EXHIBIT 10.16


                     SUBSCRIPTION AND STRUCTURING AGREEMENT


         AGREEMENT  (this  "Agreement"),  made as of the ____  day of  December,
2003, by and among POINT BLANK BODY ARMOR INC., a Delaware  corporation  ("Point
Blank"), HIGHTOWER CAPITAL MANAGEMENT, LLC, a Delaware limited liability company
("Hightower"), and DHB INDUSTRIES, INC., a Delaware corporation ("DHB");

                              W I T N E S S E T H:

         WHEREAS, Point Blank is currently a wholly-owned subsidiary of DHB; and

         WHEREAS,  Hightower  wishes to  participate,  as a consultant to and/or
representative  of Point Blank,  in the promotion and marketing of Point Blank's
products, primarily to new customers located in the Middle East; and

         WHEREAS,  Hightower  believes  that its ability to market Point Blank's
products will be enhanced if it is an owner of Point Blank; and

         WHEREAS,  in order to assist  Hightower  in its  efforts as  aforesaid,
Hightower  has  requested,  and DHB and Point Blank have agreed,  subject to the
terms and conditions of this Agreement, to permit Hightower to subscribe for and
purchase a certain amount of the shares of common stock(the "Common Stock"),  of
Point Blank (as more fully set forth herein); and

         WHEREAS,  Hightower  currently owns and holds  inventories of ballistic
plates and other goods usable in Point Blank's ordinary business;

         WHEREAS, DHB is currently the sole shareholder of NDL Products; and

         WHEREAS,  DHB and  Hightower  believe that it will be beneficial to the
future  business of Point  Blank to increase  the capital of Point Blank and for
Point Blank to directly control NDL Products;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants herein contained,  and for other good and valuable consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereby
agree as follows:

         1. SUBSCRIPTION. Subject to the terms and conditions of this Agreement,
Hightower  hereby  subscribes for and agrees to acquire such number of shares of
Common  Stock  of Point  Blank  (the  "Shares")  as have an  aggregate  value of
$1,650,000,  such number being  calculated  by dividing the  appraised  value of
Point Blank (as  determined in accordance  with  paragraph 3 below) by the 1,500
currently outstanding shares of Common Stock of Point Blank. The Shares shall at
all times be held by  Hightower  subject  to the terms  and  conditions  of this
Agreement.

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         2. PRICE CONSIDERATION.  The consideration payable by Hightower for the
Shares shall consist of first quality, good condition ballistic plates usable in
Point  Blank's  ordinary   business  and  having  an  aggregate  list  price  of
$1,650,000. Upon satisfaction of the conditions precedent set forth in paragraph
3 below,  Hightower  shall  transfer and deliver to Point Blank such quantity of
such first quality,  good condition ballistic plates, in payment for the Shares.
Upon  receipt of such  goods,  Point  Blank  shall  issue to  Hightower  a share
certificate representing the Shares.

         3. CONDITIONS PRECEDENT. Hightower's obligation to purchase and pay for
the Shares is subject to (a) Point Blank  filing a  certificate  of amendment to
its certificate of  incorporation,  increasing its authorized common shares to a
number  sufficient to permit the issuance of the Shares and the shares of Common
Stock issuable  pursuant to this paragraph 3 below,  (b) DHB contributing to the
capital of Point Blank a number of shares of common stock of NDL Products,  Inc.
("NDL")  having an aggregate  appraised  value equal to ten (10%) percent of the
appraised  value of Point  Blank,  in  consideration  of which Point Blank shall
issue to DHB a number  of  shares  of  common  stock of Point  Blank  having  an
equivalent  value  (calculated  in  accordance  with the  appraisal  hereinafter
described) to the  additional  capital  contribution  being made by DHB to Point
Blank;  PROVIDED,  HOWEVER,  that if the appraised value of NDL is less than ten
(10%) percent of the appraised value of Point Blank,  then this condition may be
satisfied by DHB's  contribution to the capital of Point Blank of (i) all of the
outstanding  shares of capital stock of NDL, and (ii) cash in an amount equal to
the amount by which the appraised value of NDL is less than ten (10%) percent of
the appraised value of Point Blank, in  consideration of which Point Blank shall
issue to DHB a number  of  shares  of  common  stock of Point  Blank  having  an
equivalent  value  (calculated  in  accordance  with the  appraisal  hereinafter
described) to the  additional  capital  contribution  being made by DHB to Point
Blank and (c) there shall not have occurred any material  adverse  affect on the
business, assets, liabilities,  condition (financial or otherwise) or results of
operations  of Point  Blank.  DHB hereby  confirms  that it has  engaged  Empire
Valuation  Consultants,  Inc. ("Empire") to perform appraisals of the businesses
of Point  Blank and NDL,  and the parties  hereby  agree,  for  purposes of this
Agreement,  that the appraisal  determinations rendered by Empire shall be final
and binding.  In the event that Empire has not rendered its written  appraisals,
or DHB fails to file the aforedescribed certificate of amendment and/or make the
additional  capital  contribution  to  Point  Blank in the  amount  contemplated
herein, in either case on or before December 31, 2003, then this Agreement shall
become null and void AB INITIO.

