EXHIBIT 10.7


                                      LEASE

THIS LEASE ("Lease") dated January 1, 2001, is made between V.A.E.  ENTERPRISES,
a New York general  partnership,  its successors and assigns  ("Landlord"),  and
Point Blank Body Armor Inc. a Delaware corporation ("Tenant").

Landlord  hereby leases to Tenant and Tenant hereby  leases from  Landlord,  the
Premises  described  below for the Term (as  defined)  and subject to the terms,
covenants and conditions set forth below:

1.  DEFINITIONS.  Unless the context otherwise specifies or requires, the
following  terms shall have the meanings herein specified:

    1.1 BASE RENT:  SIX HUNDRED  SEVEN  THOUSAND AND THREE  HUNDRED  FIFTY THREE
    DOLLARS AND  SEVENTEEN  CENTS  ($607,353.17)  per annum,  payable in monthly
    installments   of  FIFTY   THOUSAND  SIX  HUNDRED  AND  TWELVE  DOLLARS  AND
    SEVENTY-SIX  CENTS  ($50,612.76)  plus 6%  Florida  sales  tax.  Rent  shall
    increase  annually by an amount  equal to six percent  (6%) of the Base Rent
    for the prior year.

    1.2 BUILDING:  The building(s) and improvements now existing on the land and
    other real property  ("Land"),  located at 4031 N.E. Terrace,  Oakland Park,
    Florida 33334, together with all other appurtenances relating thereto.

    1.3  COMMENCEMENT  DATE:  January 1,  2001.  "Termination  Date"  shall mean
    December 31, 2010.

    1.4 EVENT OF DEFAULT: Those events described in Section 10.1 below.

    1.5 GOVERNMENTAL AUTHORITY:  Any federal, state, county,  municipal or other
    governmental department or entity, or any instrumentality of any of same.

    1.6 GOVERNMENTAL  REQUIREMENT:  Any law,  statute,  code,  ordinance,  rule,
    regulation,  license, agreement or requirement of any Governmental Authority
    now existing or hereafter enacted,  adopted or promulgated applicable to the
    Premises.

    1.7 IMPOSITIONS: All impositions, taxes, assessments (special or otherwise),
    and all  other  governmental  liens or  charges  of any kind,  ordinary  and
    extraordinary, foreseen and unforeseen, and substitutes therefore, including
    all taxes  attributable to the Premises or Rent imposed on the Property from
    time to time by any Governmental  Authority  (except only those taxes of the
    following  categories:  inheritance,  estate,  succession,  transfer or gift
    taxes imposed upon Landlord or any income taxes attributable to the Property
    or Rent).

    1.8 PERMITTED PURPOSE: Any legal use permitted by Governmental Authorities.


<PAGE>


    1.9 PREMISES: The Property

    1.10 PROPERTY: Collectively the Land, Building and Premises.

    1.11 RENT COMMENCEMENT DATE: January 1, 2001.

    1.12  TERM:  That  time  period  between  the  Commencement   Date  and  the
    Termination Date.

2.       USE/COMPLIANCE.  Tenant shall use the Premises for the Permitted
Purpose, and for no other purpose without the prior written consent of Landlord.
The  foregoing  is a material  consideration  to Landlord in entering  into this
Lease. Tenant shall not do, bring, keep or permit to be done in, on or about the
Premises,  nor bring,  keep or permit to be brought  therein,  anything which is
prohibited by, or will, in any way conflict with any Governmental Requirement or
cause a cancellation of any insurance policy covering the Premises. Tenant shall
not do or  permit  anything  to be done in,  on or about  the  Premises  for any
unlawful purpose, nor shall Tenant cause, maintain or permit any nuisance in, or
about the Premises or commit or suffer to be committed any waste in, on or about
the  Premises.  In the event Tenant uses the Premises for purposes not expressly
permitted  herein,  Landlord  may deem it an Event of Default and  Landlord  may
restrain said improper use by injunction.  Tenant hereby agrees and acknowledges
that the Premises have been  examined by it and that Tenant hereby  accepts same
in the "AS IS" condition in which it now exists  without any  representation  or
warranty,  express or implied by law by  Landlord  or its  agents,  and  without
recourse to Landlord.

3.  RENT.

    3.1 The term "Rent" as used in this Lease,  shall include the Base Rent plus
    applicable  sales tax as adjusted  from time to time,  and all other  items,
    costs and expenses identified herein as "Additional Rent", together with all
    other amounts  payable by Tenant to Landlord under this Lease.  Tenant shall
    pay each monthly installment of Rent (plus all sales taxes from time to time
    imposed  by any  Governmental  Authority  in  connection  with rents paid by
    Tenant under this Lease), in advance on the first calendar day of each month
    during the Term. Tenant shall pay all Rent, without demand, deduction or set
    off, to Landlord at the place specified for notice in Section 21 below.

    3.2 In addition to the Base Rent due  hereunder,  Tenant shall,  at its sole
    cost and expense, pay all real estate taxes on the Property. For purposes of
    this Section,  "real estate taxes" shall include any form of real estate tax
    or  assessment,  general,  special,  or  extraordinary  and any license fee,
    commercial  rental  tax,  improvement  bond(s),  levy  or  tax  (other  than
    inheritance,  personal  income or estate taxes) imposed on the Property from
    time to time by any  Governmental  Authority.  Further,  Tenant shall,  upon
    request,  delivery to Landlord paid tax receipts  evidencing Tenant's timely
    payment of all taxes assessed upon Tenant's personal property.


<PAGE>


4.  UTILITIES.  Landlord shall not be required to furnish to tenant any
facilities  or  services  of any kind  whatsoever  such as, but not  limited to,
water,  sewers, gas or electricity,  all of which shall be the responsibility of
Tenant, at its sole cost and expense.

