Armor Holdings LP LLC, et al. – ‘S-3’ on 3/23/04

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement                                76    312K 
 2: EX-12.1     Statement of Computation of Ratio of Earnings          1     17K 
 3: EX-23.1     Consent of Pricewaterhousecoopers LLP.                 1     16K 
 4: EX-23.2     Consent of Deloitte & Touche LLP                       1     17K 

S-3   —   Registration Statement
Document Table of Contents

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          As filed with the Securities and Exchange Commission on March 23, 2004
                                                     Registration File No.: 333-
--------------------------------------------------------------------------------

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ARMOR HOLDINGS, INC.
(Exact name of registrant as specified in charter)

        DELAWARE                                            59-3392443
 (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                            Identification No.)

 1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FL 32250
(904) 741-5400

(Address, including zip code and telephone
 number, including area code, of
registrant's principal executive
offices)

FOR CO-REGISTRANTS, SEE "TABLE OF ADDITIONAL REGISTRANTS" BELOW.

WARREN B. KANDERS, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ARMOR HOLDINGS, INC.
 1400 MARSH LANDING PARKWAY, SUITE 112
 JACKSONVILLE, FLORIDA
(904) 741-5400

(Name, Address, including zip code and
telephone number, including area
 code, of agent for service of
process)
 with copies to:
ROBERT L. LAWRENCE, ESQ.
KANE KESSLER, P.C.
 1350 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
(212) 541-6222

--------------------------------------------------------------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement, as determined  
by the Registrant.                                                              

        If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [ ]                                                                        

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  If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the         
Securities Act of 1933, other than the securities offered only in connection    
with dividend or interest reinvestment plans, check the following box. [X]      

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [ ]                     

   If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration         
statement for the same offering. [ ]                                            

       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]                                        

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

----------------------------- --------------------- ------------------------- ------------------------- ------------------
    TITLE OF EACH CLASS                                 PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF     
    OF SECURITIES TO BE           AMOUNT TO BE         OFFERING PRICE PER        AGGREGATE OFFERING       REGISTRATION    
         REGISTERED             REGISTERED(1)(2)           UNIT(1)(2)               PRICE(1)(2)             FEE(1)(3)     
----------------------------- --------------------- ------------------------- ------------------------- ------------------
                                                                                                                          
----------------------------- --------------------- ------------------------- ------------------------- ------------------
Debt Securities (4)                                                                                                       
----------------------------- --------------------- ------------------------- ------------------------- ------------------
Guarantees of Debt                                                                                                        
   Securities (4)(5)                                                                                                      
----------------------------- --------------------- ------------------------- ------------------------- ------------------
Common Stock, par                                                                                                         
   value $.01 per share (6)                                                                                               
----------------------------- --------------------- ------------------------- ------------------------- ------------------
Preferred Stock, par value                                                                                                
$.01 per share (7)                                                                                                        
----------------------------- --------------------- ------------------------- ------------------------- ------------------
Warrants                                                                                                                  
----------------------------- --------------------- ------------------------- ------------------------- ------------------
Total.......................       $500,000,000                100%                  $500,000,000            $63,350      
----------------------------- --------------------- ------------------------- ------------------------- ------------------

(1)  Pursuant to General Instruction II.D. of Form S-3, the table lists each of 
     the classes of securities being registered and the aggregate proceeds to be
    raised, but does not specify by each class information as to the amount to
be registered, proposed maximum offering price per unit, and proposed 
maximum aggregate offering price.                                     
(2)  Such amount in U.S. dollars or the equivalent thereof in foreign           
    currencies, foreign currency units or composite currencies as shall result
    in an aggregate initial offering price for all securities of $500,000,000.
Estimated solely for the purpose of calculating the registration fee. 
(3)  Pursuant to Rule 457(o), the registration fee has been calculated on the   
 basis of the maximum aggregate offering price of the securities listed.
(4)  Any series of debt securities may be guaranteed by one or more             
co-registrants. If any debt securities are issued at an original issue
    discount, then such greater amount as may be sold for an aggregate initial
offering price of up to the proposed maximum aggregate offering price.
(5)  Pursuant to Rule 457(n), no separate fee is payable with respect to the    
guarantees being registered hereby.                                   
(6)  Shares of common stock may be issued separately or upon conversion of any  
 of the debt securities, preferred stock, or warrants, each of which are
 registered hereby. Shares of common stock issued upon conversion of the
    debt securities and the preferred stock will be issued without the payment
of additional consideration. The aggregate amount of common stock     
registered hereunder is limited, solely for the purpose of any at the 
   market offering, to that which is permissible under Rule 415(a)(4) of the
Securities Act of 1933, as amended.                                   
(7)  Shares of preferred stock may be issued separately or upon conversion of   
 either of the debt securities or warrants, each of which are registered
hereby. Shares of preferred stock issued upon conversion of the debt  
    securities will be issued without the payment of additional consideration.

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      The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrants     
shall file a further amendment which specifically states that this registration 
statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the registration statement shall become     
effective on such date as the Securities and Exchange Commission, acting        
pursuant to said Section 8(a), may determine.                                   

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                                               TABLE OF ADDITIONAL REGISTRANTS                                                  
---------------------------------------- ------------------------------- ----------------------- -------------------------------
                                          STATE OR OTHER JURISDICTION                             ADDRESS, INCLUDING ZIP CODE   
                                              OF INCORPORATION OR            I.R.S.EMPLOYER          AND TELEPHONE NUMBER,      
NAME                                              ORGANIZATION           IDENTIFICATION NUMBER        INCLUDING AREA CODE       
---------------------------------------- ------------------------------- ----------------------- -------------------------------
                                                                                                                                
911EP, Inc.                                         Delaware                   13-4213473                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
AHI Bulletproof Acquisition Corp.                   Delaware                   05-0592796                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
AHI Properties I, Inc.                              Delaware                   01-0718252                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
AI Capital Corp.                                    Arizona                    86-0768865                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Brands, Inc.                                  Delaware                   80-0051043                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
ArmorGroup Services, LLC                            Delaware                   52-2295786                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Holdings Forensics, Inc.                      Delaware                   59-3678749                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Holdings GP, LLC                              Delaware                   59-3678751                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Holdings LP, LLC                              Delaware                   59-3678750                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Holdings Mobile Security, L.L.C.              Delaware                   59-3753134                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Holdings Payroll Services, LLC                Delaware                   42-1563404                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Holdings Products, Inc.                       Delaware                   59-2044869                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Holdings Properties, Inc.                     Delaware                   59-3410197                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Safety Products Company                       Delaware                   43-1960312                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
ASD Capital Corp.                                   Arizona                    86-0789385                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
B-Square, Inc.                                       Texas                     75-2508507                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Break-Free Armor Corp.                              Delaware                   05-0592799                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Break-Free, Inc.                                    Delaware                   33-0367696                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Casco International, Inc.                        New Hampshire                 02-0361726                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
CCEC Capital Corp.                                  Arizona                    86-0763929                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
CDR International, Inc.                             Delaware                   56-2010802                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Defense Technology Corporation of                   Delaware                   83-0318312                      *                
America                                                                                                                         
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Hatch Imports, Inc.                                California                  95-2497492                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Identicator, Inc.                                   Delaware                   59-3756251                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
International Center for Safety                     Arizona                    86-0787589                      *                
Education, Inc.                                                                                                                 
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Monadnock Lifetime Products, Inc.                   Delaware                   02-0528875                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Monadnock Lifetime Products, Inc.                New Hampshire                 02-0303656                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------

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---------------------------------------- ------------------------------- ----------------------- -------------------------------
                                          STATE OR OTHER JURISDICTION                             ADDRESS, INCLUDING ZIP CODE   
                                              OF INCORPORATION OR            I.R.S.EMPLOYER          AND TELEPHONE NUMBER,      
NAME                                              ORGANIZATION           IDENTIFICATION NUMBER        INCLUDING AREA CODE       
---------------------------------------- ------------------------------- ----------------------- -------------------------------
                                                                                                                                
Monadnock Police Training Council, Inc.          New Hampshire                 02-0423584                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
NAP Properties, Ltd.                               California                  95-4230863                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
NAP Property Managers, LLC                         California                  33-0755818                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Network Audit Systems, Inc.                         Delaware                   16-1558713                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
New Technologies Armor, Inc.                        Delaware                   93-1221356                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
ODV Holdings Corp.                                  Delaware                   81-0644583                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
O'Gara-Hess & Eisenhardt Armoring                   Delaware                   31-1258139                      *                
Company, L.L.C.                                                                                                                 
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Pro-Tech Armored Products of                     Massachusetts                 04-2989918                      *                
Massachusetts, Inc.                                                                                                             
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Ramtech Development Corp.                           Delaware                   05-0592801                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Safari Land Ltd., Inc.                             California                  95-2291390                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Safariland Government Sales, Inc.                  California                  33-0798807                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
SAI Capital Corp.                                   Arizona                    86-0772587                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Simula Aerospace & Defense Group, Inc.              Arizona                    86-0742551                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Simula, Inc.                                        Arizona                    86-0320129                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Simula Polymers Systems, Inc.                       Arizona                    86-0979231                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Simula Technologies, Inc.                           Arizona                    86-0842935                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Simula Transportation Equipment                     Arizona                    86-0742552                      *                
Corporation                                                                                                                     
---------------------------------------- ------------------------------- ----------------------- -------------------------------
Speedfeed Acquisition Corp.                         Delaware                   03-0419829                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------
The O'Gara Company                                    Ohio                     31-1726886                      *                
---------------------------------------- ------------------------------- ----------------------- -------------------------------

*The name, address, including zip code, and telephone number of the agent for   
service of process is Warren B. Kanders at 1400 Marsh Landing Parkway, Suite    
112, Jacksonville, Florida 32250, telephone number (904) 741-5400.              

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      THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THE SECURITIES DESCRIBED HEREIN UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IN WHICH THIS PROSPECTUS IS  
INCLUDED, IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THE SECURITIES  
DESCRIBED HEREIN AND IT IS NOT SOLICITING AN OFFER TO BUY THE SECURITIES        
DESCRIBED HEREIN IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.         

SUBJECT TO COMPLETION, DATED March 23, 2004.

PROSPECTUS

ARMOR HOLDINGS, INC.

$500,000,000

DEBT SECURITIES, COMMON STOCK,
PREFERRED STOCK AND WARRANTS

 ---------------

      We may, from time to time, sell up to $500,000,000 aggregate initial
offering price of:                                                              

      o    our debt securities, in one or more series, which may be either
        senior debt securities, senior subordinated debt securities,
          subordinated debt securities or debt securities with any other
ranking;                                            

o    shares of our common stock, par value $0.01 per share;   

       o    shares of our preferred stock, par value $0.01 per share, in one
or more series;                                     

o    warrants to purchase our debt or equity securities; or   

o    any combination of the foregoing.                        

This prospectus also covers guarantees, if any, of our payment
obligations under any debt securities, which may be given by certain of our     
subsidiaries, on terms to be determined at the time of the offering. We will    
provide the specific terms of these securities in supplements to this           
prospectus. The prospectus supplements may also add, update or change           
information contained in this prospectus. Before you invest, you should         
carefully read this prospectus, any prospectus supplement, the documents        
incorporated or deemed to be incorporated by referenced in this prospectus and  
the additional information described under "Where You Can Find More             
Information."                                                                   

         This prospectus provides a general description of the securities we may
offer. The specific terms of the securities offered by this prospectus will be  
set forth in a supplement to this prospectus and will include, among other      
things:                                                                         

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         o    in the case of common stock, the number of shares, purchase price,
and terms of the offering and sale thereof;         

     o    in the case of preferred stock, the number of shares, purchase
    price, the designation and relative rights, preferences,
           limitations and restrictions, and the terms of the offering and
sale thereof;                                       

o    in the case of debt securities, the specific designation,
          aggregate principal amount, purchase price, maturity, interest
     rate, time of payment of interest, terms (if any) for the
             subordination or redemption thereof, and any other specific terms
of the debt securities; and                         

     o    in the case of warrants, the title, aggregate number, price at
     which it will be issued, exercise price, and designation,
           aggregate principal amount and terms of the securities issuable
upon exercise of the warrants.                      

    We will sell these securities directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of these 
methods. We reserve the sole right to accept, and together with our agents,     
dealers and underwriters reserve the right to reject, in whole or in part any   
proposed purchase of securities to be made directly or through agents,          
underwriters or dealers. If our agents or any dealers or underwriters are       
involved in the sale of the securities, the applicable prospectus supplement    
will set forth any applicable commissions or discounts.                         

   THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OR SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.                                  

         Our common stock trades on the New York Stock Exchange under the symbol
"AH." On ___________, 2004, the last reported sale price of our shares on the   
New York Stock Exchange was $___ per share.                                     

 ---------------

       PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS
AND IN ANY PROSPECTUS SUPPLEMENT FOR A DESCRIPTION OF THE RISKS YOU SHOULD      
CONSIDER WHEN EVALUATING THIS INVESTMENT.                                       

 ---------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE   
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY OTHER PROSPECTUS SUPPLEMENT. ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

 THE DATE OF THIS PROSPECTUS IS __________ __, 2004.

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                                                      TABLE OF CONTENTS                                         

                                                                                                          Page  
                                                                                                          ----  
                                                                                                                
SUMMARY.......................................................................................................5 
RISK FACTORS..................................................................................................7 
     Risks Related to Our Industry............................................................................7 

         The products we sell are inherently risky and could give rise to product                               
         liability and other claims...........................................................................7 

         We are subject to extensive government regulation and our failure or                                   
         inability to comply with these regulations could materially restrict                                   
         its                                                                                                    
         operations and subject us to substantial penalties...................................................8 

         We have significant international operations and assets and are therefore                              
         subject to additional financial and regulatory risks.................................................9 

     Risks Related to Our Business............................................................................11

         Many of our customers have fluctuating budgets which may cause                                         
         substantial fluctuations in our results of operation.................................................11

         The loss of, or a significant reduction in, U.S. military business would                               
         have a material adverse effect on us.................................................................11

         We may lose money or generate less than expected profits on our                                        
         fixed-price contracts................................................................................12

         Our business is subject to various laws and regulations favoring the U.S.                              
         government's contractual position, and our failure to comply with such                                 
         laws and regulations could harm our operating results and prospects..................................12

         Our markets are highly competitive and if we are unable to compete                                     
         effectively, we will be adversely affected...........................................................12
         There are limited sources for some of our raw materials which may                                      
         significantly curtail our manufacturing operations...................................................13

         We may be unable to complete or integrate acquisitions effectively, if at all,                         
         and as a result may incur unanticipated costs or liabilities or operational                            
         difficulties.........................................................................................13

         Our resources may be insufficient to manage the demands imposed by our                                 
         growth...............................................................................................14

         We are dependent on industry relationships...........................................................14

         We may be unable to protect our proprietary technology, including the                                  
         technologies we use to furnish the up-armoring of HMMWVS ............................................14

         Technological advances, the introduction of new products, and new                                      
         design and manufacturing techniques could adversely affect our operations                              
         unless we are able to adapt to the resulting change in conditions....................................15

         We may be adversely affected by applicable environmental laws and                                      
         regulations..........................................................................................15

                                       3                                                                        

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     Risks Related to Ownership of Our Common Stock...........................................................16

         Delaware law may limit possible takeovers............................................................16

         Our certificate of incorporation authorizes the issuance of shares of blank                            
         check preferred stock................................................................................16

         The market price for our common stock is volatile....................................................16

         We may issue a substantial amount of our common stock in connection                                    
         with future acquisitions and the sale of those shares could adversely                                  
         affect our stock price...............................................................................17

         Our stock price may be adversely affected when additional shares are sold............................17

         Our debt agreements restrict our ability to pay dividends or make                                      
         other distributions to our stockholders .............................................................17

         We have a high level of debt.........................................................................17

     Risks Relating to the Debt Securities....................................................................19

         Our significant indebtedness could adversely affect our financial health,                              
         and prevent us from fulfilling our obligations under the debt securities.............................19

         Not all of our subsidiaries will guarantee our obligations under the debt                              
         securities, and the assets of the non-guarantor subsidiaries may not be                                
         available to make payments on the debt securities....................................................19

         We will require a significant amount of cash to service our indebtedness and                           
         our ability to generate cash depends on many factors beyond our control..............................20

         Covenants in our debt agreements restrict our activities and could adversely                           
         affect our business..................................................................................20

         A public market for the debt securities may not develop..............................................21

         Federal and state statutes allow courts, under specific circumstances,                                 
         to void guarantees and require holders of debt securities to return                                    
         payments received from guarantors....................................................................22

