EXHIBIT 10.12


                                                                       EXECUTION
                                                                            COPY


         THIRD  AMENDMENT  (this  "AMENDMENT"),  dated as of August 30, 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, LLC, a Delaware limited liability company, successor by
merger to 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 extend
the period during which the Maximum Revolving Loan Limit of $35,000,000 shall be
in effect; and

         WHEREAS,  LaSalle  has  consented  to such  request,  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 . AMENDMENT.  Upon the  satisfaction  of the conditions set
forth in SECTION TWO hereof,  Section 2(a) of the Loan Agreement shall be and is
hereby  amended as of August 30, 2003 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)  December  31,  2003 and (II)  Twenty-Five  Million
                  Dollars  ($25,000,000)  at all times on and after  January  1,
                  2004 (such amount,  as in effect on any date of determination,
                  the "Maximum Revolving Loan Limit")."

         SECTION TWO . CONDITIONS  PRECEDENT.  This  Amendment is subject to the
satisfaction  of all of the following  conditions,  the  satisfaction of each of
which is a condition precedent to the effectiveness of this Amendment, except to
the extent waived in writing by LaSalle.

<PAGE>

         (A) LaSalle shall have received 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; and

         (ii)     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.

         (B) 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.

         (C) No event or development shall have occurred since December 31, 2002
which event or  development  has had or is reasonably  likely to have a Material
Adverse Effect.

         (D) 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 (b) and (c) of this SECTION TWO.

         (E)  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.

         (F) 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.

         (G) 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.

                                       2

<PAGE>

         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;

         (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 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 twelve (12) month period ended  December 31, 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

                                       3

<PAGE>

"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 extension of the period during which the
Maximum Revolving Loan Limit of $35,000,000 shall be in effect, 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  or  instruments  being  executed  in
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]

                                       4

<PAGE>


          IN WITNESS WHEREOF,  LaSalle, each Borrower, each Guarantor,  each DHB
Subsidiary  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.


DHB ARMOR GROUP, INC.                      LASALLE BUSINESS CREDIT, LLC,
                                           successor by merger to LaSalle
                                           Business Credit, Inc.

                                           By:_________________________________
By:________________________________                Name:
        Name:                                      Title:
        Title:
DHB SPORTS GROUP, INC.                     PROTECTIVE APPAREL CORPORATION
                                           OF AMERICA

By:________________________________        By:_________________________________
        Name:                                      Name:
        Title:                                     Title:
LANXIDE ARMOR PRODUCTS, INC.               POINT BLANK BODY ARMOR, INC.

By:________________________________        By:_________________________________
        Name:                                      Name:
        Title:                                     Title:
ORTHOPEDIC PRODUCTS, INC.                  NDL PRODUCTS, INC.

By:________________________________        By:_________________________________
        Name:                                      Name:
        Title:                                     Title:
                                           DHB INDUSTRIES INC.

                                           By:_________________________________
                                                   Name:
                                                   Title:


ACKNOWLEDGED AND CONSENTED TO:


_____________________________
DAVID H. BROOKS



                                       5