5.  MAINTENANCE.  Tenant shall,  at its sole cost and expense,  maintain all of
the  Premises,  including,  but not  limited to, the roof,  foundation,  and the
structural  soundness of the exterior  walls,  all  sprinkler  systems,  if any,
interior walls, windows and all entrance and delivery doors in good and sanitary
order,   condition   and  repair  and  in  accordance   with  all   Governmental
Requirements.  Tenant shall,  at its sole cost and expense,  keep,  maintain and
repair in good condition all  utilities,  fixtures,  mechanical,  electrical and
plumbing  systems and  equipment  located in, on or about the  Premises.  Tenant
shall not store any trash,  merchandise,  or  materials  of any kind outside the
Building.  It is the  intention  of all  parties to this Lease that it be a "net
lease" and that Tenant  shall pay, in addition to Rent,  all costs and  expenses
related to the Premises,  including without limitation,  all taxes,  maintenance
and  repair  expenses.  All trash  shall be  removed  by  Tenant  at  reasonable
intervals, at Tenant's sole cost and expense.

6.  INSURANCE; INDEMNITY.

    6.1 Tenant shall  throughout the Term,  procure and maintain all risk hazard
    insurance with Landlord as the named  insured,  with respect to the Property
    in the  amount  not less  than the full  replacement  value  subject  to the
    conditions of Section 6.2 below. Tenant shall, with respect to the Premises,
    at its sole cost and expense, procure and maintain throughout the Term:

        6.1.1   Comprehensive public liability insurance with respect to the
                premises and Tenant's  activities  therein and thereabout,
                insuring against  liability for personal injury or death,
                property damage or other loss, with deductibles of no more than
                $1,000 and in amounts no less than:

                (a)  1,000,000 with respect to personal injury or death to any
                     one person
                (b)  1,000,000  with respect to personal injury or death arising
                     out of any one (1) occurrence;
                (c)  500,000  with  respect to  property  damage or other loss
                     arising out of any one (1) occurrence;  and
                (d)  Worker's Compensation insurance in at least the statutorily
                     required amounts.

Notwithstanding  the  aforementioned,  the above  amounts  shall be  subject  to
increase at any time,  from time to time,  if  Landlord,  in the exercise of its
sole  discretion,  shall deem it necessary for its adequate  protection.  Within
thirty (30) days after  demand  therefore  by  Landlord,  Tenant  shall  furnish
Landlord with evidence that such demand has been complied with.


<PAGE>


    6.2 Tenant's  insurance shall be with a Best's A+ rated company  licensed to
    transact  business  in  the  State  of  Florida.   Landlord  and  Landlord's
    mortgagee,  if any,  shall be named as additional  insureds  under  Tenant's
    insurance, and such insurance shall be primary and non-contributing with any
    insurance  carried by  Landlord.  If, on account of the failure of Tenant to
    comply  with the  above,  Landlord  is  adjudged  to be a  coinsurer  by its
    insurance  carrier,  then any loss or damage  Landlord may sustain by reason
    thereof  shall be borne by Tenant  and shall be  immediately  paid by Tenant
    upon receipt of a bill thereof.  Tenant's  insurance  policies shall contain
    endorsements  requiring  thirty (30) days notice to Landlord and  Landlord's
    mortgagee,  if any, prior to any  cancellation or any reduction in amount of
    coverage.  Tenant shall deliver to Landlord as a condition  precedent to its
    taxing  occupancy of the Premises (but not to its obligation to pay Rent), a
    certificate  or  certificates   evidencing  such  insurance   acceptable  to
    Landlord, and Tenant shall at least thirty (30) days prior to the expiration
    of such policies,  delivery to Landlord certificates of insurance evidencing
    the renewal of such policies.

    6.3 Tenant shall indemnify Landlord,  its officers,  directors and employees
    (collectively for the purposes of this Section the "Landlord") and save them
    harmless from and against any and all claims actions, damages, liability and
    expense in connection  with loss of life,  personal  injury and or damage to
    property of Tenant or Tenant's agents,  employees,  licenses,  invitees,  or
    third persons  arising from or out of any occurrence  in, about,  upon or at
    the Premises,  or the occupancy or use by Tenant of the Premises or any part
    thereof,  or occasioned  wholly or in part by any act or omission of Tenant,
    its agents, employees,  licensees,  invitees, customers, third persons in or
    about the Premises. In case Landlord shall be made a party to any litigation
    commenced by or against Tenant,  then Tenant shall protect and hold Landlord
    harmless and shall pay all costs,  expenses and reasonable  attorney's  fees
    incurred  or paid  by  Landlord  in  connection  with  such  litigation.  In
    addition,  Tenant  hereby  waives all claims  against  Landlord for personal
    injury or  death,  property  damage or other  loss to  Tenant,  its  agents,
    employees,  licensees,  invitees or third  persons in or about the  Premises
    from any cause, except gross negligence,  arising at any time. The insurance
    required of Tenant shall not be construed in any manner  whatsoever so as to
    limit Tenant's liability hereunder and Tenant's  indemnification and holding
    harmless of Landlord shall survive the expiration or earlier  termination of
    this Lease

7.  REPAIRS.  Tenant,  at its sole cost and  expense,  shall keep the  Premises
at all times in a neat, clean and sanitary  condition and in accordance with all
Governmental  Requirements,  and  Tenant  shall,  at its sole cost and  expense,
repair and  replace all damage or injury to the  Premises or Property  caused by
Tenant or its agents, employees, invitees or licensees. If Tenant fails to make,
maintain or repair the  Premises as required  under this Lease and such  failure
continues for five (5) days after  written  notice from  Landlord,  Landlord may
perform,  but is not  obligated  to perform any such  required



<PAGE>


maintenance  and repairs,  and the cost thereof shall be Additional Rent payable
by Tenant within ten (10) days of receipt of an invoice from Landlord.

8.  TENANT'S  PROPERTY.  Furnishings, trade fixtures and equipment  installed by
Tenant  shall be the  property  of  Tenant,  subject  to  Section  17 below.  On
expiration  or  earlier  termination  of the Term,  if there is then no Event of
Default,  Tenant may remove any such  property  and shall repair the Premises to
the same condition as when the Term commenced,  ordinary wear and tear excepted,
or reimburse Landlord for the cost of so repairing the Premises. If Tenant fails
to remove such  property as required  under this Lease,  Landlord  may do so and
keep and use or dispose of the same in its sole discretion without any liability
of  Landlord  on account  thereof,  and  further may charge the cost of any such
removal, storage or disposition to Tenant.

