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               DATED             26 NOVEMBER                  2003
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               (1) ARMOR HOLDINGS INC.


               (2) ARMORGROUP INTERNATIONAL INC.


               (3) ARMORGROUP (UK) LIMITED













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                                    TAX DEED

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                                TABLE OF CONTENTS

                                                                       PAGE





1.       INTERPRETATION....................................................1

2.       INDEMNITY.........................................................3

3.       TIMING............................................................6

4.       RIGHT TO REIMBURSEMENTS AND CREDITS...............................6

5.       REFUNDS...........................................................7

6.       RESISTANCE OF CLAIMS..............................................7

7.       TAX RETURNS.......................................................8

8.       COUNTER INDEMNITY.................................................8

9.       GROSS UP.........................................................10

10.      MISCELLANEOUS....................................................10

         Schedule.........................................................12




                                       -i-

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DATED 26 November 2003

PARTIES

(1)      ARMOR HOLDINGS INC. a corporation incorporated under the laws of the
         State of Delaware whose principal office is at 1400 Marsh Landing
         Parkway, Suite 112, Jacksonville, FL 32250 U.S.A. (the "COVENANTOR");

(2)      ARMORGROUP INTERNATIONAL INC. a corporation organised under the laws of
         the State of Delaware, USA with Tax ID Number (EIN) 43-2034282 (the "US
         BUYER" which expression shall include its successors and assigns) ; and

(3)      ARMORGROUP (UK) LIMITED, a private limited company incorporated in
         England and Wales with the company number 4969936 whose registered
         office is at Brierly Place, New London Road, Chelmsford, Essex, CM2 0AP
         (the "UK BUYER").

RECITAL

This deed is entered into pursuant to the provisions of an agreement (the "SALE
AGREEMENT") made on the date hereof pursuant to which the Buyer and its
affiliates have agreed to purchase all of the issued shares in the capital of
each of the companies details of which are set out in schedule 1 and 2 of the
Sale Agreement.

NOW THIS DEED WITNESSES AS FOLLOWS:

1.       INTERPRETATION

1.1      Subject to clause 1.2 and unless the context otherwise indicates,
         words, expressions and abbreviations defined in the Sale Agreement
         shall have the same meanings in this deed and any provisions of the
         Sale Agreement concerning matters of construction or interpretation
         shall mutatis mutandis apply to this deed.

1.2      The following words, expressions and abbreviations used in this deed
         shall, unless the context otherwise requires, have the following
         meanings:

         "ACTUAL TAX LIABILITY" means any liability of the Company to make an
         actual payment of Tax or in respect of Tax (including in relation to a
         group payment arrangement entered into in accordance with section 36 of
         the Finance Act 1998), in which case the amount of the Actual Tax
         Liability shall be the amount of the actual payment;

         "BUYER'S RELIEF" means any Relief to the extent that the same arises in
         respect of periods after the Completion Date;

         "CLAIM FOR TAX" means:

         (a)      any claim, assessment, demand, notice, determination or other
                  document issued or action taken by or on behalf of any Tax
                  Authority or any other person by virtue of which the Company
                  is or may have a Tax Liability; and/or

         (b)      any self-assessment made by the Company in respect of any Tax
                  Liability which it considers that it is or may become liable
                  to pay;

         "COMPANY" means each and all of the companies listed in schedules 1 and
         2 of the Sale Agreement;


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         "COVENANTOR'S GROUP" has the meaning ascribed to the "Seller's Group"
         in the Sale Agreement;

         "DEEMED TAX LIABILITY" means:

         (a)      the utilisation or set-off of a Buyer's Relief available to
                  the Company against any Actual Tax Liability or against any
                  income, profits or gains where, but for such setting off, the
                  US Buyer would have been entitled to make a claim under this
                  deed, in which case the amount of the Deemed Tax Liability
                  shall be equal to the amount which would have been payable in
                  the absence of that Buyer's Relief; or

         (b)      any liability to make any payment for Group Relief to the
                  extent that the surrender of such Group Relief for no payment
                  has been reflected in the net assets of the Company as shown
                  by the Accounts, in which case the amount of the Deemed Tax
                  Liability shall be the amount of such liability;

