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EXHIBIT 10.4



                               SECURITY AGREEMENT


         THIS AGREEMENT is made this 14th day of November, 1996, by ARMOR
HOLDINGS, INC., a Delaware corporation (the "Debtor"), whose address is 191
Nassau Place Road, Yulee, Florida 32097, in favor of BARNETT BANK, N.A. (the
"Secured Party"), whose address is 50 N. Laura Street, Jacksonville, 
Florida 32202.

         For good and valuable consideration, the Debtor agrees as follows:

          I.      Security Interest.  In consideration of and as an
inducement for the Secured Party's extending or continuing to
extend credit to the Debtor, the Debtor hereby gives the Secured
Party a continuing and unconditional security interest (the
"Security Interest") in, and assigns to the Secured Party, the
assets described below and all parts, accessories, attachments,
additions, replacements, accessions, substitutions, increases,
profits, income, distributions, proceeds and products thereof and
thereto in any form (including, without limitation, insurance
proceeds) together with all records (including, without limitation,
computer tapes, disks and records) relating thereto (the
"Collateral"):

                  A. All of the Debtor's inventory (whether now owned or
         hereafter acquired), including without limitation all goods held for
         sale or lease or to be furnished under contracts of service, raw
         materials, work in process and materials to be used or consumed in
         the Debtor's business.

                  B. All of the Debtor's right to receive payments from
         any source and for any reason (whether characterized as accounts,
         chattel paper, choses-in-action, contract rights, general
         intangibles, instruments, notes or otherwise) (whether now existing
         or hereafter arising) including, without limitation, the Debtor's
         right to receive payments for goods and other products sold or leased
         or for services rendered, whether or not earned by performance or
         recognized or billed by the Debtor.

                  C. All of the Debtor's receivables and accounts
         (whether now existing or hereafter arising).

          The Collateral also includes other assets of the same class or
classes hereafter owned or acquired by the Debtor and the Secured Party shall
have a security interest in all such after acquired assets and all parts,
accessories, attachments, additions, replacements, accessions, substitutions,
increases, profits, income, distributions, proceeds and products thereof in
any form.

          II.     Indebtedness Secured.  The borrowing relationship between
the Debtor and the Secured Party may be a continuing one and may
include numerous types of extensions of credit, loans, overdraft


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payments or advances made directly or indirectly to or for the benefit of the
Debtor. Accordingly, this Agreement and the Security Interest created by it
secures payment of all obligations of any kind owing by the Debtor to the
Secured Party (the "Indebtedness"). The Indebtedness includes, without
limitation, those obligations of the Debtor which: (a) are now existing or
hereafter incurred; (b) are direct or indirect; or (c) arise from loans,
guaranties, endorsements, letters of credit, reimbursement agreements, drafts,
acceptances or otherwise. The Indebtedness may be: (a) related or unrelated to
the extension of credit contemplated in that certain Loan Agreement, dated as
of the date hereof between the Debtor and the Secured Party (as amended or
restated from time to time, the "Loan Agreement"), or any extensions, renewal
or modifications thereof; (b) of the same or a different class as the primary
obligation; and (c) from time to time reduced or extinguished and thereafter
increased or re-incurred. The Indebtedness specifically includes, without
limitation, any sums advanced and any expenses or obligations incurred by the
Secured Party pursuant to this Agreement or any other agreement concerning,
evidencing or securing obligations of the Debtor to the Secured Party and any
liabilities of the Debtor to the Secured Party arising from any sources
whatsoever.

          III.    Warranties of Debtor.  The Debtor warrants and so
long as this Agreement continues in force shall be deemed
continuously to warrant that:

                  A. The Debtor is the owner of the Collateral free of
         all security interests or other encumbrances, except the
         Security Interest and except for liens and other matters set
         forth on Exhibit "A" attached hereto.

                  B. The Debtor is authorized to enter into the Security
         Agreement.

                  C. The Collateral is used or bought for use primarily
         in business or professional operations.

                  D. The Collateral is or will be located at the Debtor's
         addresses specified on Exhibit "B" attached hereto.

                  E. The chief executive office of the Debtor is at the
         address set forth above.  The Debtor does not operate under
         any trade names.

                  F. Each instrument, account, general intangible, receivable
         and chattel paper constituting the Collateral is genuine and
         enforceable in accordance with its terms against the party obligated
         to pay the same (the "Account Debtor"), and each Account Debtor has
         no defense, setoff, claim or counterclaim against the Debtor.


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                  G. The amount represented by the Debtor to the Secured
         Party as owing by each Account Debtor or by all Account
         Debtors is the correct amount actually and unconditionally
         owing by such Account Debtor or Debtors, except for normal cash
         discounts where applicable.