9.  ALTERATIONS  BY TENANT.  Tenant  shall not  deface or injure any part of the
Premises,  nor  obstruct or permit any  obstruction,  alteration,  addition,  or
installation  in the  Premises  without the prior  written  consent of Landlord,
which consent shall not be unreasonably  withheld or delayed.  All  alterations,
additions  or  installations,  including  but not  limited  to  partitions,  air
conditioning  systems  (including ducts) equipment (except movable furniture and
fixtures  put in at the  expense of Tenant and  removable  without  defacing  or
injuring the Building or the Premises), shall become the property of Landlord at
the  expiration  or any  earlier  termination  of the Term.  Landlord,  however,
reserves the option to require Tenant,  at Tenant's sole cost and expense,  upon
notice,  to  remove  all  fixtures,  alterations,   additions,   decorations  or
installations  (including  those not removable  without defacing or injuring the
Premises) and to restore the Premises to the same  condition as when  originally
leased to Tenant, reasonable wear and tear excepted. All work performed shall be
done in a good and  workmanlike  manner and with  materials  of the  quality and
appearance comparable to those in the Building.

10. LIENS.  Tenant  shall not  suffer or permit  the  interest  of  Landlord  in
either  the  premises  or  the  Property  to be  subject  to  any  construction,
mechanics';  materialmen's  liens or liens of any kind.  All  parties  with whom
Tenant may deal are put on notice that Tenant has no power to subject Landlord's
interest to any claim or lien of any kind or character,  and all such persons so
dealing  with  Tenant  must look  solely to the  credit  of  Tenant,  and not to
Landlord's  interest  or assets.  Tenant  shall put all such  parties  with whom
Tenant may deal on notice of the terms of this Section. If at any time a lien or
encumbrance  is filed against either the Premises or the Property as a result of
Tenant's work,  materials or obligations,  Tenant shall promptly  discharge said
lien or encumbrance, and if said lien or encumbrance has not been removed within
ten (10) days from the date it is filed,  Tenant agrees to deposit with Landlord
cash in an amount equal to one hundred fifty percent (150%) of the amount of any
such lien or encumbrance,  to be held by Landlord  (without  interest to Tenant,
except  as may be  required  by law)  until  any  such  lien or  encumbrance  is
discharged.


<PAGE>


11. ASSIGNMENT:  SUBLETTING.  The identity and  financial position of the Tenant
is a material  consideration of Landlord entering into this Lease.  Tenant shall
not,  directly  or  indirectly,  assign or sublet  under  this Lease or any part
thereof,  nor permit all or any part of the  Premises  to be used or occupied by
another,  without first obtaining the written consent of Landlord, which consent
shall be at the sole discretion of Landlord. Any mortgage,  pledge or assignment
of this Lease,  or if Tenant is a  corporation,  any transfer of this Lease from
Tenant,  or through any change in the ownership of or power to vote the majority
of the outstanding  voting stock of Tenant,  shall  constitute an assignment for
the purposes of this Section.  Any  assignment  or subletting  made without such
Landlord's  consent,  shall be voidable by  Landlord.  Any consent by  Landlord,
unless  specifically   stated  therein,   shall  not  relieve  Tenant  from  its
obligations  under this Lease. To be effective,  any assignment or sublease must
be in writing and signed by the  Landlord,  Tenant and  assignee/subtenant,  and
shall  set  forth  the  entire  consideration  being  given  and  received.  The
acceptance  of Rent from any other person shall neither be deemed to be a waiver
of any of the  provisions  of this  Lease nor be  deemed to be a consent  to the
assignment  of this Lease or  subletting  of the  Premises.  If  Landlord  shall
consent to any assignment or subletting, the assignee/subtenant shall assume all
obligations of Tenant  hereunder and neither  Tenant nor any  assignee/subtenant
shall be  relieved of any  liability  hereunder  if there  should be an Event of
Default by assignee/subtenant in the performance of any of the terms,  covenants
and conditions hereof. In the event Tenant shall request the consent of Landlord
to any  assignment or subletting of this Lease,  Tenant shall pay, as Additional
Rent, all of Landlord's  reasonable  attorneys' fees,  administrative costs, and
processing  costs incurred by Landlord in connection  therewith  irregardless of
whether or not Landlord consents to any such assignment or subletting.

12. CASUALTY/DAMAGE AND DESTRUCTION.

    12.1 PARTIAL  DAMAGE.  "Partial  Damage" means damage or  destruction to the
    Building  to the extent  that the cost of repair is less than fifty  percent
    (50%) of the fair market  value of the  Building  immediately  prior to such
    damage or  destruction.  If at any time  during  the Term  there is  Partial
    Damage,  Landlord may, at Landlord's option,  either (i) repair such damage,
    in which event this Lease shall  continue in full force and effect,  or (ii)
    give written  notice to Tenant within thirty (30) days after the date of the
    occurrence of such damage of Landlord's  intention to terminate  this Lease,
    which  termination  shall be effective as of the date of the  occurrence  of
    such damage.

    12.2 TOTAL DESTRUCTION.  "Total  Destruction" means damage or destruction to
    the Building to the extent that the cost of repair is fifty percent (50%) or
    more of the fair  market  value of the  Building  immediately  prior to such
    damage  or  destruction.  It at any time  during  the Term  there is a Total
    Destruction,  Landlord  may, at  Landlord's  option,  either (i) repair such
    damage within six (6) months of the date of such damage, in which event this
    Lease shall  continue in full force and effect,  or (ii) either  Landlord or
    Tenant may  terminate  this Lease as of the date of such Total  Destruction.
    Notwithstanding anything above to the contrary, Tenant


<PAGE>


    shall not be entitled to terminate  this Lease at Tenant's  option,  if such
    Total Destruction is in any way caused by Tenant, its agents or employees.