THE COMPANY ..................................................................................................23
RECENT DEVELOPMENTS ..........................................................................................24
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................................................25
FORWARD LOOKING STATEMENTS....................................................................................27
USE OF PROCEEDS...............................................................................................28
RATIO OF EARNINGS TO FIXED CHARGES............................................................................28
DESCRIPTION OF THE DEBT SECURITIES............................................................................28
DESCRIPTION OF CAPITAL STOCK..................................................................................33
DESCRIPTION OF WARRANTS.......................................................................................34
DESCRIPTION OF SENIOR INDEBTEDNESS............................................................................35
DESCRIPTION OF SENIOR SUBORDINATED NOTES......................................................................35
PLAN OF DISTRIBUTION..........................................................................................37
WHERE YOU CAN FIND MORE INFORMATION...........................................................................39
EXPERTS.......................................................................................................40
LEGAL MATTERS.................................................................................................40

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 SUMMARY

This prospectus is part of a registration statement that Armor
Holdings, Inc. and the co-registrants (collectively, the "registrants") filed   
with the Securities and Exchange Commission (the "Commission") utilizing a      
"shelf" registration process pursuant to the Securities Act of 1933, as amended 
(the "Securities Act"). Under this shelf registration process, the registrants  
may, from time to time, sell any combination of debt securities, common stock,  
preferred stock and warrants, as described in this prospectus, in one or more   
offerings up to a total dollar amount of $500,000,000 or the equivalent thereof 
on the date of issuance in one or more foreign currencies, foreign currency     
units or composite currencies. This prospectus provides you with a general      
description of the securities the registrants may offer. Each time the          
registrants sell securities, the registrants will provide a prospectus          
supplement that will contain specific information about the terms of that       
offering. To understand the terms of our securities, you should carefully read  
this document with the applicable prospectus supplement, which may add, update, 
or change information. Together, these documents will give the specific terms of
the securities we are offering. You should also read the documents we have      
incorporated by reference in this prospectus and in any prospectus supplement as
well as the additional information described under "Where You Can Find More     
Information."                                                                   

      We have not authorized any person to give any information or to make
any representation in connection with this offering other than those contained  
or incorporated by reference in this prospectus, and, if given or made, such    
information or representation must not be relied upon as having been so         
authorized. This prospectus does not constitute an offer to sell or a           
solicitation of an offer to buy by anyone in any jurisdiction in which such     
offer to sell is not authorized, or in which the person is not qualified to do  
so or to any person to whom it is unlawful to make such offer or solicitation.  
Neither the delivery of this prospectus nor any sale hereunder shall, under any 
circumstances, create any implication that there has been no change in our      
affairs since the date hereof, that the information contained herein is correct 
as of any time subsequent to its date, or that any information incorporated by  
reference herein is correct as of any time subsequent to its date.              

THE SECURITIES WE MAY OFFER                                                     

DEBT SECURITIES                                                                 

 The terms of each series of debt securities will be detailed or
determined in the manner provided in an indenture. The particular terms of each 
series of debt securities will be described in a prospectus supplement relating 
to the series, including any pricing supplement. We will set forth in a         
prospectus supplement (including any pricing supplement) relating to any series 
of debt securities being offered, among other things, the initial offering      
price, the aggregate principal amount, the price or prices at which we will sell
the debt securities, any limit on the aggregate principal amount of the debt    
securities, the date or dates on which we will pay the principal on the debt    
securities, and the rate or rates at which the debt securities will bear        
interest. We have summarized general features of our debt securities under the  
section entitled "Description of Debt Securities" contained in this prospectus. 

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COMMON STOCK                                                                    

      We may issue common stock, par value $0.01 per share. Holders of our
common stock are entitled to receive dividends when declared by our board of    
directors, subject to the rights of holders of our preferred shares, if any.    
Each holder of common shares is entitled to one vote per share. The holders of  
common shares have no preemptive or cumulative voting rights. Our credit        
facility and our indenture governing our senior subordinated notes due 2013 (the
"8 1/4% notes") contain restrictions on our ability to pay dividends or make    
other distributions.                                                            

PREFERRED STOCK                                                                 

         We may issue preferred stock, par value $0.01 per share, in one or more
series. Subject to the terms of our governing documents and applicable Delaware 
law, our board of directors will determine the dividend, voting, conversion and 
other rights and preferences of the series of preferred stock being offered.    

WARRANTS                                                                        

      We may issue warrants for the purchase of debt securities, preferred
stock or common stock either independently or together with other securities.   
Each warrant will entitle the holder to purchase the principal amount of our    
debt securities, or the number of shares of preferred stock or common stock, at 
the exercise price set forth in, or calculable as set forth in, the applicable  
prospectus supplement.                                                          

 ---------------

     The mailing address and telephone number of our principal executive
offices are 1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250, 
(904) 741-5400.                                                                 

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RISK FACTORS

    Before you invest in any of our securities, you should be aware of
various risks, including those described below. You should carefully consider   
these risk factors, together with all of the other information included or      
incorporated by reference in this prospectus and in the prospectus supplement,  
before you decide whether to purchase any of our securities. The risks set out  
below are not the only risks we face. Interested persons should carefully       
consider the risks described below in evaluating our company and our business,  
financial condition, and results of operations. Additional risks and            
uncertainties not presently known to us, or that we currently consider to be    
immaterial, may also impair our business and financial situation.               

        If any of the following risks occur, our business, financial condition
and results of operations could be materially adversely affected. In such case, 
the trading price of our securities could decline, and you may lose all or part 
of your investment.                                                             

 RISKS RELATED TO OUR INDUSTRY

THE PRODUCTS WE SELL ARE INHERENTLY RISKY AND COULD GIVE RISE TO PRODUCT        
LIABILITY AND OTHER CLAIMS.                                                     

         The products that we manufacture are typically used in applications and
situations that involve high levels of risk of personal injury. Failure to use  
our products for their intended purposes, failure to use them properly, their   
malfunction, or, in some limited circumstances, even correct use of our         
products, could result in serious bodily injury or death. Our products include: 
body armor and plates designed to protect against ballistic and sharp instrument
penetration; less-lethal products such as less-lethal munitions, pepper sprays, 
distraction devices and flameless expulsion grenades; various models of police  
batons; rotary and fixed-wing aircraft seating systems; parachutes; vehicle and 
hard armoring systems; and police duty gear.                                    

Claims have been made and are pending against certain of our  
subsidiaries, involving permanent physical injury and death caused by           
self-defense sprays and other munitions intended to be less-lethal. In addition,
the manufacture and sale of certain less-lethal products may be the subject of  
product liability claims arising from the design, manufacture or sale of such   
goods. If these claims are decided against us and we are found to be liable, we 
may be required to pay substantial damages and our insurance costs may increase 
significantly as a result. Also, a significant or extended lawsuit, such as a   
class action, could also divert significant amounts of management's time and    
attention. We cannot assure you that our insurance coverage would be sufficient 
to cover the payment of any potential claim. In addition, we cannot assure you  
that this or any other insurance coverage will continue to be available or, if  
available, that we will be able to obtain it at a reasonable cost. Our cost of  
obtaining insurance coverage has risen substantially since September 11, 2001.  
Any material uninsured loss could have a material adverse effect on our         
business, financial condition and results of operations. In addition, the       
inability to obtain product liability coverage would prohibit us from bidding   
for orders from certain governmental customers since, at present, many bids from
governmental entities require such coverage, and any such inability would have a
material adverse effect on our business, financial condition and results of     
operations.                                                                     

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 Both private claimants and State Attorneys General have already
commenced legal action against Second Chance Body Armor based upon its          
Ultima(R)and Ultimax(R)model vests. Second Chance Body Armor licenses from      
Simula, one of our indirect subsidiaries, a certain patented technology which is
used in some of the body armor it manufactures, but to our knowledge, no lawsuit
has yet been brought against Second Chance Body Armor based upon this licensed  
technology, although a letter was received by Simula from an attorney           
representing a police officer who was injured while wearing a Second Chance Body
Armor vest alleging potential liability against Simula. In addition, the U.S.   
Attorney General has asked the U.S. Department of Justice to investigate the    
claims regarding the Zylon(R)vests. As Simula has licensed its technology to    
Second Chance Body Armor, it may be impacted by the pending claims against      
Second Chance Body Armor and the investigation being conducted by the U.S.      
Department of Justice. If Simula is included in the claims pending against      
Second Chance Body Armor and the investigation being conducted by the U.S.      
Department of Justice, we cannot assure you that any judgment, settlement or    
resolution against Simula will not have a material adverse effect on Simula's   
business, financial condition and results of operations.                        

  The National Institute of Justice (NIJ) is engaged in an ongoing
inquiry and investigation of bullet-resistant vests and the protocol for testing
used vests, as well as the reliability of Zylon and other fibers. We have       
consulted with and cooperated fully with the NIJ in this endeavor. To date, the 
NIJ has embarked only in its first phase of testing, which entails vests that   
have been heavily worn or exposed to adverse conditions, and which involves     
modified ballistic standards applicable to new vests. Although some of the vests
tested, including ours, experienced some level of penetration, the NIJ          
specifically warned against the misuse and misinterpretation of these results,  
emphasizing that the data produced so far is preliminary in nature, applies to a
very small sample size and therefore it is not possible to draw any             
statistically-based conclusions from these results. The NIJ will continue to    
conduct further testing and analyze these issues in order to determine if any   
conclusions can be reached as to the performance and reliability of aged vests. 
We have requested the NIJ to provide us with its testing data, and we intend to 
evaluate and review the NIJ results in our continuing effort to assist the NIJ  
in developing uniform standards for certification of new vests and the testing  
of used vests. The NIJ continues to encourage law enforcement officers to wear  
body armor, in light of the fact that "the lives of more than 2,700 law         
enforcement officers have been saved by the use of bullet-resistant body armor  
over the past 30 years."                                                        

WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND OUR FAILURE OR INABILITY  
TO COMPLY WITH THESE REGULATIONS COULD MATERIALLY RESTRICT OUR OPERATIONS AND   
SUBJECT US TO SUBSTANTIAL PENALTIES.                                            

      We are subject to federal licensing requirements with respect to the
sale in foreign countries of certain of our products. In addition, we are       
obligated to comply with a variety of federal, state and local regulations, both
domestically and abroad, governing certain aspects of our operations and        
workplace, including regulations promulgated by, among others, the U.S.         
Departments of Commerce, State and Transportation, the Federal Aviation         
Administration, the U.S. Environmental Protection agency and the U.S. Bureau of 
Alcohol, Tobacco and Firearms. The U.S. Bureau of Alcohol, Tobacco, and Firearms
also regulates us as a result of our                                            

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manufacturing of certain destructive devices and by the use of ethyl alcohol in 
certain products. We also ship hazardous goods, and in doing so, must comply    
with the regulations of the U.S. Department of Transportation for packaging and 
labeling. Additionally, the failure to obtain applicable governmental approval  
and clearances could adversely affect our ability to continue to service the    
government contracts we maintain. Furthermore, we have material contracts with  
governmental entities and are subject to rules, regulations and approvals       
applicable to government contractors. We are also subject to routine audits to  
assure our compliance with these requirements. We have become aware that we are 
not in full compliance with certain regulations governing the export of         
equipment and related technology used for military purposes that are applicable 
to certain of our products. We have undertaken steps to comply with these       
regulations and to help ensure compliance in the future. We do not believe that 
such noncompliance will have a material adverse effect on our business. In      
addition, a number of our employees involved with certain of our federal        
government contracts are required to obtain specified levels of security        
clearances. Our business may suffer if we or our employees are unable to obtain 
the security clearances that are needed to perform services contracted for the  
Department of Defense, one of our major customers. Our failure to comply with   
these contract terms, rules or regulations could expose us to substantial       
penalties, including the loss of these contracts and disqualification as a U.S. 
government contractor.                                                          

       Like other companies operating internationally, we are subject to the
Foreign Corrupt Practices Act and other laws which prohibit improper payments to
foreign governments and their officials by U.S. and other business entities. We 
operate in countries known to experience endemic corruption. Our extensive      
operations in such countries creates risk of an unauthorized payment by one of  
our employees or agents which would be in violation of various laws including   
the Foreign Corrupt Practices Act. Violations of the Foreign Corrupt Practices  
Act may result in severe criminal penalties which could have a material adverse 
effect on our business, financial condition and results of operations.          

WE HAVE SIGNIFICANT INTERNATIONAL OPERATIONS AND ASSETS AND ARE THEREFORE       
SUBJECT TO ADDITIONAL FINANCIAL AND REGULATORY RISKS.                           

    We sell our products in foreign countries and seek to increase our
level of international business activity. Our overseas operations are subject to
various risks, including: U.S.-imposed embargoes of sales to specific countries 
(which could prohibit sales of our products there); foreign import controls     
(which may be arbitrarily imposed and enforced and which could interrupt our    
supplies or prohibit customers from purchasing our products); exchange rate     
fluctuations; dividend remittance restrictions; expropriation of assets; war,   
civil uprisings and riots; government instability; the necessity of obtaining   
government approvals for both new and continuing operations; and legal systems  
of decrees, laws, taxes, regulations, interpretations and court decisions that  
are not always fully developed and that may be retroactively or arbitrarily     
applied.                                                                        

         One component of our strategy is to expand our operations into selected
international markets. Military procurement, for example, has traditionally had 
a large international base. Countries in which we are actively marketing include
Germany, Canada, France, Italy, the United Kingdom, Norway, Japan, India, Korea 
and Australia. We, however, may be unable to                                    

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execute our business model in these markets or new markets. Further, foreign    
providers of competing products and services may have a substantial advantage   
over us in attracting consumers and businesses in their country due to earlier  
established businesses in that country, greater knowledge with respect to the   
cultural differences of consumers and businesses residing in that country and/or
their focus on a single market. We expect to continue to experience higher costs
as a percentage of revenues in connection with the development and maintenance  
of international products and services. In pursuing our international expansion 
strategy, we face several additional risks, including:                          

       o    foreign laws and regulations, which may vary country by country,
that may impact how we conduct our business;        

     o    higher costs of doing business in foreign countries, including
different employment laws;                          

  o    potential adverse tax consequences if taxing authorities in
 different jurisdictions worldwide disagree with their
            interpretation of various tax laws or their determinations as to
           the income and expenses attributable to specific jurisdictions,
           which could result in our paying additional taxes, interest and
penalties;                                          

       o    technological differences that vary by marketplace, which we may
not be able to support;                             

o    longer payment cycles and foreign currency fluctuations; 

o    economic downturns; and                                  

      o    revenue growth outside of the United States may not continue at
           the same rate if it is determined that we have already launched
      our products and services in the most significant markets.

      We may also be subject to unanticipated income taxes, excise duties,
import taxes, export taxes or other governmental assessments. In addition, a    
percentage of the payments to us in our international markets are often in local
currencies. Although most of these currencies are presently convertible into    
U.S. dollars, we cannot be sure that convertibility will continue. Even if      
currencies are convertible, the rate at which they convert is subject to        
substantial fluctuation. Our ability to transfer currencies into or out of local
currencies may be restricted or limited. Any of these events could result in a  
loss of business or other unexpected costs which could reduce revenue or profits
and have a material adverse effect on our business, financial condition and     
results of operations.                                                          

         We routinely operate in areas where local government policies regarding
foreign entities and the local tax and legal regimes are often uncertain, poorly
administered and in a state of flux. We cannot, therefore, be certain that we   
are in compliance with, or will be protected by, all relevant local laws and    
taxes at any given point in time. A subsequent determination that we failed to  
comply with relevant local laws and taxes could have a material adverse effect  
on our business, financial condition and results of operations.                 

One or more of these factors could adversely effect our future        
international operations and, consequently, could have a material adverse effect
on our business, financial condition and results of operation.                  

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 RISKS RELATED TO OUR BUSINESS

MANY OF OUR CUSTOMERS HAVE FLUCTUATING BUDGETS WHICH MAY CAUSE SUBSTANTIAL      
FLUCTUATIONS IN OUR RESULTS OF OPERATIONS.                                      

       Customers for our products include federal, state, municipal, foreign
and military, law enforcement and other governmental agencies. Government tax   
revenues and budgetary constraints, which fluctuate from time to time, can      
affect budgetary allocations for these customers. Many domestic and foreign     
government agencies have in the past experienced budget deficits that have led  
to decreased spending in defense, law enforcement and other military and        
security areas. Our results of operations may be subject to substantial         
period-to-period fluctuations because of these and other factors affecting      
military, law enforcement and other governmental spending. For example, we      
attribute part of the decline in our Products Division revenue during the first 
quarter of 2001 with the timing of the Bulletproof Vest Partnership Act, which  
provides federal matching funds to law enforcement agencies purchasing bullet   
resistant vests. We believe that many agencies delayed their purchasing         
decisions during the first quarter of 2001 until such federal funds were fully  
allocated. A reduction of funding for federal, state, municipal, foreign and    
other governmental agencies could have a material adverse effect on sales of our
products and our business, financial condition and results of operations.       

