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                                PROMISSORY NOTE


$10,000,000.00                                             November 14, 1996
                                                      Camden County, Georgia

         FOR VALUE RECEIVED, the undersigned, ARMOR HOLDINGS, INC., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of BARNETT
BANK, N.A. (the "Lender"), whose address is 50 North Laura Street,
Jacksonville, Florida 32202, the outstanding principal balance of this Note,
together with accrued interest hereunder, in accordance with the terms set
forth herein. This Note shall be governed by the following provisions:

         I. Advances. The Borrower and the Lender are parties to a Loan
Agreement (as amended or restated from time to time, the "Loan Agreement") of
even date herewith governing borrowings under this Note. The Borrower may
borrow, repay and reborrow principal amounts hereunder on a revolving basis
from the date hereof through November 13, 1997, subject to the terms contained
herein and in the Loan Agreement. Notwithstanding the foregoing, the
outstanding principal balance hereof shall not exceed $10,000,000.00 (or such
lesser amount as is set forth in the Loan Agreement) at any one time.

         II.  Payments.

                  A. The Borrower shall pay all accrued interest hereunder on
the first day of each calendar month during the term hereof commencing on
December 1, 1996, and continuing on the first day of each calendar month
thereafter.

                  B. The Borrower shall pay all outstanding principal
hereunder, together with all then accrued and unpaid interest, on
November 14, 1997.

         III.  Interest.

                  A. Except as otherwise provided herein, interest shall
accrue on the outstanding principal balance of this Note at a rate equal to
the Prime Rate less one-quarter of one percent (0.25%) per annum. The Prime
Rate shall be the interest rate announced from time to time by Barnett Banks,
Inc. as its prime rate. The Prime Rate is a reference rate and is not
necessarily the lowest or best rate the Lender may from time to time charge
its customers. For purposes of this Note, any change in the Prime Rate shall
be effective as of the Lender's opening of business on the effective date
of the change.

                  B. Notwithstanding the foregoing, the Borrower may elect to
pay interest on all or a portion of the outstanding principal hereunder for
periods of 30, 60 or 90 days (each, an "Interest Period") at an Adjusted Libor
Rate (as defined herein). The Borrower may make such election by delivering
written notice


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thereof to the Lender at least two business days before the commencement of
the Interest Period. The notice shall state: (i) the date upon which the
Interest Period shall commence (which shall not be a Saturday, Sunday or legal
holiday); (ii) whether such Interest Period shall be for 30, 60 or 90 days;
and (iii) the aggregate principal amount which shall bear interest at the
Adjusted Libor Rate (which amount is referred to herein as the "Libor
Amount"). If the Borrower duly elects for interest to accrue hereunder at the
Adjusted Libor Rate, then interest shall accrue at the Adjusted Libor Rate on
the applicable Libor Amount during the applicable Interest Period. Any
election hereunder shall be irrevocable during the term of the Interest
Period, and no Interest Period elected hereunder shall extend beyond November
14, 1997. The Borrower shall not be entitled to have more than ten interest
rates in effect at any one time during the term of this Note. Each Libor
Amount shall be in an increment of $50,000, and no Libor Amount shall be less
than $250,000. The Adjusted Libor Rate shall be a daily rate that is two and
one-quarter percent (2.25%) per annum over the Libor Rate (as defined herein).
The Libor Rate for each Interest Period shall mean the offered rate for
deposits in United States dollars in the London Interbank market for period
equal to the applicable Interest Period which appears on the Reuters Screen
LIBO Page as of 11:00 a.m. (London time) on the day that is two London Banking
Days (as defined herein) preceding the first Banking Business Day (as defined
herein) of the Interest Period. If at least two such offered rates appear on
the Reuters Screen LIBO Page, the rate will be the arithmetic mean of such
offered rates. The Lender may, in its discretion, use any other publicly
available index or reference rate showing rates offered for United States
dollar deposits in the London Interbank market as of the applicable date. In
addition, the Lender may, in its discretion, use rate quotations for monthly
periods in lieu of quotations for substantially equivalent daily periods. For
purposes hereof, the following terms shall have the following meanings:

                           (i) "Banking Business Day" shall mean each day
         other than a Saturday, a Sunday or any holiday on which commercial
         banks in Jacksonville, Florida are closed for business.

                           (ii) "London Banking Day" shall mean each day other
         than a Saturday, a Sunday or any holiday on which commercial banks in
         London, England are closed for business.

                  C. All interest hereunder shall be calculated on the basis 
of a 360-day year (based upon the actual number of days elapsed).

                  D. The total liability of the Borrower and any endorsers or
guarantors hereof for payment of interest shall not exceed any limitations 
imposed on the payment of interest by

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applicable usury laws. If any interest is received or charged by any holder
hereof in excess of that amount, the Borrower shall be entitled to an
immediate refund of the excess.

                  E. Upon the occurrence of an Event of Default hereunder,
interest shall accrue at the Default Rate hereinafter set forth notwithstanding
the provisions of this Section.