    12.3  ABATEMENT  OF RENT.  If  Landlord  repairs or  restores  the  Premises
    pursuant to the provisions of this Section,  the Rent payable  hereunder for
    the period during which such damage,  repair or restoration  continues shall
    have no claim against Landlord as a result of any such damage.

13. CONDEMNATION.  If All or any part of the Premises shall be taken under power
of eminent domain or like power,  or sold under  imminent  threat thereof to any
public authority or private entity having such power, this Lease shall terminate
as to the  part of the  premises  so taken  or  sold,  effective  as of the date
possession is required to be delivered to such authority or entity. Rent for the
remaining Term shall be reduced in the  proportion  that the Premises is reduced
by the taking.  If a partial taking or sale of the Premises (i) reduces the size
of the Premises by more than twenty percent (20%),  or (ii) renders the Building
commercially inviable to Landlord (in Landlord's sole discretion), Tenant in the
case of (i), or Landlord in the case of (ii), may terminate this Lease by notice
to the other party within thirty (30) days after the terminating  party receives
written  notice  of the  portion  to be taken or sold,  such  termination  to be
effective when the portion is taken or sold. All condemnation awards and similar
payments  shall be paid and belong to  Landlord,  except any amounts  awarded or
paid  specifically  for Tenant's trade fixtures and relocation  costs  (provided
such awards do not reduce Landlord's award).  Without limiting the generality of
the  foregoing,  all  leasehold  interest  awards shall belong to and be paid to
Landlord,  and  Tenant  shall  execute  any  assignment  or other  documentation
requested by Landlord to effectuate such award or payment.

14. ACCESS. Tenant shall permit Landlord to enter the Premises at all reasonable
times for the purposes of  inspecting,  and  repairing the Premises and property
and of  ascertaining  compliance  by Tenant with the  provisions  of this Lease.
Landlord shall use reasonable  efforts so as to minimize any inconvenience to or
disruption of Tenant.  Landlord may show the Premises to prospective purchasers,
mortgages,  or tenants at any time.  If  representatives  of Tenant shall not be
present to open and permit entry into the Premises at anytime when such entry by
Landlord is necessary  or permitted  hereunder,  Landlord,  or its  employees or
agents  may  enter  by means of a master  key (or  forcibly  in the  event of an
emergency),  without  liability  of Landlord  to Tenant and  without  such entry
constituting an eviction of Tenant, and without incurring liability for trespass
or causing a termination of this Lease.

15. SIGNS.  All signs placed in or about the  premises  shall be subject to
Tenant  complying with all Governmental  Requirements.  All such signs shall, at
the sole cost and expense of Tenant,  be maintained  and repaired in first-class
condition by Tenant  throughout the Term. Upon expiration or termination of this
Lease,  all signs installed by Tenant shall be removed and any damage  resulting
therefrom shall be promptly repaired,  or such removal and repair may be done by
Landlord and the cost thereof charged to Tenant as Additional Rent hereunder.


<PAGE>


16. TENANT'S DEFAULT.

    16.1  All  rights  and  remedies  of  Landlord  herein  enumerated  shall be
    cumulative,  and none shall exclude any other rights or remedies  allowed by
    law or in equity. The occurrence of any of the following shall constitute an
    "Event of Default" of this Lease by Tenant:  (i) Tenant shall default in the
    payment of any monthly  installment of Rent,  Additional  Rent, or any other
    charges  hereunder  at the time and in the amount as herein  provided;  (ii)
    Tenant shall violate or fail to perform any of the other terms, covenants or
    conditions  herein  made by Tenant,  and such  violation  or  failure  shall
    continue  for a period of ten (10) days  after  written  notice  thereof  to
    Tenant by Landlord or, if such violation or failure shall reasonably require
    longer than ten (10) days to cure,  if Tenant shall fail to commence to cure
    same within ten (10) days after receipt of notice  thereof and  continuously
    prosecute the curing of the same to  completion  with due  diligence;  (iii)
    Tenant shall make a general  assignment  for the benefit of its creditors or
    shall file or have  filed  involuntarily  against  Tenant,  a  petition  for
    bankruptcy  or other  reorganization,  liquidation,  dissolution  or similar
    relief;  (iv) a  proceeding  is filed  against  Tenant  seeking  any  relief
    mentioned  in (iii)  above  and said  proceeding  is not  discharged  within
    forty-five  (45) days of the  filing  thereof;  (v) a trustee,  receiver  or
    liquidator  shall be  appointed  for  Tenant  on a  substantial  part of its
    property;  (vi) Tenant  shall vacate or abandon the  Premises;  (vii) Tenant
    shall mortgage,  assign or otherwise  encumber its leasehold  interest other
    than as specifically  permitted under this Lease; or, (viii) Tenant shall be
    late a total of three (3) times in any one (1) calendar  year in the payment
    of Rent, or any other sums or charges when due Landlord under this Lease, or
    shall  repeatedly  default in the keeping,  observing or  performing  of any
    other terms,  covenants or conditions herein contained to be kept,  observed
    or performed by Tenant  (provided  Notice of such payment or other  defaults
    shall have been given to Tenant,  but  irrespective of whether or not Tenant
    shall have timely cured any such payment or other  defaults for which Notice
    was given).

    16.2 If any Event of  Default  by Tenant  occurs,  Landlord  shall  have all
    rights and  remedies  that are  available  under  Florida and  federal  law,
    including,  but  not  limited  to,  the  right  to (i)  consider  the  Lease
    terminated and take  possession of the Premises for Landlord's own purposes;
    (ii) take  possession of the premises for Tenant's  account and seek general
    damages;  or (iii)  accelerate  and sue for the entire balance of the unpaid
    Rent for the remainder of the Term which shall then be due and payable.  All
    of the remedies of Landlord herein  enumerated  shall be cumulative and none
    shall  exclude  any other  rights or  remedies  allowed by law or in equity.
    Landlord shall have no duty to accept Tenant's surrender of the Premises and
    if  Landlord  shall  attempt to re-rent the  Premises,  it shall do so as an
    agent for the account of Tenant,  giving  Tenant a set-off for the Rent that
    Landlord is able to receive.  However,  excess  amounts  over and above that
    owed by Tenant which are received by Landlord  from a third party for rental
    of the Premises  cannot be recovered by Tenant.  Landlord shall have no duty
    to attempt to mitigate  damages when Tenant is in default in Rent  payments.
    In addition to the Rent,  when  Landlord  sues Tenant for damages based upon
    Tenant's  breach of this Lease,  landlord  may



<PAGE>


    recover any costs Landlord incurred in preparing the Premises for the Tenant
    or any new tenant or tenants of the premises.