THE LOSS OF, OR A SIGNIFICANT REDUCTION IN, U.S. MILITARY BUSINESS WOULD HAVE A 
MATERIAL ADVERSE EFFECT ON US.                                                  

  U.S. military contracts account for a significant portion of our
business. The U.S. military funds these contracts in annual increments. These   
contracts require subsequent authorization and appropriation that may not occur 
or that may be greater than or less than the total amount of the contract.      
Changes in the U.S. military's budget, spending allocations, and the timing of  
such spending could adversely affect our ability to receive future contracts.   
None of our contracts with the U.S. military have a minimum purchase commitment 
and the U.S. military generally has the right to cancel its contracts           
unilaterally without prior notice. We are the sole-source provider to the U.S.  
military for up-armoring of the U.S. military's High Mobility Multipurpose      
Wheeled Vehicles ("HMMWVs"). The HMMWVs are manufactured by AM General          
Corporation under separate U.S. military contracts. Should production or        
deliveries of HMMWVs be significantly interrupted, or should other single source
suppliers significantly interrupt deliveries of our components for up-armoring  
the HMMWVs, we will not be able to deliver such up-armoring systems for the     
HMMWVs to the U.S. military on schedule, which could have a material adverse    
effect on our business, financial condition and results of operations. We also  
manufacture for the U.S. military helicopter seating systems, aircraft and land 
vehicle armor systems, protective equipment for military personnel and other    
technologies used to protect soldiers in a variety of life-threatening or       
catastrophic situations. The loss of, or a significant reduction in, U.S.       
military business for our helicopter seating systems, aircraft and land vehicle 
armor systems and other protective equipment could have a material adverse      
effect on our business, financial condition and results of operations.          

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WE MAY LOSE MONEY OR GENERATE LESS THAN EXPECTED PROFITS ON OUR FIXED-PRICE     
CONTRACTS.                                                                      

     Some of our government contracts provide for a predetermined, fixed
price for the products we make regardless of the costs we incur. Therefore,     
fixed-price contracts require us to price our contracts by forecasting our      
expenditures. When making proposals for fixed-price contracts, we rely on our   
estimates of costs and timing for completing these projects. These estimates    
reflect management's judgments regarding our capability to complete projects    
efficiently and timely. Our production costs may, however, exceed forecasts due 
to unanticipated delays or increased cost of materials, components, labor,      
capital equipment or other factors. Therefore, we may incur losses on fixed     
price contracts that we had expected to be profitable, or such contracts may be 
less profitable than expected, which could have a material adverse effect on our
business, financial condition and results of operations.                        

OUR BUSINESS IS SUBJECT TO VARIOUS LAWS AND REGULATIONS FAVORING THE U.S.       
GOVERNMENT'S CONTRACTUAL POSITION, AND OUR FAILURE TO COMPLY WITH SUCH LAWS AND 
REGULATIONS COULD HARM OUR OPERATING RESULTS AND PROSPECTS.                     

      As a contractor to the U.S. government, we must comply with laws and
regulations relating to the formation, administration and performance of the    
federal government contracts that affect how we do business with our clients and
may impose added costs on our business. These rules generally favor the U.S.    
government's contractual position. For example, these regulations and laws      
include provisions that subject contracts we have been awarded to:              

o    protest or challenge by unsuccessful bidders; and        

o    unilateral termination, reduction or modification by the 
government.                                         

        The accuracy and appropriateness of certain costs and expenses used to
substantiate our direct and indirect costs for the U.S. government under both   
cost-plus and fixed-price contracts are subject to extensive regulation and     
audit by the Defense Contract Audit Agency, an arm of the U.S. Department of    
Defense. Responding to governmental audits, inquiries or investigations may     
involve significant expense and divert management's attention. Our failure to   
comply with these or other laws and regulations could result in contract        
termination, suspension or debarment from contracting with the federal          
government, civil fines and damages and criminal prosecution and penalties, any 
of which could have a material adverse effect on our business, financial        
condition and results of operations.                                            

OUR MARKETS ARE HIGHLY COMPETITIVE AND IF WE ARE UNABLE TO COMPETE EFFECTIVELY, 
WE WILL BE ADVERSELY AFFECTED.                                                  

       The markets in which we operate include a large number of competitors
ranging from small businesses to multinational corporations and are highly      
competitive. Competitors who are larger, better financed and better known than  
us may compete more effectively than we can. In order to stay competitive in our
industry, we must keep pace with changing technologies and client preferences.  
If we are unable to differentiate our services from those of our competitors,   
our revenues may decline. In addition, our competitors have established         
relationships among themselves or with third parties to increase their ability  
to address client needs. As a result, new competitors or alliances among        
competitors may emerge and compete more effectively than we can. There is also a
significant industry trend towards consolidation, which may result in the       
emergence of companies which are better able to compete against us.             

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THERE ARE LIMITED SOURCES FOR SOME OF OUR RAW MATERIALS WHICH MAY SIGNIFICANTLY 
CURTAIL OUR MANUFACTURING OPERATIONS.                                           

    The raw materials that we use in manufacturing ballistic resistant
garments and up-armored vehicles include: SpectraShield, a patented product of  
Honeywell, Inc.; Z-Shield, a patented product of Honeywell, Inc.; Zylon, a      
patented product of Toyobo Co., Ltd.; Kevlar, a patented product of E.I. du Pont
de Nemours Co., Inc., or DuPont; and Twaron, a patented product of Akzo-Nobel   
Fibers, B.V. We purchase these materials in the form of woven cloth from five   
independent weaving companies. In the event Du Pont or its licensee in Europe   
cease, for any reason, to produce or sell Kevlar to us, we would utilize these  
other ballistic resistant materials as a substitute. However, none of           
SpectraShield, Twaron, Z-Shield or Zylon is expected to become a complete       
substitute for Kevlar in the near future. We enjoy a good relationship with our 
suppliers of Kevlar, SpectraShield, Twaron, Z-Shield and Zylon. The use of Zylon
and Z-Shield in the design of ballistic resistant vests is a recent             
technological advancement that is subject to continuing development and study.  
Toyobo is the only producer of Zylon, and Honeywell is the only producer of     
Z-Shield. Should these materials become unavailable for any reason, we would be 
unable to replace them with materials of like weight and strength. Thus, if our 
supply of any of these materials were materially reduced or cut off or if there 
was a material increase in the prices of these materials, our manufacturing     
operations could be adversely affected and our costs increased, and our         
business, financial condition and results of operations could be materially     
adversely affected.                                                             

WE MAY BE UNABLE TO COMPLETE OR INTEGRATE ACQUISITIONS EFFECTIVELY, IF AT ALL,  
AND AS A RESULT MAY INCUR UNANTICIPATED COSTS OR LIABILITIES OR OPERATIONAL     
DIFFICULTIES.                                                                   

         We intend to grow through the acquisition of businesses and assets that
will complement our current businesses. We cannot be certain that we will be    
able to identify attractive acquisition targets, obtain financing for           
acquisitions on satisfactory terms or successfully acquire identified targets.  
Furthermore, we may have to divert our management's attention and our financial 
and other resources from other areas of our business. Our inability to implement
our acquisition strategy successfully may hinder the expansion of our business. 
Because we depend in part on acquiring new businesses and assets to develop and 
offer new products, failure to implement our acquisition strategy may also      
adversely affect our ability to offer new products in line with industry trends.

      We may not be successful in integrating acquired businesses into our
existing operations. Integration may result in unanticipated liabilities or     
unforeseen operational difficulties, which may be material, or require a        
disproportionate amount of management's attention. Acquisitions may result in us
incurring additional indebtedness or issuing preferred stock or additional      
common stock. Competition for acquisition opportunities in the industry may     
rise, thereby increasing our cost of making acquisitions or causing us to       
refrain from making further acquisitions. In addition, the terms and conditions 
of our secured revolving credit facility and the indenture governing our 8 1/4% 
notes impose restrictions on us that, among other things, restrict our ability  
to make acquisitions.                                                           

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OUR RESOURCES MAY BE INSUFFICIENT TO MANAGE THE DEMANDS IMPOSED BY OUR GROWTH.  

     We have rapidly expanded our operations, and this growth has placed
significant demands on our management, administrative, operating and financial  
resources. The continued growth of our customer base, the types of services and 
products offered and the geographic markets served can be expected to continue  
to place a significant strain on our resources. In addition, we cannot easily   
identify and hire personnel qualified both in the provision and marketing of our
security services and products. Our future performance and profitability will   
depend in large part on our ability to attract and retain additional management 
and other key personnel; our ability to implement successful enhancements to our
management, accounting and information technology systems; and our ability to   
adapt those systems, as necessary, to respond to growth in our business.        

WE ARE DEPENDENT ON INDUSTRY RELATIONSHIPS.                                     

 A number of our products are components in our customers' final
products. Accordingly, to gain market acceptance, we must demonstrate that our  
products will provide advantages to the manufacturers of final products,        
including increasing the safety of their products, providing such manufacturers 
with competitive advantages or assisting such manufacturers in complying with   
existing or new government regulations affecting their products. There can be no
assurance that our products will be able to achieve any of these advantages for 
the products of our customers. Furthermore, even if we are able to demonstrate  
such advantages, there can be no assurance that such manufacturers will elect to
incorporate our products into their final products, or if they do, that our     
products will be able to meet such customers' manufacturing requirements.       
Additionally, there can be no assurance that our relationships with our         
manufacturer customers will ultimately lead to volume orders for our products.  
The failure of manufacturers to incorporate our products into their final       
products could have a material adverse effect on our business, financial        
condition and results of operations.                                            

WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, INCLUDING THE           
TECHNOLOGIES WE USE TO FURNISH THE UP-ARMORING OF HMMWVS.                       

   We are dependent upon a variety of methods and techniques that we
regard as proprietary trade secrets. We are also dependent upon a variety of    
trademarks, service marks and designs to promote brand name development and     
recognition. We rely on a combination of trade secret, copyright, patent,       
trademark, unfair competition and other intellectual property laws as well as   
contractual agreements to protect our rights to such intellectual property. Due 
to the difficulty of monitoring unauthorized use of and access to intellectual  
property, however, such measures may not provide adequate protection. It is     
possible that our competitors may access our intellectual property and          
proprietary information and use it to their advantage. In addition, there can be
no assurance that courts will always uphold our intellectual property rights, or
enforce the contractual arrangements that we have entered into to protect our   
proprietary technology. Any unenforceability or misappropriation of our         
intellectual property could have a material adverse effect on our business,     
financial condition and results of operations. Furthermore, we cannot assure you
that any pending patent application or trademark application made by us will    
result in an issued patent or registered trademark, or that, if a patent is     
issued, it will provide meaningful protection against competitors or competitor 
technologies. In addition, if we bring or become                                

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subject to litigation to defend against claimed infringement of our rights or of
the rights of others or to determine the scope and validity of our intellectual 
property rights, such litigation could result in substantial costs and diversion
of our resources which could have a material adverse effect on our business,    
financial condition and results of operations. Unfavorable results in such      
litigation could also result in the loss or compromise of our proprietary       
rights, subject us to significant liabilities, require us to seek licenses from 
third parties on unfavorable terms, or prevent us from manufacturing or selling 
our products, any of which could have a material adverse effect on our business,
financial condition and results of operations.                                  

TECHNOLOGICAL ADVANCES, THE INTRODUCTION OF NEW PRODUCTS, AND NEW DESIGN AND    
MANUFACTURING TECHNIQUES COULD ADVERSELY AFFECT OUR OPERATIONS UNLESS WE ARE    
ABLE TO ADAPT TO THE RESULTING CHANGE IN CONDITIONS.                            

     Our future success and competitive position depend to a significant
extent upon our proprietary technology. We must make significant investments to 
continue to develop and refine our technologies. We will be required to expend  
substantial funds for and commit significant resources to the conduct of        
continuing research and development activities, the engagement of additional    
engineering and other technical personnel, the purchase of advanced design,     
production and test equipment, and the enhancement of design and manufacturing  
processes and techniques. Our future operating results will depend to a         
significant extent on our ability to continue to provide design and             
manufacturing services for new products that compare favorably on the basis of  
time to introduction, cost and performance with the design and manufacturing    
capabilities. The success of new design and manufacturing services depends on   
various factors, including utilization of advances in technology, innovative    
development of new solutions for customer products, efficient and cost-effective
services, timely completion and delivery of new product solutions and market    
acceptance of customers' end products. Because of the complexity of our         
products, we may experience delays from time to time in completing the design   
and manufacture of new product solutions. In addition, there can be no assurance
that any new product solutions will receive or maintain customer or market      
acceptance. If we are unable to design and manufacture solutions for new        
products of our customers on a timely and cost-effective basis, such inability  
could have a material adverse effect on our business, financial condition and   
results of operations.                                                          

WE MAY BE ADVERSELY AFFECTED BY APPLICABLE ENVIRONMENTAL LAWS AND REGULATIONS.  

We are subject to federal, state, local and foreign laws and  
regulations governing the protection of the environment and human health,       
including those regulating discharges to the air and water, the management of   
wastes, and the control of noise and odors. We cannot assure you that we are at 
all times in complete compliance with all such requirements. Like all companies 
in our industry, we are subject to potentially significant fines or penalties if
we fail to comply with environmental requirements. Environmental requirements   
are complex, change frequently, and could become more stringent in the future.  
Accordingly, we cannot assure you that these requirements will not change in a  
manner that will require material capital or operating expenditures or will     
otherwise have a material adverse effect on us in the future. In addition, we   
are also subject to environmental laws requiring the investigation and clean-up 
of environmental contamination. We may be subject to liability, including       
liability for clean-up costs, if                                                

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contamination is discovered at one of our current or former facilities, in some 
circumstances even if such contamination was caused by a third party such as a  
prior owner. We also may be subject to liability if contamination is discovered 
at a landfill or other location where we have disposed of wastes,               
notwithstanding that its historic disposal practices may have been in accordance
with all applicable requirements. We use Orthochlorabenzalmalononitrile and     
Chloroacetophenone chemical agents in connection with our production of tear    
gas, and these chemicals are hazardous and could cause environmental damage if  
not handled and disposed of properly. Moreover, private parties may bring claims
against us based on alleged adverse health impacts or property damage caused by 
our operations. The amount of liability for cleaning up contamination or        
defending against private party claims could be material.                       

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

DELAWARE LAW MAY LIMIT POSSIBLE TAKEOVERS.                                      

        Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the General Corporation Law of the State of        
Delaware. In general, Section 203 prohibits publicly-held Delaware corporations 
to which it applies from engaging in a "business combination" with an           
"interested stockholder" for a period of three years after the date of the      
transaction in which the person became an interested stockholder, unless the    
business combination is approved in a prescribed manner. This provision could   
discourage others from bidding for our shares and could, as a result, reduce the
likelihood of an increase in our stock price that would otherwise occur if a    
bidder sought to buy our stock.                                                 

OUR CERTIFICATE OF INCORPORATION AUTHORIZES THE ISSUANCE OF SHARES OF BLANK     
CHECK PREFERRED STOCK.                                                          

       Our certificate of incorporation provides that our board of directors
will be authorized to issue from time to time, without further stockholder      
approval, up to 5,000,000 shares of preferred stock in one or more series and to
fix or alter the designations, preferences, rights and any qualifications,      
limitations or restrictions of the shares of each series, including the dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption,  
including sinking fund provisions, redemption price or prices, liquidation      
preferences and the number of shares constituting any series or designations of 
any series. Such shares of preferred stock could have preferences over our      
common stock with respect to dividends and liquidation rights. We may issue     
additional preferred stock in ways which may delay, defer or prevent a change in
control of us without further action by our stockholders. Such shares of        
preferred stock may be issued with voting rights that may adversely affect the  
voting power of the holders of our common stock by increasing the number of     
outstanding shares having voting rights, and by the creation of class or series 
voting rights.                                                                  

THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.                              

