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                                                                   EXHIBIT 10.6



                             WAIVER OF JURY TRIAL

         This Waiver is made this 14th day of November, 1996, by BARNETT BANK,
N.A. (the "Bank") and the undersigned customers (the "Customers").

                                    RECITALS

         The Bank is this day entering into a credit facility with Armor
Holdings, Inc. (the "Borrower"). The parties recognize that the credit
facility is a relatively complex business transaction and that the documents
relating thereto are relatively lengthy and technical in nature and may be
susceptible to misinterpretation if isolated provisions are the subject of
review. The parties believe that a judge, rather than a jury, will be the most
efficient and best qualified trier of fact in the event of any dispute as to
the rights and obligations of the parties. The Bank and the Customers are
executing this Agreement to set forth their agreement with respect to the
resolution of such disputes.

         NOW, THEREFORE, for ten dollars and other good and valuable
consideration, the parties agree as follows:

         I. Each of the parties hereto knowingly, voluntarily and
intentionally waives any right that it may have to a trial by jury in any
litigation arising out of, under or in connection with: (a) the Credit
Facility (as defined herein) or any documents, communications or transactions
related thereto; or (b) any course of conduct, course of dealing, statements
(whether oral or written), actions or omissions of any party hereto or any of
their respective Affiliates (as defined herein) in connection with or related
to the Credit Facility or otherwise. In addition, each party hereto shall
cause each of its Affiliates to waive any right that it may have to a trial by
jury in any such litigation, and no such party shall assert, maintain or
pursue any claim, defense or position in any such litigation unless each of
its Affiliates which is a party thereto shall have waived all rights to trial
by jury in such litigation. The waiver set forth herein shall extend to all
litigation by, against or involving any party hereto or its Affiliates
including, without limitation, actions, claims and suits based upon tort,
breach of contract, violation of law, fraud, inequitable conduct, bad faith,
misrepresentation or breach of fiduciary duty.

         II. Each of the parties irrevocably and unconditionally: (a) agrees
that any suit, action, or other legal proceeding arising out of or relating to
the Credit Facility may be brought in a court of record of the State of
Florida in Nassau County or Duval County; (b) consents to the jurisdiction of
each such court in any such suit, action, or proceeding; (c) waives any
objection which he, she or it may have to the laying of venue of any such
suit, action or proceeding in any of such courts; and (d) waives any right
that he,



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she or it may have to assert the defense of forum non-conveniens in
any such suit, action or proceeding.

         III.     For purposes hereof, the terms "Credit Facility" and
"Affiliate" shall have the following meanings:

                  A. "Credit Facility" shall mean and include: (i) any loan or
         loans heretofore, now or hereafter made by the Bank or any of its
         Affiliates to the Borrower or any of its Affiliates (as the same may
         be renewed, amended, restated or extended from time to time); (ii)
         any other extensions of credit heretofore, now or hereafter made by
         the Bank or any of its Affiliates to or for the benefit of the
         Borrower or any of its Affiliates (as the same may be renewed,
         amended, restated or extended from time to time); (iii) any guaranty
         of any of the foregoing loans or extensions of credit, whether now or
         hereafter in effect (as any such guaranty may from time to time be
         renewed, amended, restated or extended); and (iv) any loan agreement,
         note, security agreement, mortgage, environmental agreement, pledge,
         financing statement, guaranty agreement, consent, certificate or
         other document or agreement, whether now or hereafter in effect,
         relating in any way to any of the foregoing loans, extensions of
         credit or guaranties (as any such documents or agreements may be
         renewed, amended, restated or extended from time to time).

                  B. A party's "Affiliates" shall mean: (i) each person,
         corporation and other entity (each, a "Control Affiliate") that
         controls, is controlled by or is under common control with the party;
         and (ii) each executive officer or director of the party or any
         Control Affiliate of the party.

         IV.      The parties hereto have specifically discussed this
Agreement, and they have agreed that it is an essential part of
their agreement about the Credit Facility.

         V. If any one or more of the provisions contained in this Agreement
is declared or found by a court of competent jurisdiction to be invalid,
illegal or unenforceable, such provision or portion thereof shall be deemed
stricken and severed and the remaining provisions hereof shall continue in
full force and effect.

         VI. This Agreement shall be governed by and construed in accordance
with Florida law. This Agreement may not be modified, nor shall any provision
be waived, except by written instrument executed by all of the parties hereto.
This Agreement shall inure to the benefit of, and shall be binding upon, all
of the parties' respective successors, assigns and Affiliates. This
Agreement may be executed in one or more counterparts. Such counterparts shall
constitute one agreement. This Agreement shall be binding upon each person or
entity which signs the same or a counterpart hereof

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whether or not all persons or entities listed below sign this Agreement or a
counterpart hereof.

         Executed the day and year first above written.

                                    BANK:

                                    BARNETT BANK, N.A.


                                    By:__________________________________

                                       Its:______________________________



                                    CUSTOMERS:

                                    ARMOR HOLDINGS, INC.


                                    By:__________________________________

                                       Its:______________________________



                                    NIK PUBLIC SAFETY, INC.


                                    By:_________________________________

                                       Its:_____________________________



                                    DEFENSE TECHNOLOGY CORPORATION
                                             OF AMERICA


                                    By:_________________________________

                                       Its:_____________________________



                                    ARMOR HOLDINGS PROPERTIES, INC.


                                    By:_________________________________

                                       Its:_____________________________



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