         "GROUP RELIEF" means any of the following:

         (a)      relief surrendered or claimed pursuant to Chapter IV Part X of
                  the Taxes Act 1988;

         (b)      advance corporation tax surrendered or claimed pursuant to
                  section 240 of the Taxes Act 1988;

         (c)      a tax refund relating to an accounting period as defined by
                  section 102(3) of the Finance Act 1989 in respect of which a
                  notice has been given pursuant to section 102(2) of the
                  Finance Act 1989;

         or, in each case, any foreign equivalent

         "INCOME, PROFITS OR GAINS" includes any other measure by reference to
         which Tax is computed;

         "RELEVANT EVENT" means every event, act, omission, or transaction done
         or omitted to be done by the Covenantor or the Company or which in any
         way concerns or affects the Company whether or not done or omitted to
         be done by the Company or the Covenantor and including, for the
         avoidance of doubt, Completion;

         "RELIEF" means any allowance, credit, exemption, deduction, set-off or
         relief from or in computing Tax or any right to the repayment of Tax;

         "TAX AUTHORITY" means any taxing or other authority (whether within or
         outside the United Kingdom) competent or authorised to impose any Tax;

         "TAX LIABILITY" means either an Actual Tax Liability or a Deemed Tax
         Liability;

         "TAX RETURNS" means all computations and returns relating to Tax
         matters (and correspondence and documentation relating thereto);

         "TAXATION STATUTES" means all statutes, statutory instruments, decrees,
         orders, enactments, laws, directives and regulations, whether domestic
         or foreign, providing for or imposing any Tax;

         "TAX" or "TAX" means any tax, and any duty, levy, impost or charge in
         the nature of tax, whether domestic or foreign, and, except insofar as
         the same is attributable to the


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         unreasonable delay or default of the Buyer's Group or the Company after
         Completion, any penalty or interest connected therewith; and

         "TAXES ACT 1988" means the Income and Corporation Taxes Act 1988

1.3      For the purposes of this deed, and in particular for determining to
         what extent any liability for Tax arises in respect of or by reference
         to any income, profits or gains earned, accrued or received on or
         before Completion or otherwise relates to the period ending on the date
         of Completion, the date of Completion shall be deemed to be an actual
         accounting date of the Company for the purposes of section 12 of the
         Taxes Act 1988 (or its equivalent in any other jurisdiction) and
         without prejudice to the generality of the foregoing:

         (A)      any Relief which would on that basis arise after the date of
                  Completion shall be deemed for the purposes of this deed to be
                  a Relief which arises in respect of a period after Completion
                  or in respect of any Relevant Event occurring after
                  Completion;

         (B)      any income, profits or gains which would on that basis accrue
                  after the date of Completion shall be deemed for the purposes
                  of this deed to be income, profits or gains earned, accrued or
                  received after Completion;

         (C)      any Relief which would on that basis arise on or before the
                  date of Completion shall be deemed for the purposes of this
                  deed to be a Relief which arises in respect of a period on or
                  before Completion or in respect of any Relevant Event
                  occurring on or before Completion; and

         (D)      any income, profits or gains which would on that basis accrue
                  on or before the date of Completion shall be deemed for the
                  purposes of this deed to be income, profits or gains earned,
                  accrued or received on or before Completion;

2.       INDEMNITY

2.1      Subject to clause 2.3, the Covenantor hereby covenants with the US
         Buyer to pay from time to time to the US Buyer an amount equal to:

         (A)      any Actual Tax Liability of the Company which arises:

                  (1)      as a consequence of a Relevant Event occurring or
                           having been entered into on or before Completion
                           (including as a consequence of the combined effect of
                           two or more Relevant Events one or more of which
                           shall have taken place in the ordinary course of the
                           Company's business before Completion); or

                  (2)      in respect of any income, profits or gains earned,
                           accrued or received on or before Completion;

         (B)      any Deemed Tax Liability;

         (C)      any Actual Tax Liability (arising by reference to income,
                  profits or gains of the Company arising on or before
                  Completion) for which any Company becomes liable by virtue of
                  the relationship between that Company and the Covenantor or
                  any member of the Covenantor's Group at any time on or before
                  Completion and for which the Company becomes liable as a
                  result of the failure by the Covenantor or any member of the
                  Covenantor's Group to discharge the same;