    16.3  Any and all  property  which  may be  removed  from  the  Premises  by
    Landlord, pursuant to the authority of this Lease or of law, to which Tenant
    is or may be entitled, may be handled,  removed or stored by Landlord at the
    sole risk,  cost and expense of Tenant,  and  Landlord  shall in no event be
    responsible for the value, preservation or safekeeping thereof. Tenant shall
    pay to Landlord,  upon demand, any and all expenses incurred in such removal
    and all storage charges  against such property.  Any such property of Tenant
    not removed  from the  Premises  or retaken  from  storage by Tenant  within
    thirty  (30)  days  after  the  end of the  Term  or of  Tenant's  right  to
    possession of the Premises, however terminated, shall be conclusively deemed
    to have been  forever  abandoned  by Tenant  and may either be  retained  by
    Landlord  as its  property  or may be disposed of in such manner as Landlord
    may see fit in its sole discretion.

    16.4 Upon the  occurrence  of an act or event  which but for the  passage of
    time would  result in an Event of Default by Tenant  after notice to Tenant,
    and upon an Event of  Default  by  Tenant,  Landlord  may,  but shall not be
    obligated to, and after reasonable notice or demand and without waiving,  or
    releasing Tenant from any obligation under this Lease,  make such payment or
    perform such other act to the extent Landlord,  in its sole discretion,  may
    deem  desirable,  and in  connection  therewith,  to pay expenses and employ
    counsel.  All  sums so paid by  Landlord  and  all  expenses  in  connection
    therewith,  together with  interest  thereon at the highest rate of interest
    per  annum  allowed  by law  from  the  date of  payment,  shall  be  deemed
    Additional Rent hereunder and payable at the time of the next installment of
    Rent  thereafter  becoming due and  Landlord  shall have the same rights and
    remedies  for the  non-payment  thereof  as in the  case of  default  in the
    payment of Rent.

    16.5 Any payments required to be made by Tenant under the provisions of this
    Lease  not made by  Tenant  when and as due  shall,  from the date  when the
    particular  amount  became due to the date of payment  thereof to  Landlord,
    bear interest at the rate of eighteen percent (18%) per annum or the maximum
    lawful rate of interest allowed by law (whichever is lower). Notwithstanding
    anything to the contrary in this Lease,  Tenant does not intend or expect to
    pay,  nor does  Landlord  expect to charge,  accept,  or collect any Rent or
    interest which  collectively would be greater than the highest legal rate of
    interest which may be charged under the laws of the State of Florida.

    16.6 In the event of a breach or  threatened  breach by Tenant of any of the
    terms, covenants and conditions of this Lease, Landlord shall have the right
    of injunction and the right to invoke any remedy allowed at law or in equity
    as if  re-entry,  summary  proceedings  and other  remedies  were not herein
    provided  for.  Mention in this  Lease of any  particular  remedy  shall not
    preclude   Landlord   from  any  other   remedy,   in  law  or  in   equity.
    Notwithstanding  the  aforementioned,  Tenant shall pay all and singular the
    costs, charges,  expenses,  and attorneys' fees, reasonably


<PAGE>


    incurred  or paid at any  time by  Landlord,  including  initial  collection
    efforts and continuing through all litigation, appeals and any post-judgment
    execution efforts until fully satisfied, because of the failure of Tenant to
    perform, comply with and abide by each and every of the terms, covenants and
    conditions of this Lease.

17. LANDLORD'S  LIEN.  To secure the payment of all Rents due and to become due
hereunder,  and the  faithful  performance  of all other  terms,  covenants  and
conditions  of Tenant  under this  Lease,  Tenant  hereby  grants to Landlord an
express  contract  lien  on and  security  interest  in all  personal  property,
fixtures, furnishings and merchandise which may be placed in or on the Premises,
together with any insurance or other  proceeds  thereof.  This lien and security
interest  are given in  addition  to,  and shall be  cumulative  to,  Landlord's
statutory  lien(s).  This  Lease  is  intended  as and  constitutes  a  security
agreement within the meaning of the Uniform  Commercial  Code.  Tenant agrees to
and shall  execute and deliver to Tenant such  "Financing  Statements"  and such
further  assurances as Landlord may,  from time to time,  consider  necessary to
create,  perfect and  preserve  its lien.  In the event Tenant fails to promptly
execute and return to Landlord such Financing Statements as Landlord may require
to create, preserve and protect its lien, Tenant shall and does hereby designate
Landlord to act as Tenant's agent for the sole and limited  purpose of executing
such Financing  Statements  and any such execution by Landlord  pursuant to this
Lease shall be effective and binding upon Tenant as though  executed  originally
by Tenant.

18. QUIET  ENJOYMENT.  If and so long as Tenant pays all Rent and keeps and
performs  each and every term,  covenant and condition  herein  contained on the
part of Tenant to be kept and performed, Tenant shall quietly enjoy the Premises
without hindrance by Landlord, subject to the terms, covenants and conditions of
this Lease and of any Superior Instruments (as defined in Section 27 below).