  The market price for our common stock may be highly volatile. We
believe that a variety of factors, including announcements by us or our         
competitors, quarterly variations in financial results, trading volume, general 
market trends and other factors, could cause the market price of our common     
stock to fluctuate substantially. Additionally, due to our relatively modest    
size, our winning or losing a large contract may have the effect of distorting  
our overall financial results.                                                  

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WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE 
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK      
PRICE.                                                                          

       As part of our acquisition strategy, we anticipate issuing additional
shares of common stock as consideration for such acquisitions. To the extent    
that we are able to grow through acquisitions and issue our shares of common    
stock as consideration, the number of outstanding shares of common stock that   
will be eligible for sale in the future is likely to increase substantially.    
Persons receiving shares of our common stock in connection with these           
acquisitions may be more likely to sell large quantities of their common stock  
that may influence the price of our common stock. In addition, the potential    
issuance of additional shares in connection with anticipated acquisitions could 
lessen demand for our common stock and result in a lower price than would       
otherwise be obtained.                                                          

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED WHEN ADDITIONAL SHARES ARE SOLD.      

         If our stockholders sell substantial amounts of our common stock in the
public market, the market price of our common stock could fall. These sales     
might make it more difficult for us to sell equity or equity-related securities 
in the future at a time and price that we deem appropriate and may require us to
issue greater amounts of our common stock to finance future acquisitions.       
Additional shares sold to finance acquisitions may dilute our earnings per share
if the new operations' earnings are disappointing.                              

OUR DEBT AGREEMENTS RESTRICT OUR ABILITY TO PAY DIVIDENDS OR MAKE OTHER         
DISTRIBUTIONS TO OUR STOCKHOLDERS.                                              

        Our debt agreements, such as the indenture governing the 8 1/4% senior
subordinated notes and the senior credit facility, contain covenants that limit 
our ability to pay dividends or make other distributions to our stockholders. We
intend to seek an amendment to each of our debt agreements so that we can pay   
dividends or make other distributions to our stockholders. However, we cannot   
assure you that we will obtain the amendments necessary to allow us to pay      
dividends or make other distributions to our stockholders.                      

WE HAVE A HIGH LEVEL OF DEBT.                                                   

        Our high level of debt could have important consequences to you and to
us. For example:                                                                

    o    No payment of any kind may be made to our common stockholders
         without first meeting our obligations under our senior credit
  facility and the indenture governing our 8 1/4% notes;

    o    We may become more vulnerable to general adverse economic and
   industry conditions and adverse changes in governmental
regulations;                                        

     o    We may have to dedicate a substantial portion of our cash flow
             from operations to make payments required under our senior credit
            facility and the 8 1/4% notes, reducing the availability of cash
      flow to fund future capital expenditures, working capital,
            execution of our growth strategy, research and development costs
and other general corporate requirements;           

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       o    We may have limited flexibility in planning for, or reacting to,
             changes in our business and our industry, which may place us at a
             competitive disadvantage compared with competitors that have less
debt or more financial resources;                   

        o    We may have limited ability to borrow additional funds, even when
necessary to maintain adequate liquidity; and       

o    The terms of our senior credit facility and the indenture
         governing the 8 1/4% notes will allow us to incur substantial
          amounts of additional debt, subject to certain limitations. We
             might incur additional debt for various reasons, including to pay
             for additional acquisitions that we may make and assuming debt of
companies that we may acquire.                      

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 RISKS RELATING TO THE DEBT SECURITIES

OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH, AND   
PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER THE DEBT SECURITIES.           

We have a significant amount of indebtedness. Our significant 
indebtedness could:                                                             

    o    make it more difficult for us to satisfy our obligations with
respect to the debt securities;                     

 o    increase our vulnerability to general adverse economic and
industry conditions;                                

         o    require us to dedicate a substantial portion of our cash flow from
            operations to payments on our indebtedness, thereby reducing the
          availability of our cash flow to fund working capital, capital
        expenditures, acquisitions and investments and other general
corporate purposes;                                 

        o    limit our flexibility in planning for, or reacting to, changes in
our business and the markets in which we operate;   

         o    place us at a competitive disadvantage compared to our competitors
that have less debt; and                            

         o    limit, among other things, our ability to borrow additional funds.

      The terms of the indenture governing the 8 1/4% notes and the senior
credit facility allow us to issue and incur additional debt upon satisfaction of
certain conditions. See "Description of Senior Subordinated Notes" for a        
description of our 8 1/4% notes and the related indenture and "Description of   
Senior Indebtedness" for a description of our senior credit facility. If new    
debt is added to current debt levels, the related risks described above could   
increase.                                                                       

NOT ALL OF OUR SUBSIDIARIES WILL GUARANTEE OUR OBLIGATIONS UNDER THE DEBT       
SECURITIES, AND THE ASSETS OF THE NON-GUARANTOR SUBSIDIARIES MAY NOT BE         
AVAILABLE TO MAKE PAYMENTS ON THE DEBT SECURITIES.                              

        Our present and future subsidiaries may guarantee the debt securities.
Payments on the debt securities are only required to be made by us and the      
subsidiary guarantors. Our non-guarantor subsidiaries are separate and distinct 
legal entities and have no obligation, contingent or otherwise, to pay any      
amounts due pursuant to the debt securities or the guarantees or to make any    
funds available therefor, whether by dividends, loans, distributions or other   
payments. Any right that we or the subsidiary guarantors have to receive any    
assets of any of the non-guarantor subsidiaries upon the liquidation or         
reorganization of those subsidiaries, and the consequent rights of the holders  
of debt securities to realize proceeds from the sale of any of those            
subsidiaries' assets, will be effectively subordinated to the claims of those   
subsidiaries' creditors, including trade creditors and holders of debt of those 
subsidiaries.                                                                   

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       In the event of a bankruptcy, liquidation or reorganization of any of
the non-guarantor subsidiaries, holders of their liabilities, including their   
trade creditors, will be entitled to payment of their claims from the assets of 
those subsidiaries before any assets are made available for distribution to us. 
As a result, the debt securities are effectively subordinated to all            
indebtedness and other liabilities of the non-guarantor subsidiaries.           

WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR INDEBTEDNESS AND OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.            

      Our ability to make payments on or refinance our debt, including the
debt securities, will depend largely upon our future operating performance and  
cash flow. Our future operating performance and cash flow are subject to many   
factors, including general economic, financial, competitive, legislative,       
regulatory and other factors that are beyond our control.                       

     We cannot assure you that our business will generate cash flow from
operations in an amount sufficient to enable us to pay the interest and         
principal on our debt, including the debt securities, or to fund our other      
liquidity needs. If we are unable to meet our debt service requirements, we may 
have to renegotiate the terms of our debt. We cannot assure you that we will be 
able to renegotiate or refinance any of our debt on commercially reasonable     
terms or at all. In addition, prior to the repayment of the debt securities, we 
will be required to repay or refinance our new senior credit facility and,      
perhaps, any other senior debt we incur. Any new debt we incur may have a       
shorter maturity than the debt securities. Payment of such debt will reduce the 
amount of funds available for us to make payments on the debt securities.       

      If we are unable to refinance our debt or obtain new financing under
these circumstances, we would have to consider other options, such as sales of  
certain assets to meet our debt service obligations or diverting cash, if       
available, that would have been used for other business purposes. These options 
may not be feasible or prove adequate, and may also adversely affect our        
operations or the implementation of our business plans. Our senior credit       
facility and the indenture governing the debt securities may restrict, or market
or business conditions may limit, our ability to do some of these things.       
Non-payment or other non-compliance with our senior credit facility, the        
indenture or the instruments governing our other debt could result in an event  
of default under our senior credit facility, the indenture or the instruments   
governing our other debt, which could also trigger an event of default under the
debt securities.                                                                

COVENANTS IN OUR DEBT AGREEMENTS RESTRICT OUR ACTIVITIES AND COULD ADVERSELY    
AFFECT OUR BUSINESS.                                                            

        Our debt agreements, such as the indenture governing the 8 1/4% senior
subordinated notes and the new senior credit facility, contain various covenants
that limit our ability and the ability of our restricted subsidiaries to engage 
in a variety of transactions under certain circumstances, including:            

o    incurring additional debt;                               

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o    issuing preferred stock;                                 

       o    paying dividends or making other distributions on, and redeeming
or repurchasing, capital stock;                     

o    making investments or other restricted payments;         

o    entering into transactions with affiliates;              

o    engaging in sale and leaseback transactions;             

o    issuing stock of restricted subsidiaries;                

o    selling assets;                                          

o    creating liens on assets to secure debt; or              

o    effecting a consolidation or merger.                     

        These covenants limit our operational flexibility and could prevent us
from taking advantage of business opportunities as they arise, growing our      
business or competing effectively. In addition, our new senior credit facility  
requires us to maintain specified financial ratios and satisfy other financial  
condition tests. Our ability to meet these financial ratios and tests can be    
affected by events beyond our control, and we cannot assure you that we will    
meet these tests.                                                               

      A breach of any of these covenants or other provisions in any of our
debt agreements could result in an event of default under that agreement, which 
if not cured or waived, could result in such debt becoming immediately due and  
payable. This, in turn, could cause our other debt to become due and payable as 
a result of cross-acceleration provisions contained in the agreements governing 
such other debt. In the event that some or all of our debt is accelerated and   
becomes immediately due and payable, we may not have the funds to repay, or the 
ability to refinance, all or any of such debt. In addition, in the event that   
the debt securities become immediately due and payable, as a result of the      
subordination provisions of the debt securities, the holders of the debt        
securities would not be entitled to receive any payment in respect of the debt  
securities until all of our senior debt has been paid in full.                  

A PUBLIC MARKET FOR THE DEBT SECURITIES MAY NOT DEVELOP.                        

        There can be no assurance that a public market for the debt securities
will develop or, if such a market develops, as to the liquidity of the market.  
If a market were to develop, the debt securities could trade at prices that may 
be higher or lower than their principal amount. We do not intend to apply for   
listing of the debt securities on any securities exchange or for quotation of   
the debt securities on any automated quotation system. If an active public      
market does not develop or continue, the market price and liquidity of the debt 
securities may be adversely affected.                                           

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In addition, the liquidity of the trading market in the debt  
securities, and the market price quoted for the debt securities, may be         
adversely affected by changes in the overall market for high-yield securities   
and by changes in our financial performance or prospects or in the prospects for
companies in our industry generally. As a result, you cannot be sure that an    
active trading market will develop for the debt securities.                     

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID  
GUARANTEES AND REQUIRE HOLDERS OF DEBT SECURITIES TO RETURN PAYMENTS RECEIVED   
FROM GUARANTORS.                                                                

         If a bankruptcy case or lawsuit is initiated by unpaid creditors of any
guarantor, the debt represented by the guarantees entered into by the guarantors
may be reviewed under the Federal bankruptcy law and comparable provisions of   
state fraudulent transfer laws. Under these laws, a guarantee could be voided,  
or claims in respect of the guarantee could be subordinated to certain          
obligations of a guarantor if, among other things, the guarantor, at the time it
entered into the guarantee:                                                     

o    received less than reasonably equivalent value or fair   
consideration for entering into the guarantee; and  

o    either:                                                  

          o    was insolvent or rendered insolvent by reason of entering
into a guarantee; or                      

       o    was engaged in a business or transaction for which the
                 guarantor's remaining assets constituted unreasonably small
capital; or                               

             o    intended to incur, or believed that it would incur, debts or
                   contingent liabilities beyond its ability to pay them as they
become due.                               

         In addition, any payment by a guarantor could be voided and required to
be returned to the guarantor or to a fund for the benefit of the guarantor's    
creditors under those circumstances.                                            

       If a guarantee of a subsidiary were voided as a fraudulent conveyance
or held unenforceable for any other reason, holders of the debt securities would
be solely creditors of our company and creditors of our other subsidiaries that 
have validly guaranteed the debt securities. The debt securities then would be  
effectively subordinated to all liabilities of the subsidiary whose guarantee   
was voided.                                                                     

      The measures of insolvency for purposes of these fraudulent transfer
laws will vary depending upon the law applied in any proceeding to determine    
whether a fraudulent transfer has occurred. Generally, however, a guarantor     
would be considered insolvent if:                                               

         o    the sum of its debts, including contingent liabilities, is greater
 than the fair saleable value of all of its assets; or

     o    the present fair saleable value of its assets is less than the
amount that would be                                

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         required to pay its probable liability on its existing debts,
         including contingent liabilities, as they become absolute and
mature; or                                          

   o    it could not pay its debts or contingent liabilities as they
become due.                                         

 If the claims of the holders of the debt securities against any
subsidiary were subordinated in favor of other creditors of the subsidiary, the 
other creditors would be entitled to be paid in full before any payment could be
made on the debt securities. If one or more of the guarantees is voided or      
subordinated, we cannot assure you that after providing for all prior claims    
there would be sufficient assets remaining to satisfy the claims of the holders 
of the debt securities.                                                         

 Based upon financial and other information, we believe that the
guarantees, if any, are being incurred for proper proposes and in good faith and
that we, and our subsidiaries that are guarantors, on a consolidated basis, are 
solvent and will continue to be solvent after this offering is completed, will  
have sufficient capital for carrying on our business after the issuance of the  
debt securities and will be able to pay our debts as they mature. We cannot     
assure you, however, as to the standard a court would apply in making these     
determinations or that a court would agree with our conclusions in this regard. 

 THE COMPANY

    We are a leading manufacturer and provider of specialized security
products and support services related to these products, and vehicle armor      
systems. Our products and systems are used domestically and internationally by  
military, law enforcement, security and corrections personnel, as well as       
governmental agencies, multinational corporations and individuals. We are       
organized and operated under three business divisions: Armor Holdings Products, 
also referred to as our Products Division, Armor Mobile Security, also referred 
to as our Mobile Security Division, and Simula.                                 

         Products. Our Products Division manufactures and sells a broad range of
high quality security products, equipment and related consumable items, such as 
concealable and tactical body armor, hard armor, duty gear, less-lethal         
munitions, anti-riot products, police batons, emergency lighting products,      
forensic products, firearms accessories, weapon maintenance products, foldable  
ladders and specialty gloves. Our products are marketed under brand names that  
are well established in the military and law enforcement communities such as    
AMERICAN BODY ARMOR(TM), B-SQUARE(R), BREAK FREE(R), CLP(R), DEFENSE            
TECHNOLOGY/FEDERAL LABORATORIES(R), DEF-TEC PRODUCTS(R), DISTRACTION DEVICE(R), 
FEDERAL LABORATORIES(R), FERRET(R), FIRST DEFENSE(R), IDENTICATOR(R),           
IDENTIDRUG(R), IMPAK(TM), LIGHTNING POWDER(R), MONADNOCK(R), NIK(R), O'GARA-HESS
& EISENHARDT ARMORING COMPANY(R), PROTECH(TM), QUIKSTEP LADDERS(TM), SAFARILAND 
DESIGN(R), SPEEDFEED(R), and 911EP and DESIGN(TM). We sell our products through 
a network of over 350 distributors and sales agents, including approximately 200
in the United States. Our extensive distribution capabilities and commitment to 
customer service and training have enabled us to become a leading provider of   
security equipment to law enforcement agencies.                                 

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         Mobile Security. Our Mobile Security Division manufactures and installs
ballistic and blast protected armoring systems for privately owned vehicles.    
Under the brand name O'GARA-HESS & EISENHARDT ARMORING COMPANY(R), we armor a   
variety of privately owned commercial vehicles, including limousines, sedans,   
sport utility vehicles, commercial trucks and cash-in-transit vehicles, to      
protect against varying degrees of ballistic and blast threats. Our customers in
this business include international corporations and high net worth individuals.
Under the brand name O'Gara-Hess & Eisenhardt, we are the sole-source provider  
to the U.S. military of the armor and blast protection systems for M1114        
Up-Armored High Mobility Multi-Purpose Wheeled Vehicles ("HMMWVs"). We are also 
under contract with the U.S. Army to provide spare parts, logistics and ongoing 
field support services for the currently installed base of approximately 4,415  
Up-Armored HMMWVs. Additionally, we provide blast and ballistic protection kits 
for the standard HMMWVs, which are installed on existing equipment in the field.
Our Mobile Security Division is also subcontracted to develop a ballistic and   
blast protected armored and sealed truck cab for the High Mobility Artillery    
Rocket System ("HIMARS"), a program recently transitioned by the U.S. Army and  
U.S. Marine Corps from developmental to a low rate of initial production,       
deliveries of which commenced in 2003. We also supply armor sub-systems for     
other tactical wheeled vehicles. In addition, we supply ballistic and blast     
protected armoring systems to U.S. federal law enforcement and intelligence     
agencies and foreign heads of state.                                            

       Simula. Simula, a wholly-owned indirect subsidiary of Armor Holdings,
supplies human safety and survival systems to the U.S. military, and major      
aerospace and defense prime contractors. Our core markets are military aviation 
safety, military personnel safety, and land and marine safety. Through Simula,  
we provide military helicopter seating systems, helicopter cockpit airbag       
systems, aircraft and land vehicle armor kits, body armor and other protective  
equipment for military personnel, emergency bailout parachutes and survival     
ensembles worn by military aircrew. The primary customers for our products are  
the U.S. Army, U.S. Marine Corps, Boeing, and Sikorsky Aircraft. Most of        
Simula's aviation safety products are provided on a sole source basis. The U.S. 
armed forces have adopted ceramic body armor as a key element of the protective 
ensemble worn by our troops in Iraq and Afghanistan. Simula was the developer of
this specialized product called small arms protective insert ("SAPI"), and is   
the largest supplier to U.S. forces. Simula was acquired by Armor Holdings on   
December 9, 2003, and results have been included herein since the acquisition   
date.                                                                           

 RECENT DEVELOPMENTS

ZYLON(R) INVESTIGATION                                                          

Second Chance Body Armor, Inc., a body armor manufacturer and 
competitor to Armor Holdings, has notified its customers of a potential safety  
issue with its Ultima(R) and Ultimax(R) models. Second Chance Body Armor has    
claimed that Zylon(R) fiber, which is made by Toyobo, a Japanese corporation,   
and used in the ballistic fabric construction of those two models, degraded more
rapidly than originally anticipated. Second Chance Body Armor has also stated   
that the Zylon(R) degradation problem affects the entire body armor industry,   
not just its products. Both private claimants and State Attorneys General have  
already commenced legal action against Second Chance Body Armor based upon its  
Ultima(R) and Ultimax(R) model vests. Second Chance Body Armor licenses from    
Simula a certain patented technology which is used in some of the               

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body armor it manufactures, but to our knowledge, no lawsuit has yet been       
brought against Second Chance Body Armor based upon this licensed technology,   
although a letter was received by Simula from an attorney representing a police 
officer who was injured while wearing a Second Chance Body Armor vest alleging  
potential liability against Simula.                                             

        We use Zylon(R) fiber in a number of concealable body armor models for
law enforcement, but our design and construction are different. We have been    
testing our Zylon(R)-based vests since their 2000 introduction and to date these
tests of our Zylon(R)-based vests show no unanticipated degradation in ballistic
performance. In addition, to our knowledge, no other body armor manufacturer has
reported or experienced similar problems as those cited by Second Chance Body   
Armor. Finally, the National Institute of Justice tests and certifies each of   
our body armor designs before we begin to produce or sell any particular model. 

    Following the Second Chance Body Armor assertions, several key law
enforcement associations have raised the issue to the U.S. Department of Justice
and Attorney General's Office. The U.S. Attorney General has asked the U.S.     
Department of Justice to investigate the concerns and produce information to    
clarify the issues. We support the Attorney General's directive and the         
investigation.                                                                  

      As Simula has licensed a soft body armor technology to Second Chance
Body Armor, it may be impacted by the pending suits filed against Second Chance 
Body Armor and the on-going investigation being conducted by the U.S. Department
of Justice. However, the licensed technology is not specifically related to use 
of Zylon(R) fiber in Second Chance Body Armor vests.                            

  The National Institute of Justice (NIJ) is engaged in an ongoing
inquiry and investigation of bullet-resistant vests and the protocol for testing
used vests, as well as the reliability of Zylon and other fibers. We have       
consulted with and cooperated fully with the NIJ in this endeavor. To date, the 
NIJ has embarked only in its first phase of testing, which entails vests that   
have been heavily worn or exposed to adverse conditions, and which involves     
modified ballistic standards applicable to new vests. Although some of the vests
tested, including ours, experienced some level of penetration, the NIJ          
specifically warned against the misuse and misinterpretation of these results,  
emphasizing that the data produced so far is preliminary in nature, applies to a
very small sample size and therefore it is not possible to draw any             
statistically-based conclusions from these results. The NIJ will continue to    
conduct further testing and analyze these issues in order to determine if any   
conclusions can be reached as to the performance and reliability of aged vests. 
We have requested the NIJ to provide us with its testing data, and we intend to 
evaluate and review the NIJ results in our continuing effort to assist the NIJ  
in developing uniform standards for certification of new vests and the testing  
of used vests. The NIJ continues to encourage law enforcement officers to wear  
body armor, in light of the fact that "the lives of more than 2,700 law         
enforcement officers have been saved by the use of bullet-resistant body armor  
over the past 30 years."                                                        

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents heretofore filed by us with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act  
of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference  
in this prospectus, except as superseded or modified herein:                    

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        (a)  Our annual report on Form 10-K for the fiscal year ended December
31, 2003;                                           

       (b)  Our quarterly report on Form 10-Q for the period ended March 31,
2003;                                               

      (c)  Our quarterly report on Form 10-Q for the period ended June 30,
2003;                                               

       (d)  Our quarterly report on Form 10-Q for the period ended September
30, 2003;                                           

         (e)  Our current report on Form 8-K, Date of Event - May 5, 2003, filed
on May 5, 2003;                                     

     (f)  Our current report on Form 8-K, Date of Event - July 23, 2003,
filed on July 24, 2003;                             

     (g)  Our current report on Form 8-K, Date of Event - July 26, 2003,
filed on August 8, 2003;                            

       (h)  Our current report on Form 8-K, Date of Event - August 12, 2003,
filed on August 13, 2003; and                       

        (i)  Our current report on Form 8-K, Date of Event - November 4, 2003,
filed on November 5, 2003;                          

        (j)  Our current report on Form 8-K, Date of Event - November 26, 2003
filed on December 23, 2003;                         

        (k)  Our current report on Form 8-K, Date of Event - December 9, 2003,
filed on December 23, 2003;                         

    (l)  Our current report on Form 8-K/A, Date of Event - December 9,
2003, filed on January 22, 2004;                    

         (m)  Our current report on Form 8-K, Dated of Event - January 27, 2004,
filed on January 27, 2004;                          

         (n)  Our current report on Form 8-K, Date of Event - February 12, 2004,
filed on February 12, 2004;                         

      (o)  Our current report on Form 8-K, Date of Event - March 22, 2004,
filed on March 22, 2004;                            

        (p)  Our definitive proxy statement on Schedule 14A filed on April 30,
2003; and                                           

        (q)  The description of our common stock contained in our registration
        statement on Form 8-A filed on April 29, 1999, including any
        amendments or reports filed for the purpose of updating that
description.                                        

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         All of such documents are on file with the Commission. In addition, all
documents filed by Armor Holdings, Inc. pursuant to Sections 13(a), 13(c), 14   
and 15(d) of the Exchange Act, subsequent to the date of this prospectus and    
prior to termination of the offering are incorporated by reference in this      
prospectus and are a part hereof from the date of filing of such documents. Any 
statement contained in a document incorporated or deemed to be incorporated by  
reference herein shall be deemed to be modified or superseded for purposes of   
this prospectus to the extent that a statement contained herein or in any       
subsequently filed document that is also incorporated by reference herein       
modifies or replaces such statement. Any statements so modified or superseded   
shall not be deemed, except as so modified or superseded, to constitute a part  
of this prospectus.                                                             

         This prospectus incorporates herein by reference important business and
financial information about us that is not included in or delivered with this   
prospectus. This information is available to you without charge upon written or 
oral request. If you would like a copy of any of this information, please submit
your request to Armor Holdings, Inc., 1400 Marsh Landing Parkway, Suite 112,    
Jacksonville, Florida 32250, Attention: Corporate Secretary, or call (904)      
741-5400.                                                                       

FORWARD LOOKING STATEMENTS

     Certain statements we make in this prospectus, and other written or
oral statements by us or our authorized officers on our behalf, may constitute  
"forward looking statements" within the meaning of the Federal securities laws. 
Forward-looking statements include statements concerning our plans, objectives, 
goals, strategies, future events, future revenues or performance, capital       
expenditures, financing needs, plans or intentions relating to acquisitions, our
competitive strengths and weaknesses, our business strategy and the trends we   
anticipate in the industry and economies in which we operate and other          
information that is not historical information. Words or phrases such as        
"estimates," "expects," "anticipates," "projects," "plans," "intends,"          
"believes" and variations of such words or similar expressions are intended to  
identify forward-looking statements. All forward-looking statements, including, 
without limitation, our examination of historical operating trends, are based   
upon our current expectations and various assumptions. Our expectations, beliefs
and projections are expressed in good faith, and we believe there is a          
reasonable basis for them, but we cannot assure you that our expectations,      
beliefs and projections will be realized.                                       

      Before you invest in the securities described in this prospectus and
any prospectus supplement hereto, you should be aware that the occurrence of the
events described in the above section captioned "Risk Factors" and otherwise    
discussed elsewhere in this prospectus, a prospectus supplement hereto or in    
materials incorporated in this prospectus by reference to our other filings with
the Commission, could have a material adverse affect on our business, financial 
condition and results of operations.                                            

     The data included in this prospectus regarding markets and ranking,
including the size of certain markets and our position and the position of our  
competitors within these markets, are based on independent industry             
publications, reports of government agencies or other published                 

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industry sources or our estimates based on management's knowledge and experience
in the markets in which we operate. Our estimates have been based on information
provided by customers, suppliers, trade and business organizations and other    
contacts in the markets in which we operate. We believe these estimates to be   
accurate as of the date of this prospectus. However, this information may prove 
to be inaccurate because of the method by which we obtained some of the data for
our estimates or because this information cannot always be verified with        
complete certainty due to the limits on the availability and reliability of raw 
data, the voluntary nature of the data gathering process and other limitations  
and uncertainties inherent in a survey of market size. As a result, you should  
be aware that market, ranking and other similar data included in this prospectus
and any prospectus supplement hereto, and estimates and beliefs based on that   
data, may not be reliable.                                                      

 USE OF PROCEEDS

       Unless we indicate otherwise in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of the securities for general   
corporate purposes, which may include, but are not limited to, working capital, 
capital expenditures and other potential acquisitions. We will set forth in the 
applicable prospectus supplement our intended use for the net proceeds received 
from our sale of any securities.                                                

RATIO OF EARNINGS TO FIXED CHARGES

 Our ratio of earnings to fixed charges for the five years ended
December 31, 2003 are set forth below:                                          

                                                        [Enlarge/Download Table]

                      ---------------------------------------------------------------------------------
                      FOR THE YEAR ENDED DECEMBER 31,                                                  
                      ---------------------------------------------------------------------------------
                                   1999          2000         2001         2002           2003         
                      ---------------------------------------------------------------------------------
                                                                                                       
Ratio of earnings to                                                                                   
fixed charges                      23.8          7.6          5.7          14.9          6.3           
                      =================================================================================

    The ratios of earnings to fixed charges are calculated as follows:

                                                        [Enlarge/Download Table]

                                                                                             
(income before income taxes and minority interest) + (fixed charges) - (capitalized interest)
---------------------------------------------------------------------------------------------
(fixed charges)                                                                              

DESCRIPTION OF THE DEBT SECURITIES

       This prospectus describes certain general terms and provisions of our
debt securities. When we offer to sell a particular series of debt securities,  
we will describe the specific terms of the series in a supplement to this       
prospectus. We will also indicate in the supplement whether the general terms   
and provisions described in this prospectus apply to a particular series of debt
securities.                                                                     

  The debt securities are to be issued under an indenture which is
subject to and governed by the Trust Indenture Act of 1939, as amended (the     
"TIA"), and may be supplemented or                                              

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amended from time to time following its execution. The indenture, and any       
supplemental indentures, will be subject to, and governed by, the TIA. The form 
of indenture will be filed as an exhibit to a pre-effective amendment to this   
prospectus. We have not yet executed an indenture. Prior to issuing any debt    
securities, we will be required to select a trustee for the indenture, qualify  
the trustee or trustees under the TIA, and execute the indenture.               

   The form of the indenture will give us broad authority to set the
particular terms of each series of debt securities, including the right to      
modify certain of the terms contained in the indenture. The particular terms of 
a series of debt securities and the extent, if any, to which the particular     
terms of the issue modify the terms of the form of indenture will be described  
in the prospectus supplement relating to the debt securities.                   

      The statements made hereunder relating to the indenture and the debt
securities to be issued thereunder are summaries of certain provisions thereof  
and do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the indenture (including those terms
made a part of the indenture by reference to the TIA) and such debt securities. 

GENERAL                                                                         

 The terms of each series of debt securities will be detailed or
determined in the manner provided in the indenture and any applicable           
supplemental indenture. The particular terms of each series of debt securities  
will be described in a prospectus supplement relating to the series, including  
any pricing supplement.                                                         

     We will set forth in a prospectus supplement (including any pricing
supplement) relating to any series of debt securities being offered, the initial
offering price, the aggregate principal amount and the following terms of the   
debt securities, if applicable:                                                 

o    the title of the debt securities;                        

      o    the price or prices (expressed as a percentage of the aggregate
        principal amount) at which we will sell the debt securities;

o    any limit on the aggregate principal amount of the debt  
securities;                                         

       o    the date or dates on which we will pay the principal on the debt
securities;                                         

      o    the rate or rates (which may be fixed or variable) per annum or
         the method used to determine the rate or rates (including any
         commodity, commodity index, stock exchange index or financial
            index) at which the debt securities will bear interest, the date
          or dates from which interest will accrue, the date or dates on
              which interest will commence and be payable and any regular record
       date for the interest payable on any interest payment date;

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       o    the place or places where principal of, premium, and interest on
the debt securities will be payable;                

   o    whether the debt securities rank as senior subordinated debt
securities or subordinated debt securities;         

o    the terms of any guarantee of any debt securities;       

 o    the terms and conditions upon which we may redeem the debt
securities;                                         

       o    any obligation we have to redeem or purchase the debt securities
          pursuant to any sinking fund or analogous provisions or at the
option of a holder of debt securities;              

  o    the dates on which and the price or prices at which we will
          repurchase the debt securities at the option of the holders of
            debt securities and other detailed terms and provisions of these
repurchase obligations;                             

        o    the denominations in which the debt securities will be issued, if
        other than denominations of $1,000 and any integral multiple
thereof;                                            

o    whether the debt securities will be issued in the form of
   certificated debt securities or global debt securities;

     o    the portion of principal amount of the debt securities payable
           upon declaration of acceleration of the maturity date, if other
than the principal amount;                          

o    the currency of denomination of the debt securities;     

       o    the designation of the currency, currencies or currency units in
           which payment of principal of, premium and interest on the debt
securities will be made;                            

   o    if payments of principal of, premium or interest on the debt
         securities will be made in one or more currencies or currency
           units other than that or those in which the debt securities are
              denominated, the manner in which the exchange rate with respect to
these payments will be determined;                  

  o    the manner in which the amounts of payment of principal of,
             premium or interest on the debt securities will be determined, if
             these amounts may be determined by reference to an index based on
      a currency or currencies other than that in which the debt
        securities are denominated or designated to be payable or by
              reference to a commodity, commodity index, stock exchange index or
financial index;                                    

    o    whether, the ratio at which and the terms and conditions upon
          which, if any, the debt securities will be convertible into or
        exchangeable for our common stock or our other securities or
securities of another person;                       

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    o    any provisions relating to any security provided for the debt
securities;                                         

      o    any addition to or change in the events of default described in
        this prospectus or in the indenture with respect to the debt
              securities and any change in the acceleration provisions described
           in this prospectus or in the indenture with respect to the debt
securities;                                         

   o    any addition to or change in the covenants described in this
   prospectus or in the indenture with respect to the debt
securities;                                         

         o    any other terms of the debt securities, which may modify or delete
            any provision of the indenture as it applies to that series; and

        o    any depositaries, interest rate calculation agents, exchange rate
       calculation agents or other agents with respect to the debt
securities.                                         

TRANSFER AND EXCHANGE                                                           

  A holder will be able to transfer or exchange debt securities in
accordance with the indenture. The registrar and the trustee may require a      
holder, among other things, to furnish appropriate endorsements and transfer    
documents in connection with a transfer of debt securities. Holders may be      
required to pay all taxes due on transfer.                                      

AMENDMENT, SUPPLEMENT AND WAIVER                                                

      Subject to certain exceptions, the indenture and the debt securities
may be amended or supplemented with the consent of the holders of at least a    
majority in principal amount of the series then outstanding (including, without 
limitation, consents obtained in connection with a purchase of, or tender offer 
or exchange offer for debt securities), and any existing default or compliance  
with any provision of the indenture relating to a particular series of debt     
securities may be waived with the consent of the Holders of a majority in       
principal amount of the then outstanding debt securities (including, without    
limitation, consents obtained in connection with a purchase of, or tender offer 
or exchange offer for, debt securities).                                        

         Without the consent of each holder affected, an amendment or waiver may
not, among other things, (with respect to any debt securities held by a         
non-consenting holder):                                                         

        o    reduce the principal amount of debt securities whose holders must
consent to an amendment, supplement or waiver;      

        o    reduce the principal of or change the stated maturity of any debt
security;                                           

       o    reduce the rate of or change the time for payment of interest on
any debt security;                                  

     o    waive a default in the payment of principal or interest on the
debt securities; and                                

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         o    make any debt security in money other than that stated in the debt
security.                                           

   The right of any holder to participate in any consent required or
sought pursuant to any provision of the indenture (and our obligation to obtain 
any such consent otherwise required from such holder) may be subject to the     
requirement that such holder shall have been the holder of record of any debt   
securities with respect to which such consent is required or sought as of a date
identified by the trustee in a notice furnished to holders in accordance with   
the terms of the indenture.                                                     

EVENTS OF DEFAULT AND REMEDIES                                                  

        An event of default with respect to any series of debt securities will
be defined in the indenture as being, among other things, default, after        
applicable cure periods, if any, in payment of the principal of or premium, if  
any, on any of the debt securities of such series; default, after applicable    
cure periods, if any, in payment of any installment of interest on any debt     
security of such series; default by us, after applicable cure periods, if any,  
after notice in the observance or performance of other covenants in the         
indenture relating to such series; and certain events involving our bankruptcy, 
insolvency or reorganization.                                                   

     Subject to certain limitations, the indenture will provide that the
holders of not less than a certain specified percentage in principal amount of  
such series of debt securities then outstanding may, among other things, direct 
the trustee in its exercise of any trust or power. However, the holders of a    
majority in principal amount of the debt securities of such series then         
outstanding by written notice to the trustee and us may waive any default with  
respect to such series of debt securities.                                      

DEFEASANCE OF INDENTURE                                                         

        Subject to certain limitations, we may, at our option and at any time,
elect to have certain of our obligations discharged with respect to the         
outstanding debt securities by, among other things, irrevocably depositing with 
the trustee, in trust, for the benefit of the holders of the debt securities,   
cash, United States government securities, or a combination of cash in U.S.     
dollars and United States government securities, in amounts as will be          
sufficient, in the opinion of an independent firm of certified public           
accountants, to pay the principal of, and interest and premium, if any, on the  
outstanding debt securities on the stated maturity or on the applicable         
redemption date, as the case may be.                                            

CONCERNING THE TRUSTEE                                                          

       If the trustee becomes a creditor of Armor Holdings or any subsidiary
guarantor, the indenture will limit its right to obtain payment of claims in    
certain cases, or to realize on certain property received in respect of any such
claim as security or otherwise. The trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest it must eliminate
such conflict within an appropriate time period, apply to the Commission for    
permission to continue or resign.                                               

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       The holders of a majority in principal amount of the then outstanding
debt securities will have the right to direct the time, method and place of     
conducting any proceeding for exercising any remedy available to the trustee,   
subject to certain exceptions. The indenture will provide that in case an event 
of default occurs and is continuing, the trustee will be required, in the       
exercise of its power, to use the degree of care of a prudent person in the     
conduct of its own affairs. Subject to such provisions, the trustee will be     
under no obligation to exercise any of its rights or powers under the indenture 
at the request of any holder of debt securities, unless such holder has offered 
to the trustee security and indemnity satisfactory to it against any loss,      
liability or expense.                                                           

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK                                                                    

       We have 50,000,000 shares of common stock, par value $0.01 per share,
authorized pursuant to our restated certificate of incorporation, as amended.   
The holders of our common stock are entitled to one vote for each share on all  
matters voted on by our stockholders, including the election of directors. No   
holders of common stock have any right to cumulative voting. Subject to any     
preferential rights of any outstanding series of preferred stock created by our 
board of directors, the holders of our common stock will be entitled to such    
dividends as may be declared from time to time by our board of directors from   
funds legally available therefor. We currently do not, and do not intend to, pay
cash dividends on our common stock in the foreseeable future, and, at this time,
are restricted from doing so under the terms of our senior credit facility and  
the indenture governing our 8 1/4% notes, except under certain circumstances.   

       In the event of a liquidation, dissolution or winding up, the holders
of our common stock are entitled to share ratably in all assets remaining after 
payment of liabilities and the liquidation preference and other amounts owed to 
the holders of our preferred stock. Holders of common stock have no preemptive  
rights or rights to convert their common stock into any other securities. There 
are no redemption or sinking fund provisions applicable to the common stock.    

     Our common stock is listed on the New York Stock Exchange under the
symbol "AH."                                                                    

PREFERRED STOCK                                                                 

       Our restated certificate of incorporation, as amended, authorizes our
board of directors to issue, without further stockholder action, up to 5,000,000
shares of preferred stock, in one or more series, having a par value of $0.01   
per share. The board of directors is authorized to fix for each such series the 
designation and relative rights (including, if any, conversion, participation,  
voting and dividend rights and stated redemption and liquidation values),       
preferences, limitations and restrictions, as are stated in the resolutions     
adopted by the board of directors and as are permitted by General Corporation   
Law of the State of Delaware.                                                   

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 DESCRIPTION OF WARRANTS

        We may issue warrants to purchase debt securities, shares of preferred
stock, or shares or common stock. We may issue warrants independently or        
together with any other securities we offer pursuant to a prospectus supplement 
and the warrants may be attached to or separate from the securities. We will    
issue each series of warrants under a separate warrant agreement that we will   
enter into with a bank or trust company, as warrant agent. We will set forth    
additional terms of the warrants and the applicable warrant agreements in the   
applicable prospectus supplement.                                               

       Each warrant will entitle the holder to purchase the principal amount
of debt securities or the number of shares of preferred stock or common stock at
the exercise price set forth in, or calculable as set forth in, the applicable  
prospectus supplement. The exercise price may be subject to adjustment upon the 
occurrence of certain events, as set forth in the applicable prospectus         
supplement. After the close of business on the expiration date of the warrant,  
unexercised warrants will become void. The place or places where, and the manner
in which, warrants may be exercised shall be specified in the applicable        
prospectus supplement.                                                          

         The applicable prospectus supplement will describe the following terms,
where applicable, of the warrants in respect of which this prospectus is being  
delivered:                                                                      

o    the title of the warrants;                               

o    the aggregate number of the warrants;                    

o    the price or prices at which the warrants will be issued;

   o    the designation, aggregate principal amount and terms of the
     securities issuable upon exercise of the warrants and the
     procedures and conditions relating to the exercise of the
warrants;                                           

         o    the designation and terms of any related securities with which the
            warrants will be issued, and the number of warrants that will be
issued with each security;                          

        o    the date, if any, on and after which the warrants and the related
debt securities will be separately transferable;    

         o    the price at which the securities purchasable upon exercise of the
warrants may be purchased;                          

o    the date on which the right to exercise the warrants will
  commence, and the date on which the right will expire;

       o    the maximum or minimum number of warrants which may be exercised
at any time;                                        

     o    a discussion of certain U.S. federal income tax considerations
applicable to the exercise of the warrants; and     

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o    any other terms of the warrants and terms, procedures and
 limitations relating to the exercise of the warrants.

        Holders may exchange warrant certificates for new warrant certificates
of different denominations, and may exercise warrants at the corporate trust    
office of the warrant agent or any other office indicated in the applicable     
prospectus supplement. Prior to the exercise of their warrants, holders of      
warrants will not have any of the rights of holders of the securities           
purchasable upon the exercise and will not be entitled to payments of principal,
premium or interest on the securities purchasable upon the exercise.            

DESCRIPTION OF SENIOR INDEBTEDNESS

         On August 12, 2003, we terminated our prior credit facility and entered
into a new secured revolving credit facility with Bank of America, N.A.,        
Wachovia Bank, National Association and a syndicate of other financial          
institutions arranged by Banc of America Securities LLC. The new credit facility
consists of a five-year revolving credit facility and, among other things,      
provides for (i) total maximum borrowings of $60 million, (ii) a $25 million    
sub-limit for the issuances of standby and commercial letters of credit, (iii) a
$5 million sub-limit for swing-line loans, and (iv) a $5 million sub-limit for  
multi-currency borrowings. All borrowings under the new credit facility will    
bear interest at either (i) a rate equal to LIBOR, plus an applicable margin    
ranging from 1.125% to 1.625%, (ii) an alternate base rate which will be the    
higher of (a) the Bank of America prime rate and (b) the Federal Funds rate plus
..50%, or (iii) with respect to foreign currency loans, a fronted offshore      
currency rate, plus an applicable margin ranging from 1.125% to 1.625%,         
depending on certain conditions. The new credit facility is guaranteed by       
certain of our direct and indirect domestic subsidiaries and is secured by,     
among other things (i) a pledge of all of the issued and outstanding shares of  
stock or other equity interests of certain of our direct and indirect domestic  
subsidiaries, (ii) a pledge of 65% of the issued and outstanding voting shares  
of stock or other voting equity interests of certain of our direct and indirect 
foreign subsidiaries, (iii) a pledge of 100% of the issued and outstanding      
nonvoting shares of stock or other nonvoting equity interests of certain of our 
direct and indirect foreign subsidiaries, and (iv) a first priority perfected   
security interest on certain of our domestic assets and certain domestic assets 
of certain of our direct and indirect subsidiaries that will become guarantors  
of our obligations under the new credit facility, including, among other things,
accounts receivable, inventory, machinery, equipment, certain contract rights,  
intellectual property rights and general intangibles. As of the date of this    
prospectus, we are in compliance with all of our negative and affirmative       
covenants.                                                                      

DESCRIPTION OF SENIOR SUBORDINATED NOTES

  On August 12, 2003 we closed a private placement of $150,000,000
aggregate principal amount of 8 1/4% senior subordinated notes due 2013, or 8   
1/4% notes. The 8 1/4% notes are guaranteed by all of our domestic subsidiaries 
on a senior subordinated basis. If we create or acquire a new domestic          
subsidiary, it will also guarantee the 8 1/4% notes unless we designate the     
subsidiary as an "unrestricted subsidiary" under the indenture governing the 8  
1/4% notes. We                                                                  

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received approximately $147.5 million of net proceeds from the sale of the      
8 1/4% notes. We used $15.0 million of the net proceeds to repay all of the     
outstanding amounts under our Amended and Restated Credit Agreement, dated as of
August 22, 2001, $110.5 million of the net proceeds to acquire Simula, Inc. and 
retire Simula's outstanding indebtedness, and $7.5 million of the net proceeds  
to acquire Hatch Imports, Inc. We intend to use the remaining net proceeds of   
the offering to fund future acquisitions, repay a portion of our outstanding    
debt and for general corporate purposes, including the funding of working       
capital and capital expenditures.                                               

        The 8 1/4% notes are our unsecured senior subordinated obligations and
rank junior in right of payment to our existing and future senior debt. The     
guarantees of the 8 1/4% notes by all of our domestic subsidiaries, except USDS,
Inc., rank junior in right of payment to all existing and future senior debt of 
such subsidiaries. In addition, the 8 1/4% notes are effectively subordinated to
all existing and future debt and other liabilities (including trade payables) of
our non-guarantor subsidiaries. The 8 1/4% notes and the guarantees rank equal  
in right of payment with any of our and our subsidiary guarantors' future senior
subordinated debt. Neither we nor our subsidiary guarantors currently have any  
senior subordinated debt outstanding other than the 8 1/4% notes.               

       We may redeem some or all of the 8 1/4% notes at any time on or after
August 15, 2008, at redemption prices set forth in the indenture for the 8 1/4% 
notes. In addition, at any time prior to August 15, 2006, we may redeem up to   
35% of the 8 1/4% notes from the proceeds of certain sales of our equity        
securities at 108.25% of the principal amount, plus accrued and unpaid interest,
if any, to the date of redemption. We may make that redemption only if, after   
the redemption, at least 65% of the aggregate principal amount of the 8 1/4%    
notes remains outstanding and the redemption occurs within 60 days of the       
closing of the equity offering.                                                 

         Upon the occurrence of a change of control, we must offer to repurchase
the 8 1/4% notes at 101% of the principal amount of the notes, plus accrued and 
unpaid interest to the date of repurchase.                                      

     The indenture governing the 8 1/4% notes contains certain covenants
limiting our ability and the ability of our restricted subsidiaries to, under   
certain circumstances:                                                          

o    incur additional debt;                                   

o    issued preferred stock;                                  

o    prepay subordinated indebtedness;                        

o    pay dividends or make other distributions on, redeem or  
repurchase, capital stock;                          

o    make investments or other restricted payments;           

o    enter into transactions with affiliates;                 

o    engage in sale and leaseback transactions;               

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o    issue stock of restricted subsidiaries                   

o    sell all, or substantially all, of our assets;           

o    create liens on assets to secure debt; or                

o    effect a consolidation or merger.                        

These covenants are subject to important exceptions and qualifications as       
described in the indenture for the 8 1/4% notes.                                

         We and our subsidiary guarantors have entered into an agreement for the
benefit of holders of the 8 1/4% notes, in which we and our subsidiary          
guarantors agreed to:                                                           

        o    file a registration statement with the Commission within 150 days
          after the date the 8 1/4% notes are issued, with respect to an
             offer to exchange the 8 1/4% notes for freely tradable notes that
          have substantially identical terms as the 8 1/4% notes and are
registered under the Securities Act.                

         o    use reasonable best efforts to cause the registration statement to
          be declared effective under the Securities Act within 195 days
after the issue date of the 8 1/4% notes;           

         o    consummate the exchange offer within 225 days after the issue date
of the 81/4% notes; and                             

       o    file a shelf registration statement for the resale of the 8 1/4%
       notes if we cannot effect an exchange offer within the time
    periods listed above and in certain other circumstances.

 If we do not comply with any of these obligations in a timely manner, we must
pay additional interest on the 8 1/4% notes as set forth in the Registration
  Rights Agreement we entered into in connection with the issuance of the 8 1/4%
notes; provided, however, that we will only be obligated to pay additional  
 interest during the time period in which we are in default under the terms of
the Registration Rights Agreement.                                          

PLAN OF DISTRIBUTION

     We may sell securities to or through underwriters and also may sell
securities directly to purchasers or through agents. We will name any           
underwriter or agent involved in the offer and sale of securities in the        
applicable prospectus supplement.                                               

   We may distribute the securities from time to time in one or more
transactions:                                                                   

o    at a fixed price or prices, which may be changed;        

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o    at market prices prevailing at the time of sale;         

o    at prices related to such prevailing market prices; or   

o    at negotiated prices.                                    

  We may also, from time to time, authorize dealers, acting as our
agents, to offer and sell securities upon the terms and conditions set forth in 
the applicable prospectus supplement. In connection with the sale of securities,
we, or the purchasers of securities for whom the underwriters may act as agents,
may compensate underwriters in the form of discounts, concessions or            
commissions. Underwriters may sell the securities to or through dealers, and    
those dealers may receive compensation in the form of discounts, concessions or 
commissions from the underwriters and/or commissions from the purchasers for    
whom they may act as agent. Underwriters, dealers and agents participating in   
the distribution of securities may be deemed to be underwriters under the       
Securities Act, and any discounts or commissions they receive from us and any   
profit they realize on resale of the securities may be deemed to be underwriting
discounts and commissions under the Securities Act. We will describe in the     
applicable prospectus supplement any compensation we pay to underwriters or     
agents in connection with the offering of securities, and any discounts,        
concessions or commissions allowed by underwriters to participating dealers.    

     We may enter into agreements to indemnify underwriters, dealers and
agents who participate in the distribution of securities against certain        
liabilities, including liabilities under the Securities Act.                    

         To facilitate the offering of securities, certain persons participating
in the offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities. This may include over-allotments or short   
sales of the securities, which involve the sale by persons participating in the 
offering of more securities than we sold to them. In these circumstances, these 
persons would cover such over-allotments or short positions by making purchases 
in the open market or by exercising their over-allotment option, if any. In     
addition, these persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by imposing penalty  
bids, whereby selling concessions allowed to dealers participating in the       
offering may be reclaimed if securities sold by them are repurchased in         
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities at a level above 
that which might otherwise prevail in the open market. These transactions may be
discontinued at any time.                                                       

         Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for us in the ordinary course  
of our business.                                                                

       We may enter into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately         
negotiated transactions. If the applicable prospectus supplement indicates, in  
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including short    

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sale transactions. If so, the third party may use securities pledged by us or   
borrowed from us or others to settle those sales or to close out any related    
open borrowings of stock, and may use securities received from us in settlement 
of those derivatives to close out any related open borrowings of stock. The     
third party in such sale transactions will be an underwriter and, if not        
identified in this prospectus, will be identified in the applicable prospectus  
supplement (or a post-effective amendment).                                     