         4.  RESTRICTIONS ON TRANSFER.  The Shares shall at all times be subject
to the following restrictions:

                  (a) Hightower  shall not at any time sell,  assign,  transfer,
alienate, pledge,  hypothecate,  or otherwise dispose of any legal or beneficial
interest in any of the Shares (any such transaction being  hereinafter  referred
to as a  "Transfer"),  unless (i)  Hightower  receives a BONA FIDE offer from an
unaffiliated third party for the purchase of the Shares for cash, (ii) Hightower
gives  written  notice of such offer to DHB,  setting  forth the name,  address,

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telephone number and principal line of business of the proposed Transferee,  and
the material  terms and  conditions  of the  proposed  Transfer  (including  any
relevant  writings  between  Hightower and the proposed  Transferee),  and (iii)
Hightower  permits DHB to exercise an  exclusive  option,  valid for a period of
thirty  (30) days  after  DHB's  receipt  of such  written  notice  of  proposed
Transfer,  to  purchase  (or to permit  Point Blank to redeem) all (but not less
than all) of the offered  Shares at a cash purchase  price equal to the purchase
price pursuant to the BONA FIDE offer, and payable on the terms of the BONA FIDE
offer. In the event that DHB fails to exercise its exclusive  option within such
thirty (30) day period,  Hightower  shall be  permitted  to effect the  proposed
Transfer  solely to the  Transferee  and solely on the terms and  conditions set
forth in  Hightower's  notice  of  proposed  Transfer,  provided  that,  if such
transaction  is not  completed  within sixty (60) days after the  expiration  of
DHB's exclusive option period  hereunder,  then the provisions of this paragraph
4(a) shall again be applicable.  Any Transferee  (other than DHB or Point Blank)
which  acquires  any Shares  shall also be  subject  to the  provisions  of this
paragraph 4. Any  Transfer in  violation  of this  paragraph 4 shall be null and
void and shall not be recognized by Point Blank for any purpose.

                  (b) In the  event  that,  and at  any  time  after,  Hightower
terminates  (for  any  reason  or for no  reason)  the  business  or  consulting
relationship  between  Point  Blank and  Hightower,  DHB shall have the right to
purchase (or to designate  Point Blank to redeem) the Shares at a cash  purchase
price equal to the fair value thereof (without discount for non-marketability or
minority  interest) as of the close of the last full calendar month  immediately
preceding the date of DHB's notice of its exercise of its option  hereunder,  as
determined by an independent appraiser selected by DHB and reasonably acceptable
to Hightower.  Such purchase or redemption shall be completed within thirty (30)
days after receipt by DHB and Hightower of the appraiser's appraisal report

                  (c) The  provisions  of this  paragraph  4 shall also be fully
applicable  to any and all  shares  or other  securities  which may be issued in
respect of the Shares by reason of any stock split, stock dividend,  combination
of shares,  recapitalization or other such event which may occur at any time and
from time to time  subsequent to the date hereof,  and all such shares and other
securities  shall  constitute  part of the  "Shares"  for all  purposes  of this
paragraph 4.

                  (d) The  certificate(s)  representing  the Shares shall at all
times bear a conspicuous  legend giving notice of the existence and requirements
of this Agreement.

         5. REPRESENTATIONS AND WARRANTIES.

                  (a) Each party  hereby  represents  and warrants to each other
party that (i) such party is a corporation  or a limited  liability  company (as
the case may be) duly organized, validly existing and in good standing under the
laws of its jurisdiction of formation, (ii) such party's execution, delivery and
performance  of  this  Agreement  has  been  duly  authorized  by all  necessary
corporate  or  company  action (as the case may be),  and (iii)  this  Agreement
constitutes the valid and binding agreement of such party,  enforceable  against
such party in accordance with its terms.

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                  (b) Each party further  represents  and warrants to each other
party  that  the  execution,  delivery  and  performance  by such  party of this
Agreement  will not  conflict  with or result in a breach under (i) such party's
organizational  documents,  (ii) any law or governmental regulation or (iii) any
contract, agreement, note, mortgage, or other arrangement to which such party is
bound,  other than in the case of  clauses  (ii) and (iii),  such  conflicts  or
breaches as will not have a material adverse effect on such party.

                  (c) Each party further  represents  and warrants to each other
party  that  the  execution,  delivery  and  performance  by such  party of this
Agreement do not and will not require any consent, approval or authorization of,
or filing of any notices of or with, any governmental or regulatory authority or
any third party.

