  and  the
                  alternatives  you have. Use your judgment and common sense; if
                  something seems unethical or improper, it probably is.

         o        CLARIFY  YOUR  RESPONSIBILITY  AND ROLE.  In most  situations,
                  there is shared responsibility.  Are your colleagues informed?
                  It may help to get others involved and discuss the problem.

         o        DISCUSS THE PROBLEM  WITH YOUR  SUPERVISOR.  This is the basic
                  guidance for all  situations.  In many cases,  your supervisor
                  will  be  more  knowledgeable  about  the  question  and  will
                  appreciate  being  brought into the  decision-making  process.
                  Remember that it is your  supervisor's  responsibility to help
                  solve problems.

         o        SEEK HELP FROM  COMPANY  RESOURCES.  In the rare case where it
                  may  not  be   appropriate  to  discuss  an  issue  with  your
                  supervisor,  or where you do not feel comfortable  approaching
                  your  supervisor  with your question,  discuss it locally with
                  your office manager or your Human Resources  manager.  If that
                  also is not appropriate, call Company headquarters to seek out
                  the  appropriate  person  to deal with  your  concern.  If you
                  prefer to write,  address your concern to the Company's  Chief
                  Executive Officer or Chief Financial Officer.

         o        YOU MAY REPORT  ETHICAL  VIOLATIONS IN CONFIDENCE  AND WITHOUT
                  FEAR OF  RETALIATION.  If your  situation  requires  that your
                  identity be kept secret, your anonymity will be protected. The
                  Company  does  not  permit  retaliation  of any  kind  against
                  employees for good faith reports of ethical violations.

         o        ALWAYS ASK FIRST,  ACT LATER:  If you are unsure of what to do
                  in any situation, seek guidance BEFORE YOU ACT.

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