TRANSFER AGREEMENT

         TRANSFER  AGREEMENT,  dated as of February 6, 1998 by and among Lanxide
Corporation  ("Lanxide"),   DHB  Capital  Group,  Inc.  ("DHB"),  Lanxide  Armor
Products, Inc. ("LAP"), Lanxide Electronic Components,  Inc. ("LEC") and Lanxide
Technology Company, L.P. ("LTC").

         WHEREAS,  pursuant  to the  terms  of  the  Assignment  Agreement  (the
"Assignment  Agreement"),  dated as of February 6, 1998,  by and between DHB and
E.I.  duPont de Nemours and Company  ("DuPont"),  DuPont has assigned all of its
right,  title and  interest  under  the  Letter  Agreement  (as  defined  in the
Assignment  Agreement)  relating  to  Option  1 (as  defined  in the  Assignment
Agreement); and

         WHEREAS,  Lanxide,  in connection with the execution of this Agreement,
is  simultaneously  notifying  DuPont  that  it does  not  intend  to  meet  its
obligations under the Note (as defined in the Assignment Agreement).

         NOW, THEREFORE, intending to be legally bound hereby, the parties agree
as follows:

         1. Transfer of LEC and LAP.

            (a) DHB hereby notifies Lanxide that it elects to acquire all of the
outstanding  common equity  securities of LEC and LAP (the "Equity  Securities")
pursuant to Option 1.

            (b) Lanxide hereby conveys,  assigns,  transfers and delivers to DHB
all of the Equity Securities (the "Equity Sale") pursuant to Option 1.

            (c)  Notwithstanding  the Equity Sale, Lanxide shall retain custody,
to the extent  permitted  by law, of (i) all  information  covered by LAP's U.S.
Government  Facility  Clearance  until DHB  obtains a U.S.  Government  Facility
Clearance covering such information and (ii) all assets covered by LAP's Federal
Firearms  License  until DHB obtains a Federal  Firearms  License  covering such
assets.

            (d) DHB hereby  agrees to use its best efforts,  and Lanxide  hereby
agrees to assist DHB in connection therewith, to cause LEC and LAP to hire, at a
minimum,  all of the persons  employed  as of February 2, 1998,  by LEC and LAP,
respectively, upon substantially the same wages that such persons were receiving
from LEC and LAP as of February 2, 1998 and  consistent  with  current  benefits
provided by DHB to its employees.

            (e) DHB hereby agrees to the cancellation of the outstanding  shares
of  preferred  stock of LEC that DuPont is  transferring  to DHB pursuant to the
Assignment Agreement and waives any and all rights relating thereto.

            (f)  Lanxide  hereby  represents  and  warrants  to DHB that (i) the
Equity Securities  constitute all of the issued and outstanding common equity of
LEC and LAP,  other than certain  options to acquire  securities  of LEC held by
employees of LEC representing no more than 10% of the common equity of LEC; (ii)
accounts  payable of LEC are not greater that $506,000 and the accounts  payable
of LAP are not greater than $320,000;  (iii) all rent on real estate occupied by
LEC and LAP at Marrows  Road has been paid  through  March 31;  (iv) LAP rent at
<PAGE>
Forge Road through March 31 will be paid by Lanxide; (v) the attached Equipm ent
List  represents  machinery and equipment owned or leased by LEC and LAP and, to
the extent necessary for operations,  is in satisfactory working condition; (vi)
financial  statements  and  other  documents  provided  to  DHB  by  Lanxide  in
connection with the transactions contemplated thereby, are to the best knowledge
of Lanxide, true and correct in all material respects or to be completed;  (vii)
Lanxide is current on its real estate  taxes;  and (viii)  utilities,  including
telephone  through the date hereof will be paid by Lanxide  from the proceeds of
asset sales. Lanxide will use its benefits to ensure that telephone service will
not be shut off pending such payments.  EXCEPT FOR THE FOREGOING REPRESENTATIONS
AND  WARRANTIES,  LANXIDE  HAS NOT MADE AND DOES NOT HEREBY  MAKE ANY EXPRESS OR
IMPLIED  REPRESENTATIONS  AND WARRANTIES OF ANY NATURE AND DHB  ACKNOWLEDGES AND
AGREES  THAT IT IS  ACQUIRING  LEC AND LAP  PURSUANT  TO THE OPTION ON AN "AS IS
WHERE IS" BASIS.