 WHERE YOU CAN FIND MORE INFORMATION

       We are subject to the informational requirements of the Exchange Act,
and in accordance therewith we are required to file periodic reports, proxy     
statements and other information with the Commission. Such reports, proxy       
statements and other information filed by us can be inspected and copied at the 
public reference facilities maintained by the Commission at 450 Fifth Street,   
N.W., Room 1024, Washington, D.C. 20549, as well as the Regional Offices of the 
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,    
Illinois 60661, at the prescribed rates. The Commission also maintains a site on
the World Wide Web that contains reports, proxy and information statements and  
other information regarding registrants that file electronically. The address of
such site is http://www.sec.gov. The telephone number of the Public Reference   
Room of the Commission is 1-800-SEC-0330, and you may obtain information on the 
operation of the Public Reference Room by calling the Commission at such        
telephone number. In addition, similar information can be inspected at the New  
York Stock Exchange, 20 Broad Street, New York, New York 10005.                 

       With respect to the common stock, preferred stock, warrants, and debt
securities, this prospectus omits certain information that is contained in the  
registration statement on file with the Commission, of which this prospectus is 
a part. For further information with respect to us and our common stock,        
preferred stock, warrants, and debt securities, reference is made to the        
registration statement, including the exhibits incorporated therein by reference
or filed therewith. Statements herein contained concerning the provisions of any
document are not necessarily complete and, in each instance, reference is made  
to the copy of such document filed as an exhibit or incorporated by reference in
the registration statement, each such statement, each such statement being      
qualified in all respects by such reference. The registration statement and the 
exhibits may be inspected without charge at the offices of the Commission or    
copies thereof obtained at prescribed rates from the public reference section of
the Commission at the addresses set forth above.                                

        You should rely on the information contained in this prospectus and in
the registration statement as well as other information you deem relevant. We   
have not authorized anyone to provide you with information different from that  
contained in this prospectus. This prospectus is an offer to sell, or a         
solicitation of offers to buy, securities only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate   
only as of the date of this prospectus, regardless of the time of delivery of   
this prospectus or any sale or exchange of securities, however, we have a duty  
to update that information while this prospectus is in use by you where, among  
other things, any facts or circumstances arise which, individually or in the    
aggregate, represent a fundamental change in the information contained in this  
prospectus or any                                                               

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material information with respect to the plan of distribution was not previously
disclosed in the prospectus or there is any material change to such information 
in the prospectus. This prospectus does not offer to sell or solicit any offer  
to buy any securities other than the common stock, preferred stock, warrants,   
and debt securities to which it relates, nor does it offer to sell or solicit   
any offer to buy any of these securities in any jurisdiction to any person to   
whom it is unlawful to make such offer or solicitation in such jurisdiction.    

 EXPERTS

   The consolidated financial statements of Armor Holdings, Inc. and
subsidiaries appearing in its Annual Report on Form 10-K for the year ended     
December 31, 2003, have been audited by PricewaterhouseCoopers LLP, independent 
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated    
herein by reference in reliance upon such report given on the authority of such 
firm as experts in accounting and auditing.                                     

       The consolidated financial statements incorporated in this prospectus
by reference from Simula Inc.'s Annual Report on Form 10-K for the years ended  
December 31, 2002 and 2001 have been audited by Deloitte & Touche LLP,          
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such    
firm given upon their authority as experts in accounting and auditing.          

 LEGAL MATTERS

       The validity of the securities offered hereby will be passed upon for
us by Kane Kessler, P.C., New York, New York. Any underwriters will be advised  
about the other issues relating to any offering by their own legal counsel.     

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--------------------------------------------------------------------------------

PROSPECTUS

ARMOR HOLDINGS, INC.

$500,000,000

DEBT SECURITIES, COMMON STOCK,
 PREFERRED STOCK, AND WARRANTS

------------------------

___________ __, 2004

--------------------------------------------------------------------------------

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

      The expenses to be paid by us in connection with the distribution of
the securities being registered are as set forth in the following table:        

     Securities and Exchange Commission Fee                $        63,350
     *Legal Fees and Expenses                                      200,000
     *Accounting Fees and Expenses                                  35,000
     *Printing Expenses                                             50,000
     *Blue Sky Fees                                                  7,500
     *Trustee/Issuing & Paying Agent Fees and Expenses               5,000
     *Transfer Agent Fees & Expenses                                 5,000
     *Miscellaneous                                                 33,700
                                                              ------------------

     *Total                                                $       399,550
                                                              ==================

*Estimated                                                    

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

  Under Section 145 of the General Corporation Law of the State of
Delaware ("DGCL"), a corporation may indemnify any person who was or is a party 
or is threatened to be made a party to any threatened, pending or completed     
action, suit or proceeding, whether civil, criminal, administrative or          
investigative (other than an action by or in the right of the corporation) by   
reason of the fact that he or she is or was a director, officer, employee or    
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer employee or agent of another corporation, partnership,   
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred by such person in connection with such action, suit or proceeding (i)  
if such person acted in good faith and in a manner that person reasonably       
believed to be in or not opposed to the best interests of the corporation and   
(ii) with respect to any criminal action or proceeding, if he or she had no     
reasonable cause to believe such conduct was unlawful. In actions brought by or 
in the right of the corporation, a corporation may indemnify such person against
expenses (including attorneys' fees) actually and reasonably incurred by such   
person in connection with the defense or settlement of such action or suit if   
such person acted in good faith and in a manner that person reasonably believed 
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
that person shall have been adjudged to be liable to the corporation unless and 
only to the extent that the Court of Chancery of the State of Delaware or the   
court in which such action or suit was brought shall determine upon application 
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification   
for such expenses which the Court of Chancery or other such court               

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shall deem proper. To the extent that such person has been successful on the    
merits or otherwise in defending any such action, suit or proceeding referred to
above or any claim issue or matter therein, he or she is entitled to            
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith. The indemnification and        
advancement of expenses provided for or granted pursuant to Section 145 is not  
exclusive of any other rights of indemnification or advancement of expenses to  
which those seeking indemnification or advancement of expenses may be entitled, 
and a corporation may purchase and maintain insurance against liabilities       
asserted against any former or current director, officer, employee or agent of  
the corporation, or a person who is or was serving at the request of the        
corporation as a director, officer, employee or agent of another corporation,   
partnership, joint venture, trust or other enterprise, whether or not the power 
to indemnify is provided by the statute.                                        

         As permitted by the DGCL, Armor Holdings' Charter provides that, to the
fullest extent permitted by the DGCL, no director shall be liable to Armor      
Holdings or to its stockholders for monetary damages for breach of his/her      
fiduciary duty as a director. Delaware law does not permit the elimination of   
liability (i) for any breach of the director's duty of loyalty to Armor Holdings
or its stockholders, (ii) for acts or omissions not in good faith or which      
involve intentional misconduct or a knowing violation of law, (iii) in respect  
of certain unlawful dividend payments or stock redemptions or repurchases or    
(iv) for any transaction from which the director derives an improper personal   
benefit. The effect of this provision in the Charter is to eliminate the rights 
of Armor Holdings and its stockholders (through stockholders' derivative suits  
on behalf of Armor Holdings) to recover monetary damages against a director for 
breach of fiduciary duty as a director thereof (including breaches resulting    
from negligent or grossly negligent behavior) except in the situations described
in clauses (i)-(iv), inclusive, above. These provisions will not alter the      
liability of directors under federal securities laws.                           

        Armor Holdings' Charter provides that Armor Holdings may indemnify any
person who was or is a party or is threatened to be made a party to any         
threatened, pending or completed action, suit or proceeding, whether civil,     
criminal, administrative or investigative (other than an action by or in the    
right of Armor Holdings) by reason of the fact that he/she is or was a director,
officer, employee or agent of Armor Holdings or is or was serving at the request
of Armor Holdings as a director, officer, employee or agent of another          
corporation or enterprise, against expenses (including attorneys' fees),        
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner he/she reasonably believed to be in or not  
opposed to the best interests of Armor Holdings, and, with respect to any       
criminal action or proceeding, had no reasonable cause to believe such person's 
conduct was unlawful.                                                           

        Armor Holdings Charter also provides that Armor Holdings may indemnify
any person who was or is a party or is threatened to be made a party to any     
threatened, pending or completed action or suit by or in the right of Armor     
Holdings to procure a judgment in its favor by reason of the fact that such     
person acted in any of the capacities set forth above, against expenses         
(including attorneys' fees) actually and reasonably incurred by such person in  
connection with the defense or settlement of such action or suit if such person 
acted under similar standards, except that no indemnification may be made in    
respect of any claim, issue or matter as to which                               

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such person shall have been adjudged to be liable to Armor Holdings unless and  
only to the extent that the Court of Chancery of the State of Delaware or the   
court in which such action or suit was brought shall determine upon application 
that despite the adjudication of liability but in view of all the circumstances 
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.     

        Armor Holdings' Charter also provides that to the extent a director or
officer of Armor Holdings has been successful in the defense of any action, suit
or proceeding referred to in the previous paragraphs or in the defense of any   
claim, issue, or matter therein, he/she shall be indemnified against expenses   
(including attorneys' fees) actually and reasonably incurred by him/her in      
connection therewith; that indemnification provided for in the Charter shall not
be deemed exclusive of any other rights to which the indemnified party may be   
entitled; and that the Company may purchase and maintain insurance on behalf of 
a director or officer of the Company against any liability asserted against     
him/her or incurred by him/her in any such capacity or arising out of his/her   
status as such whether or not Armor Holdings would have the power to indemnify  
him/her against such liabilities under the provisions of Section 145 of the     
DGCL.                                                                           

ITEM 16. EXHIBITS                                                               

Exhibit  Description                                                            
-------  -----------                                                            

1.1      Form of Underwriting Agreement. (3)                                    

4.1      Form of Common Stock Certificate (filed as Exhibit 4.1 to Registration 
     Statement No. 333-28879 on Form S-1 of the Company and incorporated
herein by reference).                                         

4.2      Form of Indenture. (2)                                                 

4.3      Form of Debt Security. (3)                                             

4.4      Form of Certificate of Designation. (3)                                

4.5      Form of Warrant Agreement. (3)                                         

4.6      Form of Warrant (included in Exhibit 4.5). (3)                         

5.1      Opinion of Kane Kessler, P.C. (2)                                      

12.1     Statement of Computation of Ratio of Earnings to Fixed Charges. (1)    

23.1     Consent of PricewaterhouseCoopers LLP. (1)                             

23.2     Consent of Deloitte & Touche LLP. (1)                                  

23.3     Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)           

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Exhibit  Description                                                            
-------  -----------                                                            

24.1     Powers of Attorney (See signature pages of this registration           
statement). (1)                                               

25.1     Statement of Eligibility of Trustee under the Trust Indenture Act of   
     1939 of a Corporation Designated to Act as Trustee on Form T-1. (2)

(1)      Filed herewith.                                                        
(2)      To be filed by pre-effective amendment.                                
(3)      To be filed by amendment or by a report on Form 8-K pursuant to Item   
601(b) of Regulation S-K.                                     

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ITEM 17. UNDERTAKINGS                                                           

A.       The undersigned registrant hereby undertakes:        

                (1)      To file, during any period in which offers or sales
                        are being made, a post-effective amendment to this
registration statement:   

                    (i)      To include any prospectus required by
                                 Section 10(a)(3) of the Securities Act of
1933;   

                        (ii)     To reflect in the prospectus any facts or
                                  events arising after the effective date of
                               the registration statement (or the most
                                recent post-effective amendment thereof)
                                which, individually or in the aggregate,
                             represent a fundamental change in the
                                 information set forth in the registration
                                 statement. Notwithstanding the foregoing,
                             any increase or decrease in volume of
                               securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                 from the low or high end of the estimated
                                  maximum offering range may be reflected in
                             the form of prospectus filed with the
                                 Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                the maximum aggregate offering price set
                                 forth in the "Calculation of Registration
                                Fee" table in the effective registration
  statement;

                       (iii)    To include any material information with
                               respect to the plan of distribution not
                                previously disclosed in the registration
                                statement or any material change to such
                                  information in the registration statement;

                provided, however, that paragraphs (a)(i) and (a)(ii) do not
         apply if the information required to be included in a
                post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and
                Exchange Commission by Armor Holdings pursuant to Section 13
                or Section 15(d) of the Securities Exchange Act of 1934 that
                are incorporated by reference in the registration statement.

               (2)      That, for the purpose of determining any liability
                 under the Securities Act of 1933, each such
                          post-effective amendment shall be deemed to be a new
                       registration statement relating to the securities
                          offered therein, and the offering of such securities
                         at that time shall be deemed to be the initial bona
fide offering thereof.    

      (3)      To remove from registration by means of a
                          post-effective amendment any of the securities being
                          registered which remain unsold at the termination of
the offering.             

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 B.       The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
          of 1933, each filing of Armor Holdings's annual report
                pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
             employee benefit plan's annual report pursuant to section
         15(d) of the Securities Exchange Act of 1934) that is
                 incorporated by reference in the registration statement shall
                be deemed to be a new registration statement relating to the
        securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
fide offering thereof.                      

       C.       Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
             and controlling persons of Armor Holdings pursuant to the
               foregoing provisions, or otherwise, Armor Holdings has been
              advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
              expressed in the Securities Act of 1933 and is, therefore,
                unenforceable. In the event that a claim for indemnification
             against such liabilities (other than the payment by Armor
                Holdings of expenses incurred or paid by a director, officer
             or controlling person of Armor Holdings in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
               securities being registered, Armor Holdings will, unless in
             the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate
                jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act of
               1933 and will be governed by the final adjudication of such
issue.                                      

D.       We further undertake that:                           

                (1)      For purposes of determining any liability under the
                          Securities Act of 1933, the information omitted from
                  the form of prospectus filed as part of this
                           registration statement in reliance upon Rule 430A and
                      contained in a form of prospectus filed by Armor
                           Holdings pursuant to Rule 424(b)(1) or (4), or 497(h)
                         under the Securities Act of 1933 shall be deemed to
                           be part of this registration statement as of the time
it was declared effective.

               (2)      For the purpose of determining any liability under
                     the Securities Act of 1933, each post-effective
                           amendment that contains a form of prospectus shall be
                           deemed to be a new registration statement relating to
                         the securities offered therein, and the offering of
                        such securities at that time shall be deemed to be
             the initial bona fide offering thereof.

      E.       Armor Holdings hereby undertakes to file an application for
                the purpose of determining the eligibility of the trustee to
                  act under subsection (a) of Section 310 of the Trust Indenture
                  Act in accordance with the rules and regulations prescribed by
                  the Securities and Exchange Commission under Section 305(b)(2)
of the Trust Indenture Act.                 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

            ARMOR HOLDINGS, INC.

                  By: /s/ Warren B. Kanders,
                                        ----------------------------------------
                      Warren B. Kanders,
                                        Chief Executive Officer and Chairman
                             of the Board of Directors

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

         Signature                   Title                  Date       
         ---------                   -----                  ----       
                                                                       
/s/ Warren B. Kanders     Chairman of the Board of       March 23, 2004
------------------------  Directors, Chief Executive                   
Warren B. Kanders         Officer and Director                         
                          (principal executive officer)                

/s/ Glenn J. Heiar        Chief Financial Officer        March 23, 2004
------------------------  (principal financial officer)                
Glenn J. Heiar                                                         

/s/Nicholas Sokolow       Director                       March 23, 2004
------------------------                                               
Nicholas Sokolow                                                       

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/s/ Burtt R. Ehrlich      Director                       March 23, 2004
------------------------                                               
Burtt R. Ehrlich                                                       

/s/ Thomas W. Strauss     Director                       March 23, 2004
------------------------                                               
Thomas W. Strauss                                                      

                          Director                       March 23, 2004
------------------------                                               
Alair A. Townsend                                                      

/s/ Deborah A. Zoullas    Director                       March 23, 2004
------------------------                                               
Deborah A. Zoullas                                                     

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

   911EP, INC.
          ARMOR BRANDS, INC.
                      ARMOR HOLDINGS FORENSICS, INC.
                     ARMOR HOLDINGS PRODUCTS, INC.
                     ARMOR SAFETY PRODUCTS COMPANY
              BREAK-FREE ARMOR CORP.
       BREAK-FREE INC.
                 CASCO INTERNATIONAL, INC.
                      DEFENSE TECHNOLOGY CORPORATION
      OF AMERICA
         IDENTICATOR, INC.
                         MONADNOCK LIFETIME PRODUCTS, INC.
                         MONADNOCK LIFETIME PRODUCTS, INC.
                 MONADNOCK POLICE TRAINING
         COUNCIL, INC.
                    PRO-TECH ARMORED PRODUCTS OF
               MASSACHUSETTS, INC.
                 RAMTECH DEVELOPMENT CORP.
                         SAFARILAND GOVERNMENT SALES, INC.
             SAFARI LAND LTD, INC.
                   SPEEDFEED ACQUISITION CORP.