                  H. If the Collateral is or will become a fixture, it will be
         affixed to or located on real property at the Debtor's addresses
         specified in Exhibit "B". The real property to or on which the
         Collateral will be affixed is owned by the persons and described as
         set forth in Exhibit "B" attached hereto.

          IV.     Covenants of Debtor. So long as this Agreement has not been
terminated as provided hereafter, the Debtor: (a) will defend the Collateral
against the claims of all other persons except for liens and other matters set
forth on Exhibit "A" attached hereto; (b) will keep the Collateral free from
all security interests or other encumbrances, except the Security Interest and
except for liens and other matters set forth on Exhibit "A" attached hereto;
(c) will not assign, deliver, sell, transfer, lease or otherwise dispose of
any of the Collateral or any interest therein without the prior written
consent of the Secured Party, except that prior to an Event of Default, the
Debtor may sell or lease inventory in the ordinary course of the Debtor's
business; (d) will keep in accordance with generally accepted accounting
principles consistently applied, accurate and complete records concerning the
Collateral and upon the Secured Party's request will mark any of such
records and all or any other Collateral to give notice of the Security
Interest and will permit the Secured Party or its agents to inspect the
Collateral and to audit and make abstracts of such records or any of the
Debtor's books, ledgers, reports, correspondence and other records; (e)
upon demand, will deliver to the Secured Party any documents of title and any
chattel paper representing or relating to the Collateral or any part thereof,
schedules, invoices, shipping or delivery receipts, purchase orders, contracts
or other documents representing or relating to purchases or other acquisitions
or sales or leases or other dispositions of the Collateral and proceeds
thereof and any and all other schedules, documents and statements which the
Secured Party may from time to time reasonably request; (f) will notify the
Secured Party immediately of any default by Account Debtors in payment or
other performance of material obligations with respect to any Collateral; (g)
without the Secured Party's written consent, will not make or agree to
make any alteration, modification or cancellation of or substitution for or
credits adjustments or allowances on any Collateral; (h) will keep the
Collateral at the addresses specified in Exhibit "B" until the Secured Party
is notified in writing of any change in its location, and the Debtor will not
change the location of the Debtor's chief executive office without the
written consent of the Secured Party (which consent shall not be unreasonably
withheld or delayed), except that the Debtor shall be entitled to change its
chief executive office to a 

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location in Jacksonville, Florida without the Secured Party's prior consent;
(i) will notify the Secured Party promptly in writing of any change in the
Debtor's address, name, trade names or identity from that specified above or of
any change in the location of the Collateral; (j) will permit the Secured Party
or its agents to inspect the Collateral; (k) will keep the Collateral in good
condition and repair and will not use the Collateral in violation of any
provisions of this Agreement, any applicable statute, regulation or ordinance
or any policy of insurance insuring the Collateral; (l) will execute and
deliver to the Secured Party such financing statements, landlord waivers and
other documents reasonably requested by the Secured Party, and take such other
action and provide such further assurances as the Secured Party may reasonably
deem advisable to evidence, perfect or enforce the Security Interest created by
this Agreement; (m) will pay all taxes, assessments and other charges of every
nature which may be levied or assessed against the Collateral (unless the same
are being contested in good faith); (n) will insure the Collateral against
risks by obtaining policies (none of which shall be cancellable without at
least 30 days prior written notice to the Secured Party) in coverage, form and
amount and with companies reasonably satisfactory to the Secured Party,
containing a loss payee provision in favor of the Secured Party, and at the
Secured Party's request will deliver each policy or certificate of insurance
therefor to the Secured Party; (o) will prevent any part of the Collateral from
becoming an accession to other goods not covered by this Agreement; (p) will
prevent the Collateral or any part of the Collateral from becoming a fixture
(unless the Collateral is specified as a fixture); and (q) if any certificate
of title may be issued with respect to any of the Collateral, will cause the
Secured Party's interest under this Agreement to be noted on the certificate
and will deliver the original certificate to the Secured Party.

          V.      Verification.  The Secured Party may verify any
Collateral in any manner and through any medium which the Secured
Party may deem appropriate, and the Debtor shall furnish such
assistance as the Secured Party may reasonably require in
connection therewith.