            (g) DHB hereby  releases  Lanxide  from any  further  obligation  or
liability under the Guarantee Agreement.

         2. Sale of LAP Equipment

            (a) DHB hereby sells,  conveys,  assigns,  transfers and delivers to
LTC, and LTC hereby purchases and acquires from DHB, all of the assets set forth
on Schedule I hereto (the "Asset Sale").

            (b) In  consideration  of the Asset Sale, upon the execution of this
Agreementl, LTC shall immediately pay an aggregate cash payment of $1.00 to DHB.

            (c) Lanxide  agrees to require any purchaser of the assets set forth
on Schedule 1 hereto from LTC to provide adequate  assurance that such purchaser
will provide  castable MMC Ingot to LEC on a basis no less  favorable than those
made available to any other customer of like quantity and quality of MMC Ingot.

         3. License Agreement

            (a) LTC and LEC each agrees that the License Agreement,  dated as of
July 25, 1995 , between LTC and LEC is hereby amended in the manner set forth in
Schedule 2 hereto, effective as of the date hereof.

            (b) LTC and LAP each agree that the  License  Agreement  dated as of
March 31, 1987,  between LTC and LAP (f/k/a Lanxide Products  Company,  Inc.) is
hereby amended in the manner set forth in Schedule 3 hereto, effective as of the
date hereof.

         4. Miscellaneous.

            (a)  Notwithstanding  anything  to the  contrary  contained  in this
Agreement,  no party hereto shall have any  obligation  or liability  under this
Agreement  until DHB pays DuPont  $4,800,000 in accordance  with Section 2(a) of
the Assignment Agreement.

            (b) All of the transactions  contemplated by this Agreement shall be
deemed to have occurred simultaneously, and no such transactions shall be deemed
to have been consummated until all such transactions have been consummated.

            (c) This Agreement may be amended,  modified or  supplemented at any
time by written Agreement of the parties hereto.
<PAGE>
            (d) This Agreement contains the entire  understanding of the parties
hereto with respect to its subject matter and  supersedes  all prior  agreements
and understandings, oral and written, with respect to its subject matter.

            (e)  Should  any  provision  of this  Agreement  for any  reason  be
declared invalid or  unenforceable,  such decision shall not affect the validity
or enforceability of any of the other provisions of this Agreement,  which other
provisions  shall  remain in full force and effect and the  application  of such
invalid or unenforceable  provision to persons or circumstances other than those
as to which it is held invalid or  unenforceable  shall be valid and be enforced
to the fullest extent permitted by law.

            (f) This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
executors,  successors and permitted assigns, but except as contemplated herein,
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned, directly or indirectly, by any party hereto without the prior
written  consent of the other parties  hereto.  Nothing  contained  herein shall
prohibit DHB from  sellinlg  LEC with its license from LTC or require  Lanxide's
consent thereto.

            (g) This Agreement is not intended and shall not be deemed to confer
upon or  give  any  person  except  the  parties  hereto  and  their  respective
successors and permitted assigns any remedy,  claim,  liability,  reimbursement,
cause of action or other right under or by reason of this Agreement.

            (h) This Agreement may be executed  simultaneously  in counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

            (i) This  Agreement  shall be  governed  by the laws of the State of
Delaware, without regard to the principles of conflicts of law thereof.
<PAGE>
         IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Transfer
Agreement as of the date first written above.


                                        LANXIDE CORPORATION  

                                        By: 

       
                                                                     
                                        DHB CAPITAL GROUP, INC 

                                        By:    /s/David Brooks
                                        Name:  David Broooks
                                        Title: Chairman of Board      
                                                                     
                                        LANXIDE ARMOR PRODUCTS, INC. 

                                        By:
                                        Name:
                                        Title:

                                                                     
                                        LANXIDE ELECTRONIC           
                                        COMPONENTS, INC.   

                                        By:
                                        Name:
                                        Title:          
                                                                     
                                        LANXIDE TECHNOLOGY           
                                        COMPANY, L.P.   

                                        By:
                                        Name:
                                        Title: