EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT


This Employment  Agreement is made and entered into this first day of July, 2000
by and between  DHB  Capital  Group  Inc.,  a Delaware  corporation,  having its
principal  office located at 555 Westbury  Avenue,  Carle Place,  New York 11514
(hereafter  called the "Employer"),  and David H. Brooks,  who resides at 20 Red
Ground Road, Old Westbury, New York, 11568, (hereafter called the "Employee").


     A. Employer is in the business of managing operating companies it currently
        owns and of acquiring other businesses.


     B. Employer  desires to employ Employee and Employee desires to be employed
        by Employer, upon terms and conditions hereafter set forth.


In  consideration  of the mutual  covenants  set forth,  it is hereby  agreed as
follows:



1. EMPLOYMENT AND DUTIES:  Employer agrees to Employ Employee as Chief Executive
   Officer and Employee  agrees to serve Employer in such capacity and to engage
   in those  duties  which might  reasonable  be  required of a Chief  Executive
   Officer  including  but not  limited  to  overseeing  operations,  Evaluating
   acquisition  candidates  and  generally  doing  all the  things  for the best
   interest of the Employer, subject to the Direction of the Board of Directors.


2. TERM: Employee's employment hereunder shall be for a period of five (5) years
   unless  terminated  pursuant to Section 8 hereof (the "term")  commencing the
   date here written (the "Commencement Date"). Employee will have the option of
   extending  this Agreement for an additional  five-year  period upon the terms
   and conditions  contained herein.  The Employee shall notify the Employer not
   later than six months prior to the expiration of the initial five-year term.


3. DEVOTION AND ATTENTION: Throughout the term of his employment, employee shall
   devote the time necessary to carry out the duties,  which  commensurate  with
   the Employee's position and to the business affairs of the Employer.


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4. COMPENSATION AND BENEFITS: Employee shall receive the following  compensation
   and  benefits  for services rendered.

   4.1 SALARY.  Effective as of the  commencement  Date, the  Employee's  annual
   compensation  shall  be at a base  rate  of  Five  Hundred  Thousand  dollars
   ($500,000)  per annum,  payable  semi-monthly.  The base rate shall  increase
   Fifty  thousand  dollars  ($50,000)  each  year  on  the  anniversary  of the
   Commencement Date.

   4.2 BONUS. In addition to the  aforementioned  salary,  the employee shall be
   entitled to an signing  bonus of 750,000  Seven  Hundred  Fifty  Thousand DHB
   Capital Group Inc. warrants  exercisable at $1.00 per share which will Expire
   July 1, 2010.  Additionally the employee shall be entitled to an annual bonus
   of Seven Hundred Fifty Thousand DHB Capital Group Inc. warrants granted every
   anniversary  year and exercisable at $1.00 per share,  which will expire July
   1, 2010. All warrants issued shall be with full anti-dilution clauses.

   4.3  VACATION..  During the term hereof,  employee  shall be entitled to such
   vacation  during the calendar year as the Board of Directors  shall  specify,
   but in no events  shall the  Employee  be entitled to less than six (6) weeks
   paid vacation during the year of employment.

   4.4 FRINGE BENEFITS. In addition to all other compensation to be provided the
   Employee  pursuant to this paragraph 4. Employee shall be entitled to receive
   or  participate  in any fringe  benefit,  which are or may be provided by the
   employer to its other  officers and or its  employees.  Such  benefits are to
   include health benefits for Employee and his family and life  insurance.  The
   Employer owns companies in New York,  Florida,  Belgium and Tennessee and the
   Employee is expected to spend  considerable time in all locations,  therefore
   the Employer shall pay the expenses  associated  with the Employee's  Florida
   residence.  The Employer  shall  provide a car and driver For the Employee in
   all locations.

   4.5 The  employee is to utilize his  residences  to conduct  business for the
   Employer  and in  this  pursuit  incurs  expenses  that  will  be paid by the
   Employer  (i.e.  telephone,   information  services,  delivery  services  and
   Entertainment expenses etc.)


5. TERMINATION:   Causes for Termination.

       a)   If  during  the  Term of this  Agreement  the  Employee  is unable,
            by Reason of physical or mental disability,  to carry out or perform
            the duties required of him hereafter or a period of at least six (6)
            consecutive months, the Employer shall have the option,  exercisable
            at such  time or any  time  later  during  the  continuance  of such
            disability,  to pay the Employee six (6) months  salary and prorated
            bonus,  to



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            terminated  on  written  notice,  which date shall be no sooner than
            thirty days (3) days after the date of notice given.

       b)   Upon the death of the employee.

       c)   Because of any illegal conduct which adversely  affects the goodwill
            or business  position of the  employer.  In such event the  Employer
            shall have the option,  upon written  notice to notify the Employee.
            The Employee shall gave seven (7) days to cure.



6. ENFORCEABILITY:  If any of this  Agreement  would be deemed to be invalid or
   unenforceable for any reason, including,  without limitation,  the geographic
   or business scope or the duration thereof,  such provision shall be construed
   in such a way as to  make it  valid  to  enforce  to the  maximum  extent  as
   possible.  Any  invalidity  or  unenforceability  of any  provision  of  this
   Agreement shall attache only to such provision and shall not effect or render
   invalid or unenforceable any other provision of this agreement or instrument.


7. NOTICES: All notices,  requests, demands and other communications required or
   permitted to be given under this  agreement  shall be in writing and shall be
   deemed  sufficiently  given  when  serviced  personally  on the party to whom
   notice is given one (1) business day after delivery by a reputable  overnight
   courier, four (4) business days if mailed to the party to whom the notice was
   given,  by  first  class  mail,  registered  or  certified,   return  receipt
   requested, postage prepaid, or when sent by telecopy with a copy following by
   hand or overnight courier or mailed  registered or certified,  return receipt
   requested, postage prepaid and properly addressed as follows:


To Employer:                        DHB Capital Group, Inc.
                                    555 Westbury Avenue
                                    Carle Place, NY 11514


To Employee:                        David H. Brooks
                                    20 Red Ground Road
                                    Old Westbury, NY 11568


8. ENTIRE AGREEMENT/MODIFICATION:  This agreement constitutes the full and
   complete   agreement  and  understanding   between  the  parties  hereto  and
   supersedes any and all similar agreements heretofore executed.


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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written.



/s/ GARY NADELMAN                      /s/ DAVID BROOKS
________________________               ____________________________
Gary Nadelman, Director,               David Brooks
Compensation committee                 Employee



                                       Witness:



                                       /s/ DAWN SCHLEGEL
                                       ____________________________
                                       Dawn Schlegel