19. HOLDOVER  TENANCY.  If Tenant shall hold over after the  expiration  of the
Term, at Landlord's option, Tenant may be deemed to be occupying the Premises as
a tenant  at  sufferance,  which  tenancy  may be  terminated  by seven (7) days
notice.  During  such  tenancy,  Tenant  agrees to pay to  Landlord,  monthly in
advance,  Rent in an amount equal to two hundred  percent  (200%) of the monthly
installment  of Rent  which was  payable  on the last day of the Term,  unless a
different  rate is agreed upon,  and to be bound by all of the terms,  covenants
and  conditions  herein  specified.  If  Landlord  relets the  Premises  (or any
portion(s)  thereof)  to a new tenant  and the term of such new lease  commences
during the period for which  Tenant  holds over,  Landlord  shall be entitled to
recover from Tenant any and all costs, legal expenses,  damages, loss of profits
or any other  expenses  incurred by Landlord as a result of Tenant's  failure or
inability to deliver  possession of the Premises to Landlord when required under
this Lease.

20. AMENDMENT; WAIVER; APPROVAL; CONSENT. This Lease constitutes the entire
agreement  between  the  parties.  This Lease  shall not be amended or  modified
except in writing signed by both parties. Failure of Landlord to exercise any of
its  rights  in one or more  instances  shall  not be  construed  as a waiver of
Landlord's  right to strict  performance  of such rights or as to any subsequent
breach of any such rights.  Wherever


<PAGE>


this Lease requires either the Landlord's  consent or approval,  such consent or
approval  shall  only be deemed  given  when in  writing  and,  unless set forth
expressly  to the  contrary,  such  consent  or  approval  shall  be in the sole
discretion of Landlord.

21. NOTICES.  All  notices,   communications  and  statements  required  or
permitted  under this Lease shall be in writing,  delivered in person or sent by
United States  Registered or Certified  Mail,  return  receipt  requested,  with
postage  prepaid,  or Express Mail or Federal  Express (or other similar courier
service having a delivery  system which provides for or makes available a signed
receipt of delivery) or by facsimile  transmission (provided an original copy is
thereafter provided in the manner stated in this Section below) addressed to the
parties as follows:

    AS TO TENANT:
    Point Blank Body Armor Inc.
    4031 N.E. 12th Terrace
    Oakland Park, FL 33334

    AS TO LANDLORD:
    V.A.E. Enterprises
    20 Red Ground Road
    Old Westbury, NY 11568

Service shall be deemed  effective upon the earlier of either  seventy-two  (72)
hours after deposit in the U.S.  mail in accordance  herewith or upon receipt or
refusal to accept  receipt  by a  reputable  courier  service.  Notices  sent by
facsimile  transmission which are received by 4:00 p.m. (in the addressee's time
zone) shall be deemed  delivered as of the date of such  transmission,  provided
that an original  copy of such  transmission  is delivered to the addressee by a
nationally  utilized  overnight  courier  service  on  the  day  following  such
transmission.  Either  party  by  written  notice  to the  other  may  designate
additional  parties to receive  copies of notices sent to it. Such designees may
be changed by written  notice.  Either party may at any time,  in the manner set
forth for giving  notice to the other,  designate a  different  address to which
notices, communication and statements to it shall be sent.

22. LIMITATION  OF  LANDLORD'S  LIABILITY.  The term  "Landlord"  as used herein
shall mean only the owner or owners,  at the time in question,  of the fee title
to the  Premises.  In the  event of any  transfer  of such  title  or  interest,
Landlord  herein named (and in the case of any  subsequent  transfers,  then the
grantor)  shall be  relieved  from and  after the date of such  transfer  of all
liability  in respect of  Landlord's  obligations  thereafter  to be  performed,
provided that any funds in the hands of Landlord or the then grantor at the time
of such  transfer,  in which Tenant has an  interest,  shall be delivered to the
grantee.  The  obligations  contained  in this Lease to be performed by Landlord
shall,  subject to the above, be binding on Landlord's  successor's and assigns,
only during their respective  periods of ownership.  The obligations of Landlord
under this Lease do not  constitute  personal  obligations  of  Landlord  or the
individual partners,  shareholders,  directors,  and officers,  and Tenant shall
look solely to  Landlord's  then existing  interest in the


<PAGE>


Premises,  and to no other assets of Landlord, for satisfaction of any liability
in respect of this Lease,  and will not seek  recourse  against  the  individual
partners, shareholders, directors, officers, or any of their personal assets for
such satisfaction. No other properties or assets of Landlord shall be subject to
levy,  execution,  or other  enforcement  procedures for the satisfaction of any
judgment (or other judicial process) or for the satisfaction of any other remedy
of Tenant arising out of or in connection with this Lease,  the  relationship of
landlord and tenant, or Tenant's use of the Premises.

23. LANDLORD'S  RESERVED  RIGHTS.  Without notice and without  liability to
Tenant,  Landlord  shall  have  the  right  to (i)  sell  the  Property  (or any
portion(s)  thereof)  and  assign  this  Lease to the  purchaser,  and upon such
assignment  Landlord  shall be released from all of its  obligations  under this
Lease and Tenant agrees to attorn to such  purchaser,  or any other successor or
assign  of  Landlord  through  foreclosure  or deed in  lieu of  foreclosure  or
otherwise,  and to recognize such person as successor Landlord under this Lease;
and (ii) install and maintain signs on the Property.

24. ESTOPPEL  CERTIFICATE.  Within ten 910) days after  request  therefore by
Landlord, Tenant shall execute and deliver (in recordable form) a certificate to
any proposed  mortgagee or purchaser,  or to Landlord,  together with a true and
correct copy of this Lease, certifying (with such exceptions or modifications as
may be the  case)  (i) that  this  Lease is in full  force  and  effect  without
modification,  (ii) that Landlord has performed all of its obligations due to be
performed  under  this  Lease  and that  there are no  defenses,  counterclaims,
deductions  or offsets  outstanding  or other  excuses for Tenant's  performance
under this Lease,  and (iii) any other fact reasonably  requested by Landlord or
such proposed  mortgagee or purchaser.  Landlord may present to Tenant a form of
such certificate, and Tenant's failure to properly execute and deliver such form
of certificate  (with such exceptions or  modifications  noted therein as may be
asserted by Tenant in good faith) within ten (10) days after  request  therefore
shall be  conclusive  upon  Tenant as to the truth of all  statements  contained
therein as presented  by Landlord and may be relied on by any person  holding or
proposing  to acquire an  interest in the  Premises or any part  thereof or this
Lease from or through the other party, that this Lease is unmodified and in full
force and effect. Further, Tenant's failure to properly execute and deliver such
form of  certificate  within ten (10) days after  request  therefore by Landlord
shall, at Landlord's option, be deemed an Event of Default under this Lease.