         IV. Prepayment.  The Borrower shall be entitled to prepay
this Note in whole or in part at any time without penalty. Notwithstanding the
foregoing and any other contrary provision set forth herein or in the Loan
Agreement: (a) the Borrower shall not be permitted to prepay any Libor Amount
prior to the expiration of any applicable Interest Period; and (b) any such
Libor Amounts shall not be repaid or reborrowed on a revolving basis during any
applicable Interest Period.

         V. Application of Payments.  All payments hereunder shall be
applied first to the Lender's costs and expenses, then to fees authorized
hereunder or under the Loan Agreement, then to interest and then to principal.

         VI. Default. Any Event of Default under the Loan Agreement shall be
considered an "Event of Default" hereunder. If any Default (as defined in the
Loan Agreement) or any Event of Default shall occur, the Lender may, without
notice to the Borrower, refuse to advance any more funds hereunder or under
the Loan Agreement. In addition, if any Event of Default shall occur, the
Lender may, in the manner set forth in the Loan Agreement, declare the
outstanding principal of this Note, all interest thereon and all other amounts
payable under this Note or otherwise to be forthwith due and payable.
Thereupon, this Note, all such interest and all such amounts shall become and
be forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower.
From and after the occurrence of an Event of Default, all outstanding
principal hereunder, and accrued and unpaid interest and other charges
hereunder, shall bear interest at the rate of either two percent (2%) per
annum above the Prime Rate until paid or, if such rate is usurious under the
laws of Florida, then at the highest legal rate permissible thereunder (the
"Default Rate").

         VII. Expenses. All parties liable for the payment of this Note agree
to pay the Lender all reasonable costs incurred by it in connection with the
collection of this Note. Such costs include, without limitation, reasonable
fees for the services of counsel and legal assistants employed to collect this
Note, whether or not suit be brought, and whether incurred in connection with
collection, trial, appeal or otherwise. All such parties further agree to
indemnify and hold the Lender harmless against liability for the payment of
state documentary stamp taxes, intangible taxes or other taxes (including
interest and penalties, if any), excluding income

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or service taxes of the Lender, which may be determined to be payable with
respect to this transaction.

         VIII. Substitute Rate. Anything herein to the contrary
notwithstanding, if within two business days prior to the first day of any
Interest Period during which interest will accrue at the Adjusted Libor Rate
the Lender is not, for any reason whatsoever, able to obtain rates to enable
it to determine the Adjusted Libor Rate, the Lender shall give the Borrower
prompt notice thereof. The Note shall thereafter accrue interest at the rate
set forth in Subsection 3(a) hereof.

         IX. Change of Law. Notwithstanding any other provision herein, if any
applicable law, rule or regulation or the interpretation or administration
thereof makes it unlawful for the Lender to (i) honor any commitment it may
have hereunder to accrue interest at the Adjusted Libor Rate, then such
commitment shall terminate, or (ii) maintain any accrual of interest at the
Adjusted Libor Rate, then interest shall immediately upon notice from the
Lender accrue at the rate set forth in Subsection 3(a) hereof.

         X. Miscellaneous. The Borrower shall make all payments hereunder in
lawful money of the United States at the Lender's address set forth herein
or at such other place as the Lender may designate in writing. The remedies of
the Lender as provided herein shall be cumulative and concurrent, and may be
pursued singly, successively or together, at the sole discretion of the Lender
and may be exercised as often as occasion therefor shall arise. No act of
omission or commission of the Lender, including specifically any failure to
exercise any right, remedy or recourse, shall be effective, unless set forth
in a written document executed by the Lender, and then only to the extent
specifically recited therein. A waiver or release with reference to one event
shall not be construed as continuing, as a bar to, or as a waiver or release
of any subsequent right, remedy or recourse as to any subsequent event. This
Note shall be construed and enforced in accordance with Florida law and shall
be binding on the successors and assigns of the parties hereto. The term
"Lender" as used herein shall mean any holder of this Note. The Lender may, at
its option, round any or all fractional amounts under Section 3 upwards to the
next higher 1/100 of 1%.

                  The Borrower hereby: (i) waives demand, notice of demand,
presentment for payment, notice of nonpayment or dishonor, protest, notice of
protest and all other notice, filing of suit and diligence in collecting this
Note; (ii) agrees to any substitution, addition or release of any party or
person primarily or secondarily liable hereon; and (iii) agrees that the
Lender shall not be required first to institute any suit, or to exhaust his,
their or its remedies against the Borrower or any other person or party to

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become liable hereunder, or against any collateral in order to enforce payment
of this Note.

                                        ARMOR HOLDINGS, INC.


                                        By___________________________________

                                        Its__________________________________

                                                     (CORPORATE SEAL)



STATE OF GEORGIA

COUNTY OF CAMDEN

         The foregoing instrument was executed, acknowledged and delivered
before me this _____ day of November, 1996, by ________________________ the
_____________________ of Armor Holdings, Inc., on behalf of the corporation,
in Camden County, Georgia.


                                             ------------------------------
                                             Notary Public, State and County
                                                aforesaid
                                             Print Name: __________________

                                             My Commission Expires:

                                                        [Notary Seal]

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