         (D)      any Tax Liability which arises in relation to the
                  reorganisation described in schedule 8 of the Sale Agreement;


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         (E)      any Tax Liability comprising a liability of the Company
                  arising on or before Completion to make any payment on account
                  of Tax (including any liability to make any prepayment,
                  deposit or like amount) due or payable under the Federal or
                  State laws of the United States of America;

         (F)      any Tax Liability which arises as a consequence of a Relevant
                  Event occurring or having been entered into on or before
                  Completion or in respect of any income, profits or gains
                  earned, accrued or received on or before Completion under
                  Russian law or regulations in relation to the technology use
                  agreement dated 27 November 2000 and entered into between (1)
                  Armor Group Limited Partnership and (2) OOO DSL Eurasia;

         (G)      any Tax Liability which arises as a result of the Seller
                  waiving (whether before, on or after Completion) any
                  Inter-Group Indebtedness; or

         (H)      any costs and expenses reasonably and properly incurred or
                  payable in connection with any Tax Liability which is the
                  subject of a successful claim under this deed.

2.2      The covenant contained in clause 2.1 shall not apply to any Tax
         Liability to the extent that:

         (A)      it arises in the ordinary course of business of the Company
                  since the Accounts Date or as a result of acquiring and
                  disposing of capital assets since the Accounts Date (save as
                  part of the reorganisation described in schedule 8 of the Sale
                  Agreement);

         (B)      it has been paid on or before Completion or that specific,
                  identified provision or reserve for the liability to which the
                  same relates has been made in the Accounts;

         (C)      it shall have arisen in consequence of any act, omission or
                  transaction of the Company and/or the Buyer's Group after
                  Completion otherwise than in the ordinary course of the
                  business of the Company or in accordance with any contractual
                  arrangement entered into by the Company prior to Completion
                  and which in all cases, any member of the Buyer's Group knew,
                  or ought to have known would give rise to the relevant Tax
                  Liability;

         (D)      it arises as a result of or by reference to income, profits or
                  gains actually earned or received by the Company on or before
                  the Accounts Date and not reflected in the Accounts but
                  provided that such income, profits, or gains not reflected in
                  the accounts is realised in the Company at or after Completion
                  in cash or assets readily convertible into cash; (E) it would
                  not have arisen or is increased as a result of any failure by
                  the Company or the UK Buyer or the US Buyer to comply with its
                  obligations under this deed;

         (F)      it would not have arisen but for the passing of or any change
                  in, after the date of Completion, any law, regulation,
                  published interpretation of the law or published
                  administrative practice of any government, governmental
                  department, agency or regulatory body or an increase in the
                  rate of Tax or any imposition of Tax not actually or
                  prospectively in force at the date of the Sale Agreement or
                  any withdrawal of any published extra-statutory concession
                  after such date;

         (G)      it would not have arisen but for:

                  (1)      any claim, election, surrender or disclaimer made, or
                           notice or consent given, or any other thing done
                           after the date of Completion (other than one the
                           making, giving or doing of which was taken into
                           account in computing any

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                           provision or reserve for Tax in the Accounts) under
                           or in connection with the provisions of any Tax
                           statutes by the Company or any member of the Buyer's
                           Group; or

                  (2)      the failure or omission by the Company to make any
                           claim, election, surrender or disclaimer, or give any
                           notice or consent or do any other thing the making,
                           giving or doing of which was taken into account in
                           computing any provision or reserve for Tax in the
                           Accounts and full details of which were notified to
                           the UK Buyer or the US Buyer in writing at least 10
                           Business Days before the expiry of any time limit for
                           making such claim, election, surrender or disclaimer;

         (H)      it would not have arisen but for some act, omission,
                  transaction or arrangement carried out at the written request
                  or with the written approval of the UK Buyer or US Buyer in
                  either case prior to Completion or which was expressly
                  authorised in writing by the Sale Agreement (save that nothing
                  in this clause 2.2(H) shall exclude clause 2.1 applying to any
                  Tax Liability arising in relation to the reorganisation
                  described in schedule 8 of the Sale Agreement);