25. ACCORD AND  SATISFACTION.  No receipt and  retention  by  Landlord  of any
payment  tendered by Tenant in connection  with this Lease shall give rise to or
support  or  constitute  an accord or  satisfaction,  or a  compromise  or other
settlement,  notwithstanding  any accompanying  statement,  instruction or other
assertion  to the contrary  (whether by notation on a check or in a  transmittal
letter  or  otherwise),  unless  Landlord  expressly  agrees  to an  accord  and
satisfaction,  or a compromise or other  settlement,  in a separate writing duly
executed by Landlord. Landlord may retain absolutely and for itself, any and all
payments so tendered, notwithstanding any accompanying instructions by Tenant to
the  contrary.  Landlord  will be entitled  to treat any such  payments as being
received  on account of any item or items of Rent,  interest  or expense  due in
connection  therewith,  in  such  amounts  and in such  order  as  Landlord  may
determine in its sole discretion.


<PAGE>


26. SEVERABILITY.  The parties intend this Lease to be legally valid and
enforceable in accordance with all of its terms, covenants and conditions to the
fullest extent permitted by law. If any term, covenant or condition hereof shall
be invalid or  unenforceable,  the  parties  agree that such term,  covenant  or
condition  shall be stricken  from this Lease,  the same as if it never had been
contained herein.  Such invalidity or  unenforceability  shall not extend to any
other  term,  covenant or  condition  or this Lease,  and the  remaining  terms,
covenants or conditions  hereof shall  continue in effect to the fullest  extent
permitted  by law, the same as if such  stricken  term,  covenant and  condition
never had been contained herein.

27. SUBORDINATION.  The  rights of Tenant  hereunder  are and shall  be,  at the
election of any mortgagee,  subject and  subordinate to the lien of any mortgage
or  mortgages,  or the lien  resulting  from any other  method of  financing  or
refinancing,  now or hereafter in force against the Property (or any  portion(s)
thereof),  and to all  advances  made or  hereafter to be made upon the security
thereof  ("Superior  Instruments").  This Section shall be self-operative and no
further  instrument of  subordination  shall be required by any  mortgagee,  but
Tenant agrees upon request of Landlord,  from time to time, to execute  whatever
documentation  may be required to further effect the provisions of this Section.
Tenant's failure to execute any such instrument of subordination within ten (10)
days after request therefore by Landlord shall, at Landlord's  option, be deemed
an Event of Default under this Lease.  Landlord agrees to use reasonable efforts
to obtain a Non-Disturbance  Agreement, in customary and usual form and content,
from any subsequent mortgages.

28. TIME.  Time  is of the  essence  of this  Lease  and  applies to all  terms,
covenants,  and conditions  contained herein. All "days" set forth in this Lease
shall  be  deemed  to be  "calendar  days"  unless  specifically  stated  to the
contrary.

29. SUCCESSORS AND ASSIGNS.  All terms,  conditions to be observed and performed
by Tenant hereunder shall be applicable to and binding upon Tenant's  respective
heirs, administrators, executors, and permitted successors and assigns.

30. RELATIONSHIP  OF  PARTIES.  Anything  in  this  Lease  to the  contrary
notwithstanding,  it is agreed that Landlord shall in no event be deemed to be a
partner or engaged in a joint  venture  with,  or an  associate of Tenant in the
conduct of its business nor shall  Landlord be liable for any debts  incurred by
Tenant in the conduct of its business.  Nothing contained in this Lease shall be
deemed or construed to confer upon  Landlord any interest in the business of the
Tenant.  The  relationship  of the parties during the Term shall at all times be
that of landlord and tenant.

31. CAPTIONS AND SECTION NUMBERS.  The captions and section numbers are for
convenience  of reference only and in no way shall be used to construe or modify
the provisions  set forth in this Lease.  It is understood and agreed that verbs
and pronouns in the singular  number are uniformly  used  throughout  this Lease
regardless of gender or number of the parties hereto.


<PAGE>


32. WAIVER OF TRIAL BY JURY. It is mutually agreed by and between  Landlord
and Tenant that the respective parties hereto shall and hereby do WAIVE TRIAL BY
JURY in any action,  proceeding or counterclaim brought by either of the parties
hereto  against the other on any matters  arising out of or in any way connected
with this Lease.

33. AUTHORITY.  Each of the  persons  executing  this  Lease,  on behalf of
Tenant,  does hereby  covenant  and warrant  that Tenant is duly  authorized  to
transact business, is in good standing and existing, that Tenant is qualified to
do  business  in the State of Florida,  Tenant has full right and  authority  to
enter into this  Lease,  and that the  persons  signing on behalf of Tenant were
authorized to do so.

34. APPLICABLE LAW. This Lease shall be construed  according to the laws of
the State of  Florida.  Should  any  provision  of this Lease  require  judicial
interpretation,  it is agreed by the parties hereto that the court  interpreting
or  construing  the same shall not apply a presumption  that any such  provision
shall be more  strictly  construed  against  the party who itself or through its
agent prepared the same, as all parties have  participated in the preparation of
the provisions of this Lease and that all terms,  covenants and conditions  were
negotiable.

35. BROKER  INDEMNIFICATION.  As part of the consideration for the granting
of this Lease,  Tenant represents and warrants to the Landlord that no broker or
agent negotiated or was instrumental in negotiating this Lease and Tenant agrees
to indemnify Landlord against any loss, expense (including reasonable attorneys'
fees),  cost or  liability  incurred  by  Landlord as a result of a claim by any
broker or finder.