          VI.     Default.

                  A. Each of the following shall constitute an "Event of
         Default" hereunder: (i) the occurrence of an Event of Default under
         the Loan Agreement; (ii) failure by the Debtor to perform any
         material obligations under this Agreement or under any other
         agreement between the Debtor and the Secured Party or by the Debtor
         in favor of the Secured Party, time being of the essence (subject,
         however, to any applicable notice and cure periods); (iii) material
         falsity in any certificate, statement, representation, warranty or
         audit at any time furnished by or on behalf of the Debtor or any
         endorser or guarantor or any other party liable for payment of all or
         part 


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         of the Indebtedness, pursuant to or in connection with this Agreement
         or otherwise to the Secured Party, including warranties in this
         Agreement and including any omission to disclose any substantial
         contingent or liquidated liabilities required to be disclosed) or any
         material adverse change in facts disclosed by any certificate,
         statement, representation, warranty or audit furnished to the Secured
         Party; or (iv) any attachment or levy against the Collateral or any
         other occurrence which inhibits the Secured Party's free access to
         the Collateral (including, without limitation, the Secured Party's
         receipt of any notice from a lessor of real property where collateral
         is located indicating that the lease will be terminated prior to its
         scheduled termination date) (except, however, that the relocation of
         the Debtor's principal offices to Jacksonville, Florida shall not be
         deemed an Event of Default hereunder or under any other Loan
         Document).

                  B. Upon the occurrence of an Event of Default, the Secured
         Party may exercise such remedies and rights as are available
         hereunder, under the Loan Agreement or otherwise (including without
         limitation, acceleration of the Indebtedness or any part thereof).

                  C. Upon the occurrence of any Event of Default, the Secured
         Party's rights with respect to the Collateral shall be those of a
         secured party under the Uniform Commercial Code and any other
         applicable law in effect from time to time. The Secured Party shall
         also have any additional rights granted herein and in any other
         agreement now or hereafter in effect between the Debtor and the
         Secured Party. If requested by the Secured Party, the Debtor will
         assemble the Collateral and make it available to the Secured Party at
         a place to be designated by the Secured Party.

                  D. The Debtor agrees that any notice by the Secured Party of
         the sale or disposition of the Collateral or any other intended
         action hereunder, whether required by the Uniform Commercial Code or
         otherwise, shall constitute reasonable notice to the Debtor if the
         notice is mailed by regular or certified mail, postage prepaid, at
         least five days before the action to the Debtor's address as
         specified in this Agreement or to any other address which the Debtor
         has specified in writing to the Secured Party as the address to which
         notices shall be given to the Debtor.

                  E. The Debtor shall pay all costs and expenses incurred by
         the Secured Party in enforcing this Agreement, realizing upon any
         Collateral and collecting any Indebtedness (including a reasonable
         attorney's fee) whether suit is brought or not and whether
         incurred in connection with collection, trial, appeal or otherwise
         and, to the extent of the Debtor's liability for repayment of any
         of the Indebtedness, shall be liable for any deficiencies in the
         event the proceeds of 


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         disposition of the Collateral do not satisfy the Indebtedness in
         full. Nothing contained herein shall be deemed to require the Secured
         Party to proceed against the Collateral or any part thereof before or
         as a condition to the pursuit of any of its other rights and remedies
         in respect of the Indebtedness.

         VII.     Miscellaneous.

                  A. The Debtor authorizes the Secured Party at the
         Debtor's expense to file any financing statements relating to the
         Collateral (without the Debtor's signature thereon) which the
         Secured Party deems appropriate and the Debtor irrevocably appoints
         the Secured Party as the Debtor's attorney-in-fact to execute any
         such financing statements in the Debtor's name and to perform all
         other acts which the Secured Party deems appropriate to perfect and
         to continue perfection of the Security Interest.

                  B. The Debtor hereby irrevocably consents to any act by the
         Secured Party or its agents in entering upon any premises for the
         purposes of either (i) inspecting the Collateral or (ii) taking
         possession of the Collateral after any Event of Default in any
         commercially reasonable manner; and the Debtor hereby waives its
         right to assert against the Secured Party or its agents any claim
         based upon trespass or any similar cause of action for entering upon
         any premises where the Collateral may be located.

                  C. The Debtor authorizes the Secured Party to collect and
         apply against the Indebtedness any refund of insurance premiums or
         any insurance proceeds payable on account of the loss or damage to
         any of the Collateral and appoints the Secured Party as the
         Debtor's attorney-in-fact to endorse any check or draft
         representing such proceeds or refund.

                  D. Upon the Debtor's failure to perform any of its
         duties hereunder, the Secured Party may, but it shall not be
         obligated to, perform any of the duties and the Debtor shall
         forthwith upon demand reimburse the Secured Party for any expenses
         incurred by the Secured Party in so doing.