         (I)      any Relief (other than a Buyer's Relief but including the
                  surrender to the Company of any Reliefs or losses by the
                  Covenantor or any member of the Covenantor's Group at no cost
                  to the Company where such surrender was not assumed or
                  provided for in the preparation of the Accounts) is available
                  to the Company to set against or otherwise mitigate the Tax
                  Liability in question or would be available on the making of
                  an appropriate claim provided that this clause 2.2(I) shall
                  not apply in respect of claims made under clause 2.1(G) of
                  this deed up to a limit of $500,000 less any amounts
                  consisting of a Deemed Tax Liability which relate to the
                  utilisation or set-off of a Buyers Relief against any Actual
                  Tax Liability or against any income, profits or gains where,
                  but for such setting off, the US Buyer would have been
                  entitled to make a claim under clause 2.1(G);

         (J)      it would not have arisen but for a cessation of or any change
                  in the nature or conduct of any trade carried on by the
                  Company being a cessation or change occurring on or after
                  Completion;

         (K)      it arises as a result of any change after Completion in any
                  accounting policy (including the length of any accounting
                  period for Tax purposes), any Tax or accounting basis or
                  practice of the Company save where such change was required to
                  comply with generally accepted accounting principles;

         (L)      it arises as a result of the Company ceasing on or after
                  Completion to be eligible either for the corporation tax
                  starting rate or the small companies rate of Tax (as the case
                  may be) or the equivalent in any jurisdiction;

         (M)      an amount in respect of such Tax Liability has been recovered
                  under the Warranties or otherwise under the Sale Agreement or
                  this deed (or in either case would have been so recovered but
                  for a threshold or de minimis provision limiting liability) or
                  the Covenantor's Group has made payment in respect of such Tax
                  Liability pursuant to sections 767A and 767AA of the Taxes Act
                  1988 or any other provision in the United Kingdom or elsewhere
                  imposing liability on the Covenantor or any member of the
                  Covenantor's Group for Tax primarily chargeable against the
                  Company;

         (N)      the liability of the Covenantor in respect thereof is limited
                  or restricted pursuant to the provisions of schedule 4
                  (Seller's Protection) to the Sale Agreement;


<PAGE>

         (O)      it is a liability arising in relation to the payment of
                  bonuses (whether by way of release from an obligation to pay
                  any debt or otherwise) as contemplated in the Schedule to this
                  deed and in the amounts listed in the column of that Schedule
                  headed "Total Cash Received"; or

         (P)      it is a liability arising on the grant or exercise or
                  otherwise in relation to or arising in respect of any options
                  granted under the Armor Holdings Inc. 1999 Stock Incentive
                  Plan and the Armor Holdings Inc. 2002 Stock Incentive Plan.

2.3      Any payment made under this deed between the parties (including in
         particular any payments made pursuant to clause 2.1 hereof by the
         Covenantor to the US Buyer) shall be treated so far as possible as an
         adjustment to the consideration paid by the US Buyer or its affiliates
         under the Sale Agreement for the shares of the Company in question.

3.       TIMING

         Where the Covenantor becomes liable to make any payment pursuant to
         clause 2, the due date for the making of that payment shall be the
         later of seven days after the date of demand therefor and:

         (A)      insofar as the claim relates to an Actual Tax Liability but
                  subject to clause 3(E) of this deed, three business days
                  before the last day on which a payment of that Tax may be made
                  by the Company without incurring any liability to interest
                  and/or penalties;

         (B)      insofar as the claim arises in respect of a Deemed Tax
                  Liability which relates to the utilisation or set-off of a
                  Buyer's Relief against any Actual Tax Liability but subject to
                  clause 3(E) of this deed, three business days before the last
                  date on which the Company would, but for such utilisation or
                  set-off have been liable to pay such Actual Tax Liability to
                  avoid any charge to interest/penalties;

         (C)      insofar as the claim arises in respect of a Deemed Tax
                  Liability which relates to any liability of the Company to
                  make any payment for Group Relief, three business days before
                  the day on which the Company is liable to pay such amount;