                  (d) DHB and Point Blank hereby  further  represent and warrant
to Hightower that (i) the authorized and outstanding  shares of capital stock of
Point Blank  consists  only of 1,500  shares of Common  Stock,  all of which are
fully paid and nonassessable,  (ii) there are no outstanding options,  warrants,
convertible  securities or other rights to purchase or acquire any capital stock
of Point Blank, and (iii) upon Hightower's  payment for the Shares in accordance
with  paragraph 2 above,  the Shares will be duly  authorized,  validly  issued,
fully paid and  nonassessable,  and  Hightower  will acquire the Shares free and
clear of all liens and  encumbrances  (other  than such  liens and  encumbrances
created by this Agreement or by Hightower.

                  (e) Hightower hereby further  represents and warrants that (i)
it has received to its  satisfaction  all information that it has requested with
respect to DHB,  Point Blank and NDL,  (ii) it is an  "accredited  investor"  as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended,  and (iii) it will be  acquiring  the  Shares for its own  account  for
investment,  and not with a view to resale or  distribution  in violation of any
federal or state securities laws.


                  (f) The parties intend that the transfers by DHB and Hightower
to Point Blank  described in this Agreement  shall each be treated as a transfer
solely in exchange  for stock that is  described  in section 351 of the Internal
Revenue Code of 1986,  as amended,  and agree to report the transfers for income
tax purposes in a manner consistent with such characterization.

         6.  NOTICES.  Any notice  pursuant  to  paragraph 4 above or under this
paragraph  6 shall be in  writing  and shall be deemed to have been  given  when
delivered  personally,  one (1)  business  day  after  being  sent by  reputable
overnight  courier  with all  charges  prepaid  or billed to the  account of the
sender,  or five (5) days after being mailed by certified  mail,  return receipt
requested,  addressed (a) if to Point Blank, to it c/o DHB Industries, Inc., 555
Westbury Avenue,  Carle Place, New York 11514,  Attn: Dawn Schlegel,  or at such
other  address as Point Blank may  hereafter  designate  to Hightower by written
notice, and (b) if to Hightower, to it at c/o Shearman & Sterling, 599 Lexington

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Avenue, New York, NY 10022 Attn: Andrew Noreuil,  Esq., or at such other address
as Hightower may hereafter to designate to Point Blank by written notice.

         7. GENERAL.

                  (a) Neither this  Agreement nor any of the terms or conditions
hereof  may be  waived,  amended  or  modified  except  by  means  of a  written
instrument  duly  executed by the party to be charged  therewith.  Any waiver or
amendment  shall only be  applicable  in the  specific  instance,  and shall not
constitute  or be construed as a waiver or amendment in any other or  subsequent
instance.  No  failure  or  delay on the part of any  party  in  respect  of any
enforcement  of  obligations  hereunder  shall in any manner affect such party's
right to seek or effect enforcement at any other time or in respect of any other
required performance.

                  (b)  Neither  this  Agreement  nor any  rights or  obligations
hereunder may be assigned by any party without the express prior written consent
of each other party.

                  (c) The captions and paragraph headings used in this Agreement
are for convenience of reference only, and shall not affect the  construction or
interpretation of this Agreement or any of the provisions hereof.

                  (d) This  Agreement,  and all matters or disputes  relating to
the  validity,  construction,   performance  or  enforcement  hereof,  shall  be
governed,  construed  and  controlled  by and under the laws of the State of New
York.

                  (e) This  Agreement  shall be binding  upon and shall inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns.

                  (f)  This   Agreement   may  be  executed  in  any  number  of
counterparts, each of which shall be deemed to be an original hereof, but all of
which together shall constitute one and the same instrument.

                  (g)  Except  as  otherwise  set forth or  referred  to in this
Agreement,  this  Agreement  constitutes  the  sole  and  entire  agreement  and
understanding  between the parties hereto as to the subject  matter hereof,  and
supersedes all prior  discussions,  agreements and  understandings of every kind
and nature between them as to such subject matter.

                  (h) This  Agreement  is  intended  for the sole and  exclusive
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns,  and no other  person  or entity  shall  have any right to rely on this
Agreement or to claim or derive any benefit  herefrom absent the express written
consent of the party to be charged with such reliance or benefit.

                  (i) If any  provision  of this  Agreement  is held  invalid or
unenforceable,  either in its entirety or by virtue of its scope or  application
to given  circumstances,  such provision shall thereupon be deemed modified only
to the  extent  necessary  to render  same  valid,  or not  applicable  to given

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circumstances, or excised from this Agreement, as the situation may require; and
this  Agreement  shall be construed  and enforced as if such  provision had been
included herein as so modified in scope or application, or had not been included
herein, as the case may be.

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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first set forth above.


                                       POINT BLANK BODY ARMOR, INC.



                                       BY________________________________


                                       HIGHTOWER CAPITAL MANAGEMENT, LLC



                                       BY_______________________________



                                       DHB INDUSTRIES, INC.



                                       BY_________________________________


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