                  E. No delay or omission by the Secured Party in exercising
         any right hereunder or with respect to any Indebtedness shall operate
         as a waiver of that or any other right, and no single or partial
         exercise of any right shall preclude the Secured Party from any other
         or further exercise of the right or the exercise of any other right
         or remedy. The Secured Party may cure any Event of Default by the
         Debtor in any reasonable manner without waiving the Event of Default
         so cured and without waiving any other prior or subsequent Event of
         Default by the Debtor. All rights and remedies of the Secured Party
         under this Agreement and under the Uniform Commercial Code shall be
         deemed cumulative.


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                  F. The Secured Party shall exercise reasonable care in the
         custody and preservation of the Collateral to the extent required by
         law and it shall be deemed to have exercised reasonable care if it
         takes such action for that purpose as the Debtor shall reasonably
         request in writing; however, no omission to do any act not requested
         by the Debtor shall be deemed a failure to exercise reasonable care
         and no omissionto comply with any requests by the Debtor shall of
         itself be deemed a failure to exercise reasonable care. The Secured
         Party shall have no obligation to take and the Debtor shall have the
         sole responsibility for taking any steps to preserve rights against
         all prior parties to any instrument or chattel paper in the Secured
         Party's possession as Collateral or as proceeds of the Collateral.
         The Debtor waives notice of dishonor and protest of any instrument
         constituting Collateral at any time held by the Secured Party on
         which the Debtor is in any way liable and waives notice of any other
         action taken by the Secured Party.

                  G. After the occurrence of any Event of Default, the Secured
         Party may notify any Account Debtor of the Security Interest and may
         also direct such Account Debtor to make all payments on the
         Collateral to the Secured Party. All payments on and other proceeds
         from the Collateral received by the Secured Party directly or from
         the Debtor shall be applied to the Indebtedness in such order and
         manner and at such time as the Secured Party shall in its sole
         discretion determine. Unless the Secured Party notifies the Debtor in
         writing that it dispenses with one or more of the following
         requirements, any payments on or other proceeds of the Collateral
         received by the Debtor after notification to any Account Debtor in
         accordance with the terms hereof shall be held by the Debtor in trust
         for the Secured Party in the same medium in which received, shall not
         be commingled with any assets of the Debtor and shall be turned over
         to the Secured Party not later than the next business day following
         the day of their receipt. The Debtor shall also promptly notify the
         Secured Party of the return to or repossession by the Debtor of goods
         underlying any Collateral.

                  H. The Debtor authorizes the Secured Party without affecting
         the Debtor's obligations hereunder from time to time (i) to take
         from any party and hold collateral (other than the Collateral) for
         the payment of the Indebtedness or any part thereof, and to exchange,
         enforce or release such collateral or any part thereof, (ii) to
         accept and hold the endorsement or guaranty of payment of the
         Indebtedness or any part thereof and to release or substitute any
         such endorser or guarantor or any party who has given any security
         interest in any collateral as security for the payment of the
         Indebtedness or any part thereof or any party in any way obligated to
         pay the Indebtedness or any part thereof; and (iii) upon the
         occurrence of any Event of Default to direct the manner of the

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         disposition of the Collateral and any other collateral and the
         enforcement of any endorsements or guaranties relating to the
         Indebtedness or any part thereof as the Secured Party in its sole
         discretion may determine.

                  I. The Secured Party may demand, collect and sue for
         all proceeds (either in the Debtor's name or the Secured
         Party's name at the Secured Party's option), with the right to
         enforce, compromise, settle or discharge any proceeds.  The
         Debtor irrevocably appoints the Secured Party as the Debtor's
         attorney-in-fact to endorse the Debtor's name on all checks,
         commercial paper and other instruments pertaining to the proceeds
         before or after the occurrence of an Event of Default.

                  J. The rights and benefits of the Secured Party under
         this Agreement shall, if the Secured Party agrees, inure to
         any party acquiring an interest in the Indebtedness or any
         part thereof.

                  K. The terms "Secured Party" and "Debtor" as used in
         this Agreement include the heirs, personal representatives and
         successors or assigns of those parties.

                  L. If more than one Debtor executes this Agreement, the term
         "Debtor" includes each of the Debtors as well as all of them, and
         their obligations under this Agreement shall be joint and several.

                  M. This Agreement may not be modified or amended nor
         shall any provision of it be waived except in writing signed
         by the Debtor and by an authorized officer of the Secured
         Party.

                  N. This Agreement shall be construed under the Florida
         Uniform Commercial Code and any other applicable laws in
         effect from time to time.