         (D)      insofar as the claim arises pursuant to clause 2.1(H), the day
                  on which the costs and expenses fall due for payment; and

         (E)      insofar as the claim arises in respect of the first $500,000
                  of either (1) claims made under clause 2.1(G) of this deed or
                  (2) claims consisting of a Deemed Tax Liability which relate
                  to the utilisation or set-off of a Buyer's Relief against any
                  Actual Tax Liability or against any income, profits or gains
                  where, but for such utilisation or setting off, the US Buyer
                  would have been entitled to make a claim under clause 2.1(G)
                  (the "RELEVANT CLAIMS") and to the extent there is a Relief
                  available or a Relief would be available on the making of an
                  appropriate claim (no matter in which Group Company and
                  including by way of group relief and carry back of losses and
                  including any Buyer's Relief which has been utilised or
                  set-off in establishing the Relevant Claim) to reduce or
                  extinguish such liability arising or to set-off against
                  income, profits or gains, the Relevant Claims shall fall due
                  for payment three business days before the last day on which
                  the Company becomes (and to the extent only that it becomes)
                  after the date hereof liable to make an actual payment of Tax
                  (or a payment on account of Tax) to avoid incurring any
                  liability to interest and/ or penalties.


<PAGE>

4.       RIGHT TO REIMBURSEMENTS AND CREDITS

4.1      If any member of the Buyer's Group or the Company is or becomes
         entitled to recover from some other person any amount as a result of or
         by reference to any Tax Liability which is likely to result or has
         resulted in a payment by the Covenantor to the US Buyer under this
         deed, then the UK Buyer or the US Buyer shall promptly notify the
         Covenantor of the said entitlement and, if so required by the
         Covenantor and if the Covenantor undertakes to pay and provides
         satisfactory security for all reasonable costs and expenses properly
         incurred by the UK Buyer or the US Buyer and the Company, shall and
         shall procure that the Company shall enforce that recovery (keeping the
         Covenantor fully informed of progress) and shall apply the same in
         accordance with clause 4.2.

4.2      If any member of the Buyer's Group or the Company receives a recovery
         as mentioned in clause 4.1 or a Relief as a result of a Tax Liability
         which gives rise to a claim by the US Buyer under the terms of this
         deed then (and subject to the prior payment of the relevant costs and
         expenses by the Covenantor):

         (A)      where the Covenantor has previously paid any amount in respect
                  of such Tax Liability under this deed, the US Buyer shall
                  promptly pay to the Covenantor an amount equal to so much of
                  the recovery or Relief received (less any Tax paid by the
                  recipient in respect thereof) as does not exceed the amount
                  which the Covenantor has previously paid under this deed
                  (together with so much of any interest or repayment supplement
                  paid to the recipient of the recovery or Relief or benefit in
                  respect thereof as corresponds to the proportion of the
                  recovery or Relief or benefit accounted for under this
                  clause); and

         (B)      where the Covenantor has not yet paid any amount in respect of
                  such Tax Liability, the amount of such recovery, Relief (less
                  any Tax paid by the recipient in respect thereof, but together
                  with any interest or repayment supplement received) shall be
                  offset against any subsequent payment which the Covenantor
                  would otherwise have been liable to make.

4.3      To the extent the sum recovered or Relief received (less any Tax paid
         by the recipient in respect thereof, but together with any interest or
         repayment supplement received) exceeds the amount which the Covenantor
         has previously paid under this deed or the amount of any subsequent
         payment which would otherwise have been made in respect of that Tax
         Liability, then such excess shall be carried forward and set off
         against any future claims made against the Covenantor under this deed.

5.       REFUNDS

5.1      The UK Buyer or the US Buyer shall promptly notify the Covenantor of
         any repayment or right to repayment of Tax which the Company is or
         becomes entitled to or receives in respect of a Relevant Event
         occurring or period prior to Completion, where or to the extent that
         such right or repayment was not included in the Accounts as an asset (a
         "REFUND").

5.2      Any Refund obtained (less any reasonable costs of obtaining it) shall
         be promptly paid by the US Buyer or the UK Buyer to the Covenantor
         where the amount of such Refund exceeds $10,000.