36. EFFECT OF BANKRUPTCY.  Tenant shall not assign,  mortgage or encumber this
Lease,  nor sublet,  nor suffer or permit the Premises or any part thereof to be
used by others, except as set forth in Section 11 above; provided, however, that
if this Lease is assigned to any person or entity  pursuant to the provisions of
the Bankruptcy  Code, 11 U.S.C.ss.101 ET SEQ. (the "Bankruptcy  Code"),  any and
all monies or other  considerations  payable or  otherwise  to be  delivered  in
connection with such assignment shall be paid or delivered to Landlord, shall be
and remain the exclusive property of Landlord and shall not constitute  property
of Tenant or of the estate of Tenant within the meaning of the Bankruptcy  Code.
Any and all  monies or other  considerations  constituting  Landlord's  property
under the preceding  sentence not paid or delivered to Landlord shall be held in
trust for the  benefit of  Landlord  and be  promptly  paid to or turned over to
Landlord.

37. SURRENDER OF PROPERTY.  Tenant agrees to surrender to Landlord,  at the
end of the Term or upon any earlier  termination of this Lease,  the Premises in
(i) as good condition as the Premises were at the  Commencement  Date,  ordinary
wear and tear excepted; (ii) Tenant shall remove its trade fixtures, furnishings
and  equipment  from the  Premises  and shall  repair any damage  caused by such
removal;  and (iii)  Tenant  shall also  remove all rubbish  from the  Premises.
Tenant hereby expressly  authorizes  Landlord as agent of Tenant, to remove such
rubbish and make such repairs as may be necessary to


<PAGE>


restore the Premises to such  condition,  all of which shall be at the sole cost
and expense of Tenant.

38. ATTORNEYS' FEES. If either party herein brings an action to enforce the
terms  hereof or declare  rights  hereunder,  the  prevailing  party in any such
action,  on trial or  appeal,  shall be  entitled  to its costs  and  reasonable
attorney's fees, including all appeals from the non-prevailing party.

39. RECORDING/MEMORANDUM  OF LEASE.  At  Landlord's  request  at any time during
the Term,  Tenant agrees to  immediately  join in a Memorandum  of Lease,  which
Memorandum may be recorded in the Public Records of Broward County,  Florida. In
no event shall this Lease be recorded.

40. LANDLORD'S  DEFAULT.  Should  Landlord  be in default  under any of the
terms,  covenants or conditions of this Lease, Tenant shall give Landlord prompt
written notice thereof,  and Tenant shall allow Landlord a reasonable  length of
time in which to cure such  default,  which time shall not, in any event be less
than thirty (30) days from the date of Landlord's receipt of such notice. If the
default  cannot be cured within such thirty (30) days, no event of default shall
be deemed to have occurred so long as Landlord shall commence the curing of such
default  within the  thirty  (30) day  period  and shall  thereafter  diligently
continue the curing of the same.

41. HAZARDOUS WASTE. Tenant shall keep the Property free of Hazardous Materials.
Without limitation to the foregoing,  Tenant shall neither cause nor permit: (i)
the Premises to be used to manufacture,  process,  transport,  store, handle, or
dispose  of,  Hazardous  Materials,  except in  compliance  with all  applicable
Governmental  Requirements,  nor (ii) a release of Hazardous  Materials onto the
Property,  or any other property as a result of any intentional or unintentional
act or omission on the part of Tenant.  Tenant shall defend,  indemnify and hold
harmless Landlord,  and Landlord's  employees,  agents,  officers and directors,
from  and  against  any  claims,   demands,   penalties,   fines,   liabilities,
settlements,  damages, costs or expenses of any kind or nature, known or unknown
contingent or otherwise (including, without limitation,  attorneys' fees at both
the trial and appellate  levels,  consultant fees,  investigation and laboratory
fees,  court  costs  and  litigation  expenses),  arising  out of, or in any way
related to any of the following  caused by Tenant:  (i) the presence,  disposal,
release or threatened  release of any Hazardous  Materials which are on, from or
affecting  soil,  water,  vegetation,  buildings,  personal  property,  persons,
animals or otherwise;  (ii) any personal  injury,  including  wrongful death, or
damage  to  property,  real  or  personal,  arising  out of or  related  to such
Hazardous  Materials;  (iii) any  lawsuit  brought,  threatened  or  settled  or
Governmental  Requirement  related  to such  Hazardous  Materials;  and (iv) any
violation of Governmental  Requirements,  or demands of Governmental Authorities
or of any policies or  requirements  of Landlord  which are based upon or in any
way related to such Hazardous Materials. The term "Hazardous Material" includes,
without limitation, any flammable explosives,  radioactive materials,  Hazardous
Materials,  hazardous wastes, hazardous or toxic substances or related materials
defined in the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended (42


<PAGE>


U.S.C. ss.9601 ET SEQ.), the Hazardous Materials  Transportation Act, as amended
(49  U.S.C.ss.1801  et seq.),  the Resource  Conservation  and Recovery  Act, as
amended (42  U.S.C.ss.6901  ET SEQ.),  the regulations  adopted and publications
promulgated pursuant to the foregoing and any other Governmental requirements as
promulgated  from  time to  time.  The  provision  of this  Section  shall be in
addition to any and all other  obligations  and  liabilities  Tenant may have to
Landlord at law or in equity under any of the  documents  executed in connection
with this Lease, and shall survive the termination of this Lease.

42. RADON GAS. Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks
to persons who are exposed to it over time.  Levels of radon that exceed federal
and state  guidelines  have  been  found in  buildings  in  Florida.  Additional
information  regarding  radon and radon testing may be obtained from your county
public health unit.

    IN WITNESS  WHEREOF,  the respective  parties have signed,  sealed and
delivered this Lease on the date and year written below.

    WITNESSES:                                  LANDLORD:


    Dawn Schlegel                               Terry Brooks
                                                V.A.E. ENTERPRISES, a New York
                                                General Partnership



Accepted:  SANDRA HATFIELD
         ________________________
           Point Blank Body Armor