EXHIBIT 10.11


                                                                           DRAFT
                                                                         2/14/03


         SECOND AMENDMENT (this "AMENDMENT"),  dated as of February 17, 2003, to
LOAN  AND  SECURITY  AGREEMENT,  dated as of  September  24,  2001 (as  amended,
modified or supplemented from time to time, the "LOAN AGREEMENT"),  by and among
LASALLE  BUSINESS  CREDIT,  INC.,  a  Delaware  corporation   ("LASALLE"),   and
PROTECTIVE  APPAREL  CORPORATION OF AMERICA,  a New York  corporation  ("PACA"),
POINT BLANK BODY ARMOR, INC., a Delaware  corporation  ("POINT Blank"),  and NDL
PRODUCTS,  INC., a Florida  corporation  ("NDL",  and with PACA and Point Blank,
collectively, the "BORROWERS" and each, a "BORROWER"), and DHB INDUSTRIES, INC.,
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.

         WHEREAS,  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

         WHEREAS,  LaSalle  has  consented  to such  requests,  on the terms and
subject to the satisfaction of the conditions contained in this Amendment;

         NOW, THEREFORE,  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:

         SECTION  ONE .  AMENDMENTS.  Effective  upon  the  satisfaction  of the
conditions set forth in SECTION TWO hereof,  the Loan Agreement  shall be and is
hereby amended as of February 17, 2003 as follows:

         (A) SECTION 2(A).  REVOLVING LOANS.  Section 2(a) of the Loan Agreement
is  amended  by  deleting  in its  entirety  clause  (y) of  the  proviso  found
immediately  after clause (iv)  thereof,  and  substituting  in lieu thereof the
following new clause (y):


                  "(y) the Revolving Loan Limit with respect to Revolving  Loans
                  made to all Borrowers,  at any one time outstanding,  shall in
                  no event exceed the following applicable amount:

                  (I)  Thirty-Five  Million  Dollars  ($35,000,000)  during  the
                  period  commencing  on  February  18,  2003 and ending on (and
                  including)  August  31,  2003,  (II)  Thirty  Million  Dollars
                  ($30,000,000)  during the period  commencing  on  September 1,
                  2003 and ending on (and including) November 30, 2003 and (III)
                  Twenty-Five Million Dollars  ($25,000,000) at all times on and
                  after December 1, 2003 (such amount,  as in effect on any date
                  of determination, the "Maximum Revolving Loan Limit")."

<PAGE>

         (B)  SECTION  8.  COLLECTIONS.  SECTION 8 is amended  by  deleting  the
introductory  portion of clause (iii) which  follows the  definition of the term
"Triggering Event", and by substituting the following in lieu thereof:

                  "(iii) during any sixty-day period ending on or after the date
                  one hundred twenty (120) days from the date of this Agreement,
                  less than ninety percent (90%);"

         (C) SECTION 10. TERMINATION;  AUTOMATIC RENEWAL.  SECTION 10 is amended
by deleting the penultimate  sentence thereof, and by substituting the following
in lieu thereof:

                  "In  the  event  that  the  Borrowers  elect  to and  in  fact
                  terminate this Agreement and prepay all of the  Liabilities on
                  or before February 28, 2004,  then, in such event, on the date
                  of such  prepayment the Borrowers  agree jointly and severally
                  to pay to Lender  as a  prepayment  fee,  in  addition  to the
                  payment of all other  Liabilities,  an amount equal to one per
                  cent (1%) of the  Maximum  Revolving  Loan  Limit in effect on
                  such date."

         SECTION  TWO  .  CONDITIONS  PRECEDENT.  This  Amendment  shall  become
effective  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.

         (A) LaSalle  shall have  received and reviewed  each of the  following,
which shall be in form and substance reasonably satisfactory to it:

         (i)      this Amendment, duly executed by each Borrower and Parent, and
                  by David H. Brooks;

         (ii)     an Amended and Restated Revolving Note, in the form of EXHIBIT
                  A  hereto,  in  the  principal  amount  of  $35,000,000,  duly
                  executed by each Borrower;

         (iii)    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;

         (iv)     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

                                       2

<PAGE>

                  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.

         (B) LaSalle shall have received  payment,  in cash, of an amendment fee
in the amount of $25,000,  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.

         (C) 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.

         (D) No event or development  shall have occurred since _________,  2002
which event or  development  has had or is reasonably  likely to have a Material
Adverse Effect.

         (E) 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 TWO.

         (F)  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.

         (G) 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.

         (H) 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.