6.       RESISTANCE OF CLAIMS

6.1      If the Buyer's Group or the Company becomes aware of any Claim for Tax
         which may result in the US Buyer having a claim against the Covenantor
         under this deed (or which would so result in any such case but for the
         provisions of paragraphs 2 or 3 of schedule 4 to the Sale

<PAGE>

         Agreement), the UK Buyer or the US Buyer shall give notice to the
         Covenantor in the manner provided by the Sale Agreement as soon as is
         reasonably practicable and in any event at least 21 days prior to the
         expiry of any time limit in which an appeal against the Claim for Tax
         has to be made.

6.2      The UK Buyer and the US Buyer shall, and shall procure that the Company
         shall keep the Covenantor informed of all material matters pertaining
         to the dispute, including providing the Covenantor with copies of all
         written communications pertaining to the dispute and acting in good
         faith take such action and give such information and assistance in
         connection with the affairs of the Company as the Covenantor may
         reasonably request by written notice for the purpose of avoiding,
         resisting, appealing, or compromising a Claim for Tax or paying an
         amount in respect of the Tax Liability provided that the UK Buyer, the
         US Buyer and the Company shall not be obliged to comply with any
         request of the Covenantor which involves contesting any assessment for
         tax before any tribunal, court or other appellate body unless they have
         been advised in writing by leading Tax counsel instructed by agreement
         between the UK Buyer, the US Buyer and the Covenantor at the expense of
         the Covenantor that an appeal against the assessment will, on the
         balance of probabilities, be successful.

6.3      Nothing in this clause 6 shall oblige any member of the Buyer's Group
         to supply any information or assistance to the extent such is
         prohibited by law or to do or refrain from doing anything which is
         unlawful.

6.4      The UK Buyer and the US Buyer shall procure that the Claim for Tax is
         not settled or otherwise compromised without the Covenantor's prior
         written consent, such consent not to be unreasonably withheld or
         delayed.

6.5      The action which the Covenantor may request under clause 6.2 shall
         include (without limitation but subject to the provisions of the clause
         6.2) the Company applying to postpone (so far as legally possible ) the
         payment of any Tax but shall not include allowing the Covenantor to
         take on or take over the conduct of any proceedings arising in
         connection with the Claim for Tax in question.

7.       TAX RETURNS

7.1      The UK Buyer and the US Buyer or their duly authorised agents shall be
         responsible for and have the conduct of preparing, submitting and
         agreeing the Tax Returns for all accounting periods commencing before
         Completion takes place provided that each such Tax Return is submitted
         in draft form to the Covenantor or its duly authorised agent for
         comment at least 40 Business Days before the same is due to be sent to
         the relevant Tax Authority. The Covenantor or its agent shall comment
         within 20 Business Days of such submission and if the UK Buyer or the
         US Buyer has not received comments within that period, the Covenantor
         or its agents shall be deemed to have approved such draft computations
         and documentation. If the Covenantor or its agents have any comments or
         suggestions, the UK Buyer or the US Buyer or their agents shall not
         unreasonably refuse to adopt such comments or suggestions provided
         always that nothing herein shall oblige the UK Buyer or the US Buyer to
         submit any computation or other document unless the UK Buyer or the US
         Buyer acting reasonably is satisfied that the same is accurate and
         complete in all material respects. The Covenantor and the UK Buyer and
         the US Buyer shall respectively afford (or procure to be afforded) to
         the other or its duly authorised agents such information and assistance
         as may reasonably be required to prepare, submit and agree such Tax
         Return.

7.2      The UK Buyer and the US Buyer shall procure that no Claim for Tax, Tax
         Liability, action or issue in respect of which the Covenantor could be
         required to make a payment under this deed is settled or otherwise
         compromised without the Covenantor's prior written consent, such
         consent not to be unreasonably withheld, and the UK Buyer and the US
         Buyer shall procure

<PAGE>

         that the Company and its advisers do not submit any correspondence or
         return or send any other document to any Tax Authority in circumstances
         where the UK Buyer or the US Buyer or any such person is aware or could
         reasonably be expected to be aware that the effect of submitting such
         correspondence or return or sending such document would or could be to
         put such Tax Authority on notice of any matter which could give rise
         to, or could increase, a claim under this deed without first affording
         the Covenantor a reasonable opportunity to comment thereon and without
         taking account of such comments so far as it is reasonable to do so.