                  By: /s/Stephen E. Croskrey
                                       ---------------------------------------
                   Stephen E. Croskrey
         President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the premises, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that    
each of said attorney-in-fact or his substitute or substitutes, may lawfully do 
or cause to be done by virtue hereof. Securities and Exchange Commission,       
granting unto said attorneys-in-fact and agents full power and authority to do  
and perform each and every                                                      

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act and thing requisite and necessary to be done in and about the premises, as  
fully to all intents and purposes as he/she might or could do in person, hereby 
ratifying and confirming all that each of said attorney-in-fact or his          
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature               Title                    Date        
        ---------               -----                    ----        
                                                                     
/s/ Robert R. Schiller                                               
----------------------  Director                       March 23, 2004
Robert R. Schiller                                                   

/s/Stephen E. Croskrey  Director and President         March 23, 2004
----------------------  (principal executive officer)                
Stephen E. Croskrey                                                  

/s/Mark Williams        Treasurer                      March 23, 2004
----------------------  (principal financial officer)                
Mark Williams                                                        


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                                              SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                      AHI PROPERTIES I, INC.

                          By: /s/ Robert R. Schiller
                                         ---------------------------------
                              Robert R. Schiller
                                   Chief Executive Officer

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                       Title                    Date     
        ---------                       -----                    ----     
                                                                          

/s/Glenn J. Heiar            Director and Treasurer         March 23, 2004
---------------------------  (principal financial officer)                
Glenn J. Heiar                                                            

/s/ Todd S. Smith            Director                       March 23, 2004
---------------------------                                               
Todd S. Smith                                                             

/s/ Robert R. Schiller       Chief Executive Officer        March 23, 2004
---------------------------  (principal executive officer)                
Robert R. Schiller                                                        

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

              ARMORGROUP SERVICES, LLC

                By: /s/ Robert R. Schiller
                                       -----------------------------------------
                    Robert R. Schiller
                                       Chief Executive Officer and President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                   Title                    Date     
        ---------                   -----                    ----     
                                                                      

/s/ Robert R. Schiller   Manager, Chief Executive       March 23, 2004
-----------------------  Officer and President                        
Robert R. Schiller       (principal executive officer)                

/s/ Todd S. Smith        Manager and Treasurer          March 23, 2004
-----------------------  (principal financial officer)                
Todd S. Smith                                                         


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                            ARMOR HOLDINGS GP, LLC

                                By: /s/ Robert R. Schiller
                                               ---------------------------------
                                    Robert R. Schiller
                                              Vice President and Treasurer

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                       Title                   Date     
        ---------                       -----                   ----     
                                                                         

/s/ Todd S. Smith            Manager                       March 23, 2004
---------------------------                                              
Todd S. Smith                                                            

/s/ Glenn J. Heiar           Manager                       March 23, 2004
---------------------------                                              
Glenn J. Heiar                                                           

/s/ Robert R. Schiller       Vice President and Treasurer  March 23, 2004
---------------------------  (principal executive and                    
Robert R. Schiller           financial officer)                          

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

            ARMOR HOLDINGS LP, LLC

           By: /s/ Todd S. Smith
                                       -----------------------------------------
               Todd S. Smith
                                       Chief Executive Officer and President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                   Title                    Date     
        ---------                   -----                    ----     
                                                                      

/s/ Todd S. Smith        Manager, Chief Executive       March 23, 2004
-----------------------  Officer and President                        
Todd S. Smith            (principal executive officer)                

/s/ Robert R. Schiller   Manager and Treasurer          March 23, 2004
-----------------------  (principal financial officer)                
Robert R. Schiller                                                    

/s/ Glenn J. Heiar       Manager                        March 23, 2004
-----------------------                                               
Glenn J. Heiar                                                        

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                                ARMOR HOLDINGS MOBILE SECURITY, L.L.C.

                    By: /s/ Robert R. Schiller
                                         ---------------------------------------
                        Robert R. Schiller
               President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                  Title                     Date     
        ---------                  -----                     ----     
                                                                      

/s/ Robert R. Schiller   Manager and President          March 23, 2004
-----------------------  (principal executive officer)                
Robert R. Schiller                                                    

/s/ Glenn J. Heiar       Manager and Treasurer          March 23, 2004
-----------------------  (principal financial officer)                
Glenn J. Heiar                                                        

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                        ARMOR HOLDINGS PAYROLL SERVICES, LLC

          By: /s/ Glenn J. Heiar
                                    ----------------------------------------
              Glenn J. Heiar
       Manager

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature             Title       Date     
        ---------             -----       ----     
                                                   

/s/Edward Bayhi      Manager         March 23, 2004
-------------------                                
Edward Bayhi                                       

/s/ Glenn J. Heiar                                 
-------------------  Manager         March 23, 2004
Glenn J. Heiar                                     

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                 ARMOR HOLDINGS PROPERTIES, INC.

            By: /s/ Robert R. Schiller
                                     -------------------------------------------
                Robert R. Schiller
                                   Chief Executive Officer and President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                   Title                    Date     
        ---------                   -----                    ----     
                                                                      

/s/ Robert R. Schiller   Director, Chief Executive      March 23, 2004
-----------------------  Officer and President                        
Robert R. Schiller       (principal executive officer)                

/s/Glenn J. Heiar        Director and Treasurer         March 23, 2004
-----------------------  (principal financial officer)                
Glenn J. Heiar                                                        

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                  B-SQUARE, INC.

                               By: /s/ Stephen E. Croskrey
                                              ----------------------------------
                                   Stephen E. Croskrey
                         President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                    Title                    Date     
        ---------                    -----                    ----     
                                                                       
/s/ Robert R. Schiller                                                 
------------------------  Director                       March 23, 2004
Robert R. Schiller                                                     

/s/ Stephen E. Croskrey   Director and President         March 23, 2004
------------------------  (principal executive officer)                
Stephen E. Croskrey                                                    

/s/ Charles Ricci         Treasurer                      March 23, 2004
------------------------  (principal financial officer)                
Charles Ricci                                                          


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                       CDR INTERNATIONAL, INC.

                      By: /s/ Glenn J. Heiar
                                            ------------------------------------
                          Glenn J. Heiar
                     President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                  Title               Date     
        ---------                  -----               ----     
                                                                

/s/ Robert R. Schiller  Director                  March 23, 2004
----------------------                                          
Robert R. Schiller                                              

/s/ Glenn J. Heiar      President and Treasurer   March 23, 2004
----------------------  (principal executive and                
Glenn J. Heiar          financial officer)                      

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

  NAP PROPERTIES, LTD.

                        By: NAP Property Managers, LLC, as General
Partner   

                              By: Armor Holdings Properties, Inc., as Managing
Member    

        By: /s/ Robert R. Schiller
                                   ---------------------------------------------
            Robert R. Schiller
                               Chief Executive Officer and President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                    Title                            Date     
        ---------                    -----                            ----     
                                                                               

/s/ Robert R. Schiller    Chief Executive Officer and            March 23, 2004
------------------------  President of Armor Holdings                          
Robert R. Schiller        Properties, Inc., Managing Member                    
                          of General Partner of NAP Properties,                
                          Ltd.                                                 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

            NAP PROPERTY MANAGERS, LLC

                         By: Armor Holdings Properties, Inc., as
         Managing Member

            By: /s/ Robert R. Schiller
                                    ------------------------------------------
                Robert R. Schiller
                                   Chief Executive Officer and President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                    Title                  Date     
        ---------                    -----                  ----     
                                                                     

/s/ Robert R. Schiller    Chief Executive Officer and  March 23, 2004
------------------------  President of Armor Holdings                
Robert R. Schiller        Properties, Inc., Managing                 
                          Member of NAP Property                     
                          Managers, LLC                              

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

           NETWORK AUDIT SYSTEMS, INC.

     By: /s/ Todd S. Smith
                                   -------------------------------------------
         Todd S. Smith
                                 Chief Executive Officer and President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                   Title                    Date     
        ---------                   -----                    ----     
                                                                      

/s/ Robert R. Schiller   Director and Treasurer         March 23, 2004
-----------------------  (principal financial officer)                
Robert R. Schiller                                                    

/s/ Todd S. Smith        Director and Chief Executive   March 23, 2004
----------------------   Officer                                      
Todd S. Smith            (principal executive officer)                

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                        NEW TECHNOLOGIES ARMOR, INC.

                    By: /s/ Michael Anderson
                                    --------------------------------
                        Michael Anderson
                 President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                   Title                    Date     
        ---------                   -----                    ----     
                                                                      

/s/ Robert R. Schiller   Director                       March 23, 2004
-----------------------                                               
Robert R. Schiller                                                    

/s/ Glenn J. Heiar       Director                       March 23, 2004
-----------------------                                               

/s/ Michael Anderson     Director and President         March 23, 2004
-----------------------  (principal executive officer)                
Michael Anderson                                                      

/s/ John Dethman         Director and Vice President -                
-----------------------  Finance                        March 23, 2004
John Dethman             (principal financial officer)                

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                          O'GARA-HESS & EISENHARDT
                              ARMORING COMPANY, L.L.C.

                            By: /s/ Robert R. Schiller
                                         -------------------------------
                                Robert R. Schiller
                          Sole Manager

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                  Title      Date      
        ---------                  -----      ----      
                                                        

/s/ Robert R. Schiller   Sole Manager     March 23, 2004
-----------------------                                 
Robert R. Schiller                                      

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

        THE O'GARA COMPANY

        By: /s/ Gary Allen
                                       -----------------------------------------
            Gary Allen
                                       Chief Executive Officer and President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                      Title                    Date     
        ---------                      -----                    ----     
                                                                         

/s/ Gary Allen              Director, Chief Executive      March 23, 2004
--------------------------  Officer and President                        
Gary Allen                  (principal executive officer)                

/s/ Robert R. Schiller      Director                       March 23, 2004
--------------------------                                               
Robert R. Schiller                                                       

/s/ Glenn J. Heiar          Treasurer                      March 23, 2004
--------------------------  (principal financial officer)                
Glenn J. Heiar                                                           


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

                     AHI BULLETPROOF ACQUISITION CORP.
    AI CAPITAL CORP.
     ASD CAPITAL CORP.
      CCEC CAPITAL CORP.
                   INTERNATIONAL CENTER FOR SAFETY
       EDUCATION, INC.
     SAI CAPITAL CORP.
              SIMULA AEROSPACE & DEFENSE
   GROUP, INC.
SIMULA, INC.
                 SIMULA POLYMERS SYSTEMS, INC.
             SIMULA TECHNOLOGIES, INC.
                   SIMULA TRANSPORTATION EQUIPMENT
   CORPORATION

          By: /s/ Robert Mecredy
                                      ------------------------------------------
              Robert Mecredy
                                     Chief Executive Officer and President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

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Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                   Title                         Date     
        ---------                   -----                         ----     
                                                                           

/s/ Robert Mecredy       Director, Chief Executive           March 23, 2004
-----------------------  Officer and President                             
Robert Mecredy           (principal executive officer)                     

/s/ Robert R. Schiller   Director                            March 23, 2004
-----------------------                                                    
Robert R. Schiller                                                         

/s/ Glenn J. Heiar       Director, Chief Financial Officer,  March 23, 2004
-----------------------  Treasurer and Secretary                           
Glenn J. Heiar           (principal financial officer)                     

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

             HATCH IMPORTS, INC.

                     By: /s/ Stephen E. Croskrey
                                  --------------------------------
                         Stephen E. Croskrey
               President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                   Title                    Date     
        ---------                   -----                    ----     
                                                                      

/s/ Stephen E. Croskrey  Director and President         March 23, 2004
----------------------   (principal executive officer)                
Stephen E. Croskrey                                                   

/s/ Glenn J. Heiar       Director and Vice President    March 23, 2004
----------------------                                                
Glenn J. Heiar                                                        

/s/ Mark Williams        Vice President and Treasurer   March 23, 2004
----------------------   (principal financial officer)                
Mark Williams                                                         


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has  
duly caused this Registration Statement on Form S-3 to be signed on its behalf  
by the undersigned, thereunto duly authorized, in the City of Jacksonville,     
State of Florida on March 23, 2004.                                             

            ODV HOLDINGS CORP.

                     By: /s/ Stephen E. Croskrey
                                      ------------------------------------
                         Stephen E. Croskrey
               President

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of  
them, his/her true and lawful attorneys-in-fact and agents, with full power of  
substitution and resubstitution for him/her and in his/her name, place and      
stead, in any and all capacities, to sign any and all amendments to this        
Registration Statement or any registration statement for this offering that is  
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform    
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in   
person, hereby ratifying and confirming all that each of said attorney-in-fact  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been duly signed below by the following persons in the capacities 
and on the dates indicated.                                                     

                                                                [Download Table]

        Signature                   Title                    Date     
        ---------                   -----                    ----     
                                                                      

/s/ Stephen E. Croskrey  Director and President         March 23, 2004
----------------------   (principal executive officer)                
Stephen E. Croskrey                                                   

/s/ Glenn J. Heiar       Chief Financial Officer        March 23, 2004
----------------------   (principal financial officer)                
Glenn J. Heiar                                                        

/s/ Robert R. Schiller   Director                       March 23, 2004
----------------------                                                
Robert R. Schiller                                                    


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EXHIBIT INDEX 

Exhibit  Description                                                            
-------  -----------                                                            

1.1      Form of Underwriting Agreement. (3)                                    

4.1      Form of Common Stock Certificate (filed as Exhibit 4.1 to Registration 
     Statement No. 333-28879 on Form S-1 of the Company and incorporated
herein by reference).                                         

4.2      Form of Indenture. (2)                                                 

4.3      Form of Debt Security. (3)                                             

4.4      Form of Certificate of Designation. (3)                                

4.5      Form of Warrant Agreement. (3)                                         

4.6      Form of Warrant (included in Exhibit 4.5). (3)                         

5.1      Opinion of Kane Kessler, P.C. (2)                                      

12.1     Statement of Computation of Ratio of Earnings to Fixed Charges. (1)    

23.1     Consent of PricewaterhouseCoopers LLP. (1)                             

23.2     Consent of Deloitte & Touche LLP. (1)                                  

23.3     Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)           

24.1     Powers of Attorney (See signature pages of this registration           
statement). (1)                                               

25.1     Statement of Eligibility of Trustee under the Trust Indenture Act of   
     1939 of a Corporation Designated to Act as Trustee on Form T-1. (2)

(1)      Filed herewith.                                                        
(2)      To be filed by pre-effective amendment.                                
(3)      To be filed by amendment or by a report on Form 8-K pursuant to Item   
601(b) of Regulation S-K.                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		8/15/08		41
		8/15/06		41
Filed on:		3/23/04		1		75
		3/22/04		31					8-K
		2/12/04		31					4,  8-K,  SC 13G/A
		1/27/04		31					8-K
		1/22/04		31					8-K/A,  RW,  S-8
		12/31/03		31		45			10-K,  10-K/A
		12/23/03		31					8-K
		12/9/03		29		31			3,  8-K,  8-K/A
		11/26/03		31					8-K
		11/5/03		31					8-K
		11/4/03		31					4,  8-K
		9/30/03		31					10-Q,  NT 10-Q
		8/13/03		31					8-K
		8/12/03		31		40			8-K
		8/8/03		31					8-K
		7/26/03		31					4,  8-K
		7/24/03		31					8-K
		7/23/03		31					8-K,  8-K/A
		6/30/03		31					10-Q,  10-Q/A,  4,  NT 10-Q
		5/5/03		31					8-K
		4/30/03		31					DEF 14A
		3/31/03		31					10-K,  10-Q,  10-Q/A,  8-K,  NT 10-K
		12/31/02		45					10-K,  10-K/A,  4,  NT 10-K
		12/31/01		45					10-K,  10-K405,  4,  5
		9/11/01		12
		8/22/01		41					8-K
		4/29/99		31					8-A12B,  8-A12G
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