                  O. This Agreement is a continuing agreement which shall
         remain in force until the Secured Party shall actually receive
         written notice of its termination and thereafter until all of the
         Indebtedness contracted for or created before receipt of the notice
         and any extensions or renewals of that Indebtedness (whether made
         before or after receipt of the notice) including without limitation
         all interest thereon both before and after receipt of the notice
         shall be paid in full.

          VIII.   Pledged Instruments and Securities.  If any part of
the Collateral is instruments, securities or certificates (including, without 
limitation, certificates of deposit), the following provisions apply in addition
to and not in lieu of the other provisions of this Agreement:

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                  (a) If any part of the Collateral is securities, the Debtor
         irrevocably constitutes and appoints the Secured Party, whether or
         not the securities have been transferred into the name of the Secured
         Party or its nominee, as the Debtor's proxy with full power to
         (i) attend all meetings of securities holders of the issuer of the
         securities (the "Issuer") held after the date of this Agreement and
         to vote the securities at those meetings in such manner as the
         Secured Party shall in its sole discretion deem appropriate,
         including without limitation, in favor of liquidation of the Issuer;
         (ii) to consent in the sole discretion of the Secured Party to any
         action by or concerning the Issuer for which the consent of the
         securities holders of the Issuer is or may be necessary or
         appropriate; and (iii) without limitation to do all things which the
         Debtor could do as a securities holder of the Issuer with full power
         of substitution. Notwithstanding the foregoing, the Debtor alone
         shall have the rights under this paragraph and the Secured Party may
         not exercise those rights (whether or not the securities have been
         transferred into the name of the Secured Party or its nominee) so
         long as no Event of Default has occurred. The proxy contained in this
         paragraph shall terminate when this Agreement terminates as provided
         hereafter. The Debtor hereby revokes all proxies heretofore given to
         any person or persons and agrees not to give any other proxies in
         derogation of this proxy so long as this Agreement is in force.

                  (b) The Debtor authorizes and appoints the Secured Party as
         the Debtor's attorney-in-fact to transfer, from and after the
         occurrence of an Event of Default, all or any part of any
         instruments, securities or certificates constituting Collateral into
         the Secured Party's name or that of its nominee so that the
         Secured Party or its nominee may appear of record as the sole owner
         of the instruments, securities or certificates. After the occurrence
         of any Event of Default, the Debtor waives all rights to be advised
         or to receive any notices, statements or communications received by
         the Secured Party or its nominee as the record owner, and agrees that
         no proxy or proxies issued by the Secured Party to the Debtor or its
         designee shall thereafter be effective.

                  (c) (i) Until the occurrence of an Event of Default, the
                  Debtor reserves the right to receive all income from the
                  instruments, securities or certificates and if the Secured
                  Party receives any of that income prior to default it will
                  pay the income promptly to the Debtor.

                      (ii) After the occurrence of an Event of Default, the
                  Debtor will not demand or receive any income from the
                  instruments, securities or certificates and if the Debtor
                  receives any of that income, without demand the Debtor will
                  pay it promptly to the Secured Party. The Secured Party may
                  apply the net cash receipts of such income to


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                  payment of any of the Indebtedness but the Secured Party
                  shall account for and pay over to the Debtor any income
                  remaining after full payment of the Indebtedness.

                  (d) (i) Whether or not an Event of Default has occurred, the
                  Debtor authorizes the Secured Party to receive any increase
                  in or dividends-in-kind on the securities, instruments or
                  certificates and any distribution upon the dissolution and
                  liquidation of the Issuer of the securities, instruments or
                  certificates, to surrender such securities, instruments or
                  certificates or any part thereof in exchange therefor, and
                  to hold the receipt from any distribution or increase as
                  part of the Collateral. However, the Secured Party or its 
                  nominee need not collect interest on or principal of any 
                  instruments, securities or certificates or give any notice 
                  of nonpayment with respect to such principal or interest.

                      (ii) If the Debtor receives any such increase, profits
                  or distribution, the Debtor will deliver such receipts
                  promptly to the Secured Party to be held by the Secured
                  Party as provided in this paragraph.

          IX.     Waiver.  IF AN EVENT OF DEFAULT SHOULD OCCUR, THE DEBTOR
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THE DEBTOR MAY 
HAVE TO NOTICE AND A HEARING BEFORE THE SECURED PARTY TAKES POSSESSION OF THE 
COLLATERAL BY SELF-HELP, REPLEVIN, ATTACHMENT, SETOFF OR OTHERWISE.


         EXECUTED and delivered as of the day and year first above written.

                        ARMOR HOLDINGS, INC.


                        By:__________________________________

                           Its:______________________________


                                         (CORPORATE SEAL)


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