7.3      Nothing in this clause 7 shall oblige any member of the Buyer's Group
         to supply any information or assistance to the extent such is
         prohibited by law or to do or refrain from doing anything which is
         unlawful.

7.4      The costs of preparation, submission and agreement of the Tax Returns
         referred to in this clause 7.1 shall be borne as follows:

         (A)      as to the Tax Returns for all accounting periods ended on or
                  before 31 December 2001, by the Covenantor but only to the
                  extent such costs are reasonable; and

         (B)      as to all other Tax Returns by the Company.

8.       COUNTER INDEMNITY

8.1      The US Buyer hereby covenants with the Covenantor to pay to the
         Covenantor by way of adjustment to the consideration for the sale of
         the Shares, an amount equal to any of the following:

         (A)      any liability for Tax for which the Covenantor or any other
                  person falling within section 767A(2) or 767AA(4) of the Taxes
                  Act 1988 becomes liable by virtue of the operation of sections
                  767A, 767AA and 767B of the Taxes Act 1988 in circumstances
                  where the taxpayer company (as referred to in section 767A(1))
                  and/or the transferred company (as referred to in section
                  767AA(1)) is the Company;

         (B)      any liability for Tax (arising by reference to income, profits
                  or gains of the Company arising after Completion) for which
                  any member of the Covenantor's Group becomes liable by virtue
                  of the relationship between that member of the Covenantor's
                  Group and the Company at any time on or before Completion;

         (C)      any liability or increased liability to Tax of any member of
                  the Covenantor's Group which arises as a consequence of or by
                  reference to any of the following occurring or being deemed to
                  occur after Completion:

                  (1)      the disposal by the Company of any asset or of any
                           interest in or right over any asset;

                  (2)      the Company ceasing to be resident in the United
                           Kingdom for the purposes of any Tax;

                  (3)      the effecting by the Company of any such payment or
                           transfer of assets as constitutes the receipt by
                           another person of an abnormal amount by way of
                           dividend (as defined in section 709 of the Taxes Act
                           1988);

         (D)      any liability or increased liability to Tax of the Covenantor
                  or any member of the Covenantor's Group which arises as a
                  result of or by reference to any reduction or disallowance of
                  Group Relief that would otherwise have been available to the

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                  Covenantor or the relevant member of the Covenantor's Group
                  where and to the extent that such reduction or disallowance
                  occurs as a result of:

                  (1)      any total or partial withdrawal effected by the
                           Company after Completion of any surrender of Group
                           Relief that was submitted by the Company to the
                           Inland Revenue or other Tax Authority on or before
                           Completion in respect of any accounting period ended
                           on or before Completion; or

                  (2)      any total or partial disclaimer made by the Company
                           after Completion of any capital allowances available
                           to the Company in respect of any accounting period
                           ended on or before Completion,

                  save where any such withdrawal or disclaimer is made at the
                  express written request of the Covenantor; and

         (E)      any other liability to Tax for which the Covenantor or any
                  member of the Covenantor's Group becomes liable as a result of
                  the failure by the Company or any member of the Buyer's Group
                  to discharge the same.

8.2      The covenant contained in clause 8.1 shall:

         (A)      extend to all costs reasonably and properly incurred by the
                  Covenantor or such other person in connection with such
                  liability to Tax under clause 8.1;

         (B)      not apply to any liability to Tax to the extent that the US
                  Buyer could claim payment in respect of it under clause 2; and

         (C)      apply mutatis mutandis to any liability to Tax for which the
                  Covenantor or any other person is liable as a result of the
                  application in any jurisdiction other than the United Kingdom
                  of any rule of law or legislation equivalent to that mentioned
                  in clause 8.1(A) and 8.1(C).

8.3      Clauses 3 and 6 of this deed (timing and resistance of claims) shall
         apply to the covenants contained in this clause 8 as they apply to the
         covenants contained in clause 2, replacing references to the Covenantor
         by the US Buyer (and vice versa) and making any other necessary
         modifications.