         SECTION  THREE .  REPRESENTATIONS  AND  WARRANTIES.  Each  Borrower and
Parent each hereby represents and warrants (which representations and warranties
shall survive the execution and delivery hereof) to LaSalle that:

         (A)  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;

                                       3

<PAGE>

         (B)  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;

         (C) 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);

         (D) 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;

         (E) No Default or Event of Default has  occurred and is  continuing  on
the date hereof;

         (F) Since the date of Parent's consolidated and consolidating financial
statements for the _____ month period ended _________,  2002, no change or event
has occurred  which has had or is reasonably  likely to have a Material  Adverse
Effect;

         (G)  Upon  execution  of this  Amendment  and the  satisfaction  of the
conditions  set forth in SECTION TWO 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  $25,000,000  to  $35,000,000  and  all  interest  accruing  on such
Revolving Loans;

         (H)  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

                                      4

<PAGE>

connection herewith or by completion of the transactions  contemplated hereunder
or thereunder.

         SECTION FOUR . GENERAL PROVISIONS.

         (A) 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.

         (B) 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.

         (C) 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.

         (D) This  Amendment  shall be governed and  controlled  by the internal
laws of the State of New York.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>


          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.


                                          LASALLE BUSINESS CREDIT, INC.



                                          By:___________________________________
                                                   Name:
                                                   Title:


                                          PROTECTIVE APPAREL CORPORATION
                                          OF AMERICA

                                          By:___________________________________
                                                   Name:
                                                   Title:

                                          POINT BLANK BODY ARMOR, INC.

                                          By:___________________________________
                                                   Name:
                                                   Title:

                                          NDL PRODUCTS, INC.

                                          By:___________________________________
                                                   Name:
                                                   Title:

                                          DHB INDUSTRIES INC.

                                          By:___________________________________
                                                   Name:
                                                   Title:



ACKNOWLEDGED AND CONSENTED TO:


____________________________________
DAVID H. BROOKS


                                       6


<PAGE>

                                    EXHIBIT A

                          FORM OF AMENDED AND RESTATED
                                 REVOLVING NOTE


ORIGINAL DATE OF EXECUTION: SEPTEMBER 24, 2001
DATE OF AMENDMENT AND RESTATEMENT: AS OF FEBRUARY 17, 2003

$35,000,000.00                                                NEW YORK, NEW YORK



                  FOR VALUE RECEIVED, PROTECTIVE APPAREL CORPORATION OF AMERICA,
POINT BLANK BODY ARMOR,  INC. and NDL  PRODUCTS,  INC.  (each a  "Borrower"  and
collectively, the "Borrowers") jointly and severally promise to pay to the order
of LASALLE BUSINESS CREDIT,  INC. (the "Lender"),  at its offices located at 135
South LaSalle Street, Chicago,  Illinois 60603, the principal sum of Thirty-Five
Million and No/100 Dollars  ($35,000,000.00)  on the Maturity Date,  which shall
mean the last day of the Original Term, or the  applicable  Renewal Term, in the
event that the Loan Agreement (as defined below) is renewed, as the case may be,
or so much of such  principal  sum as shall be  outstanding  and  unpaid  on the
Maturity Date,  all as more fully set forth in the Loan and Security  Agreement,
dated  as of  September  24,  2001  (as  the  same  may  be  amended,  modified,
supplemented or restated from time to time, the "Loan Agreement"),  by and among
each of the Borrowers, DHB Industries,  Inc., as Guarantor, the DHB Subsidiaries
and the Lender.  Terms which are  capitalized in this Revolving Note but are not
otherwise  defined  shall  have  the  meanings  ascribed  to  them  in the  Loan
Agreement.  The Borrowers  further  promise jointly and severally to pay (a) the
principal of the Revolving  Loans,  as set forth in Section  2(d)(i) of the Loan
Agreement  and (b) interest on the  outstanding  principal  amount hereof on the
dates and at the rates  provided  in the Loan  Agreement,  from the date  hereof
until  payment  in  full  hereof.  This  Revolving  Note is  referred  to in and
delivered pursuant to the Loan Agreement,  and is subject to and entitled to all
provisions and benefits thereof.

                  The  Borrowers  hereby  authorize  the  Lender to  charge  any
account  of the  Borrowers  maintained  with the  Lender  for all  sums  payable
hereunder as and when such sums become due. If payment hereunder becomes due and
payable  on a day which is not a Business  Day,  the due date  thereof  shall be
extended to the next  succeeding  Business  Day, and  interest  shall be payable
thereon at the rate specified  during such extension.  Credit shall be given for
payments made, in the manner and at the times provided in the Loan Agreement. It
is the intent of the parties that the rate of interest and other  charges to the
Borrowers  under this  Revolving  Note shall be  lawful;  therefore,  if for any
reason the interest or other charges  payable  hereunder are found by a court of
competent jurisdiction, in a final determination,  to exceed the limit which the
Lender may lawfully charge the Borrowers, then the obligation to pay interest or
other charges shall automatically be reduced to such limit and, if any amount in
excess of such limit shall have been paid, then such amount shall be refunded to
the Borrowers.

<PAGE>

                  The  principal  and  all  accrued  interest  hereunder  may be
prepaid by the Borrowers,  in part or in full, at any time;  PROVIDED,  HOWEVER,
that if the Borrowers  terminate the Loan Agreement  prior to the Maturity Date,
the Borrowers may be required to pay a prepayment  fee as provided in Section 10
of the Loan Agreement.