9.       OVERPROVISIONS

9.1      The Covenantor may require at any time on or before 31 December 2004
         the auditors for the time being of the Company to certify (at the
         Covenator's expense) the existence and amount of any overprovision and
         the UK Buyer and the US Buyer shall provide, or procure that the
         Company provides, any information or assistance reasonably required for
         the purpose of production by the auditors of a certificate to that
         effect.

9.2      If any liability contingency or provision in the Accounts has proved to
         be an overprovision then the amount of such overprovision shall be
         dealt with in accordance with clause 9.3.

9.3      Where it is provided under clause 9.2 that any amount is to be dealt
         with in accordance with this clause 9.3:

         (A)      the amount of the overprovision shall first be set against any
                  payment then due from the Covenantor under this deed in
                  respect of the Company, the Accounts of which have given rise
                  to an overprovision (the "RELEVANT COMPANY")


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         (B)      to the extent there is an excess, a refund shall be made to
                  the Covenantor of any previous payment or payments made by the
                  Covenantor under this deed in respect of the Relevant Company
                  (and not previously refunded) up to the amount of the excess;
                  and

         (C)      to the extent that the excess referred to in clause 9.3(B) is
                  not exhausted under that clause, the remainder of that excess
                  shall be carried forward and set against any future payment or
                  payments which become due from the Covenantor to the US Buyer
                  under this deed in respect of the Relevant Company.

9.4      For the purposes of this clause an overprovision exists if:

         (A)      any liability in respect of Tax (including any liability in
                  respect of deferred Tax) has been overstated in the Accounts,
                  or such liability has been discharged or satisfied below the
                  amount attributed thereto in the Accounts, or such liability
                  has been discharged or satisfied below the amount attributed
                  thereto in the Accounts; or

         (B)      any contingency or provision in respect of Tax in the Accounts
                  proves to be overstated.

10.      MISCELLANEOUS

10.1     Claims by the US Buyer under clause 2 of this deed shall be wholly
         barred and unenforceable unless full written particulars of the claim
         shall have been given to the Covenantor by not later than 5 p.m. on the
         seventh anniversary of the date hereof.

10.2     In determining the amount of any recovery, the amount of any Relief
         received by any company or person for the purposes of this deed, any
         party hereto shall be entitled to require that the auditors of the
         company or person in question (or if the auditors are unwilling or
         unable to act such other firm of chartered accountants as may be agreed
         between the parties or may, in default of agreement, be appointed at
         the request (and expense) of either party by the President or next
         available officer of the Institute of Chartered Accountants) shall be
         instructed to determine the amount in question or whether any earlier
         determination in respect thereof remains correct in the light of all
         relevant circumstances including circumstances which have only become
         known since such earlier determination and the fees of such auditors or
         accountants shall be paid by such of the parties as the auditors or
         accountants may themselves determine as being fair and reasonable. Any
         determination made by the auditors or accountants shall be binding upon
         the parties who shall make such adjusting payments (if any) as may be
         required to reflect the same as soon as practicable thereafter.

10.3     The provisions of schedule 4 (Seller's Limitations on Liabilities) and
         of clauses 12 (Assignment), 17 (Variations), 18 (Waiver/ Consents), 19
         (Invalidity), 21 (Notices), 22 (Counterparts), 24 (Governing Law and
         Jurisdiction) and any assignment of the Sale Agreement shall apply to
         this deed as if the same were incorporated herein mutatis mutandis.



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IN WITNESS whereof this deed has been executed on the date first above written.


Signed as a deed by ARMOR                           )
HOLDINGS INC. acting by its                         )     /s/ Warren B. Kanders
authorised representative                           )         Warren B Kanders
                                                              Chief Executive
                                                              Officer












Signed as a deed by ARMOR GROUP                     )
INTERNATIONAL INC.                                  )     /s/ David Seaton
acting by its authorised representative             )         David Seaton










Signed as a deed by ARMOR                            )
GROUP (UK) LIMITED                                   )
acting by a director and its                         )    /s/ David Seaton
secretary/two directors                              )        David Seaton

                                                     Director

                                                     Secretary/Director