                  The  Borrowers  waive  the  benefit  of  any  law  that  would
otherwise  restrict or limit the Lender in the  exercise of its right,  which is
hereby acknowledged,  to set off against the Liabilities,  without notice and at
any time  hereafter,  any amounts  owing from the Lender to the  Borrowers.  The
Borrowers agree that the Lender shall not be liable for any error in judgment or
mistakes  of fact or law,  other  than for gross  negligence.  To the extent the
Borrowers  have  any  counterclaims,  they  agree  to  assert  any and all  such
counterclaims (other than compulsory counterclaims) by separate action.

                  The  Borrowers,  any other party  liable  with  respect to the
Liabilities  evidenced  hereby  and  any  and all  endorsers  and  accommodation
parties,  and each one of them, if more than one, waive any and all presentment,
demand,  notice of  dishonor,  protest,  and all other  notices  and  demands in
connection with the enforcement of the Lender's rights hereunder.

                  The Revolving Loans evidenced  hereby have been made, and this
Revolving Note has been  delivered,  at New York, New York.  THIS REVOLVING NOTE
SHALL BE GOVERNED AND  CONTROLLED  BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
AS TO INTERPRETATION,  ENFORCEMENT,  VALIDITY, CONSTRUCTION,  EFFECT, AND IN ALL
OTHER RESPECTS,  INCLUDING WITHOUT LIMITATION, THE LEGALITY OF THE INTEREST RATE
AND OTHER  CHARGES,  and shall be binding upon the  Borrowers  and each of their
successors and assigns. If this Revolving Note contains any blanks when executed
by the  Borrowers,  the  Lender  is  hereby  authorized,  without  notice to the
Borrowers,  to complete  any such blanks  according  to the terms upon which the
Revolving  Loan  or  Revolving  Loans  were  granted.  Wherever  possible,  each
provision of this  Revolving  Note shall be  interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Revolving
Note shall be prohibited by or be invalid under such law, such  provision  shall
be  severable,  and  be  ineffective  to  the  extent  of  such  prohibition  or
invalidity,  without  invalidating  the remaining  provisions of this  Revolving
Note.

                  To induce the Lender to make the Revolving  Loans evidenced by
this  Revolving  Note,  the  Borrowers  (i)  irrevocably  agree that all actions
arising  directly or indirectly as a result or in  consequence of this Revolving
Note shall be instituted  and litigated  only in courts having situs in the City
of New York, New York; PROVIDED,  that Lender may elect to commence an action or
proceeding with respect to the Collateral in another  jurisdiction,  (ii) hereby
consent to the  exclusive  jurisdiction  and venue of any State or Federal Court
located and having its situs in said city,  and (iii) waive any objection  based
on forum non-conveniens.  IN ADDITION,  THE BORROWERS HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION OR  PROCEEDING  WHICH  PERTAINS  DIRECTLY  OR  INDIRECTLY  TO THIS
REVOLVING NOTE, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY
ANY BORROWER OR THE LENDER OR WHICH IN ANY WAY,  DIRECTLY OR INDIRECTLY,  ARISES
OUT OF OR RELATES TO THE  RELATIONSHIP  BETWEEN  THE  BORROWERS  AND THE LENDER,
waive personal service of any and all process, and consent that all such service
of process may be made by certified mail, return receipt requested,  directed to

                                       8

<PAGE>

the Borrowers at the address indicated in the Lender's  records;  and service so
made shall be complete  five (5) days after the same has been  deposited  in the
U.S. mails as aforesaid.

                  This Note amends, supersedes and replaces in its entirety that
certain  Amended  and  Restated  Revolving  Note  (the  "Original  Note") in the
original   principal   amount  of   Twenty-Five   Million  and  No/100   Dollars
($25,000,000)  dated as of June 28, 2002,  executed by the Borrowers and payable
to the order of the  Lender;  provided,  however,  that all of the  indebtedness
evidenced  by the  Original  Note  continues  to be  outstanding  as of the date
hereof, no cancellation,  adjustment or novation of such  indebtedness  shall be
deemed to have  occurred  on account of the  amendment  and  restatement  of the
Original Note pursuant to this Note, and the  Borrowers'  execution and delivery
of this Note shall constitute an express acknowledgment and confirmation of, and
agreement with, the foregoing.

                  IN WITNESS  WHEREOF,  each of the  Borrowers has executed this
Revolving Note on the date first above set forth.


                                       PROTECTIVE APPAREL CORPORATION OF AMERICA



                                       By:______________________________________
                                          Title:
                                          Name:


                                       POINT BLANK BODY ARMOR, INC.



                                       By:______________________________________
                                          Title:
                                          Name:




                                       NDL PRODUCTS, INC.



                                       By:______________________________________
                                          Title:
                                          Name:


                                       9