Mace Security International Inc – ‘DEFM14A’ on 6/11/98

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Definitive Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Solicitation Material -- Merger      50±   207K 
                          or Acquisition                                         

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DEFM14A
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SCHEDULE 14A INFORMATION

 Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant                        |X|                              

Filed by a Party other than the Registrant     |_|                              

Check the appropriate box:                                                      

|X|  Definitive Proxy Statement                                                 
|_|  Definitive Additional Materials                                            
|_|  Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12        

 MACE SECURITY INTERNATIONAL, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Name of Person(s) Filing Proxy Statement

Payment of Filing Fee (Check the appropriate box):                              

|_|   $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)   

|_|   $500 per each party to the controversy pursuant to Exchange Act Rule      
14a-6(i)(3)                                                         

|X|   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.  

1)    Title of each class of securities to which transaction applies:           

Common Stock
------------

2)    Aggregate number of securities to which transaction applies:              

3)    Per unit price or other underlying value of transaction computed pursuant 
to Exchange Act Rule 0-11:                                          

4)    Proposed maximum aggregate value of transaction: $5,953,851               

|X| Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

1)    Amount Previously Paid:                                       
$1,191                                                  

2)    Form, Schedule or Registration Statement No.:                 
Schedule 14A                                            

3)    Filing Party:                                                 
Germaine Curtin, Esq., on behalf of                     
Registrant                                              

4)    Date Filed:                                                   
June 11, 1998                                           

DEFM14A
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MACE SECURITY INTERNATIONAL, INC.                                               
160 Benmont Avenue                                                              
Bennington, Vermont 05201                                                       

NOTICE OF CONSENT SOLICITATION                                                  

To the Shareholders of Mace Security International, Inc.:                       

The Board of Directors of Mace Security International, Inc. is soliciting       
your consent to sell substantially all of the assets of its Law Enforcement     
division, as described in the accompanying Consent Solicitation Statement       
(the "Transaction").                                                            

The proposed Transaction will be considered approved by                         
the shareholders upon receipt by the Company of signed consents representing    
a majority of the outstanding shares of common stock of the Company             
(3,540,833 shares); provided that the Closing of the Transaction will not be    
completed prior to 20 business days following the mailing date of the           
enclosed Consent Solicitation Statement.                                        

Only shareholders of record at the                                              
close of business on May 15, 1998 are entitled to notice of and to vote on      
the Transaction. A complete list of shareholders entitled to vote will be       
available for inspection by shareholders at the executive offices of the        
Company no more than ten days following the mailing date of the Consent         
Solicitation Statement.                                                         

The approximate date on which the Consent                                       
Solicitation and form of consent are first sent or given to shareholders is     
June 15, 1998.                                                                  

By order of the Board of Directors,                                             

/s/ Eduardo Nieves, Jr.                                                         

Eduardo Nieves, Jr.                                                             
Asst. Secretary                                                                 

Dated: June 11, 1998                                                            

IMPORTANT Please sign the enclosed consent and mail it promptly in the          
postpaid return envelope provided.                                              

(This page is intentionally left blank.)                                        

MACE SECURITY INTERNATIONAL, INC.                                               
160 BENMONT AVENUE                                                              
BENNINGTON, VERMONT 05201                                                       
802-442-1503                                                                    

CONSENT SOLICITATION STATEMENT                                                  

INTRODUCTION                                                                    

This Consent Solicitation Statement is furnished in connection with the         
request for consents by the Board of Directors of Mace Security                 
International, Inc. (the "Company") in favor of consummation of the sale by     
the Company of substantially all of the assets of the Company's Law             
Enforcement division to a wholly owned subsidiary of Armor Holdings, Inc.       
(together with its subsidiary, "AHI"), and a 99 year license to use the Mace    
brand and related trademarks and a patent for use in the law enforcement        
market only, on the terms set forth in the asset purchase agreement between     
the Company and AHI (the "Transaction"). This Consent Solicitation Statement    
and the accompanying consent card are being mailed to shareholders on or        
about June 15, 1998. All expenses of soliciting consents will be borne by the   
Company.                                                                        

CONSENT PROCEDURE AND VOTING                                                    

The Delaware Corporations Law and the                                           
Company's bylaws permit any action that may be taken at a shareholders'         
meeting to be taken without a meeting if a consent in writing, setting forth    
the action so taken, is signed by the holders of outstanding shares having      
not less than the minimum number of votes that would be necessary to take       
such action at a meeting at which all shares entitled to vote were present      
and voted.                                                                      

The proposed Transaction must be approved by the shareholders                   
holding at least a majority of the outstanding shares of the Company's common   
stock, par value $.01 per share (the "Common Stock"). Consequently, the         
proposed Transaction will be approved upon receipt by the Company of signed     
consents representing a majority of the outstanding shares of Common Stock      
(3,540,834 shares).                                                             

As of May 15, 1998 there were 7,081,666 shares of common                        
stock of the Company, par value $.01 per share ("Common Stock") issued and      
outstanding, held by approximately 245 holders of record. Each share of         
Common Stock is entitled to one vote. Only holders of record of Common Stock    
at the close of business on May 15, 1998 will be entitled to submit consents.   
The Company requests return of your consents as soon as possible. The cost of   
the solicitation of consents will be borne by the Company.                      

A properly executed and returned consent constitutes                            
a vote in favor of the Transaction. A return of an unsigned consent will        
constitute an abstention and will have the effect of a vote against the         
Transaction. Broker non-votes will similarly have the effect of a vote          
against the Transaction. If you do not wish to consent to the                   
Transaction you need take no action at this time.                               

If your shares are held in the name of a brokerage firm, bank or nominee        
only they can vote your shares and only upon receipt of your specific           
instructions. Accordingly, please contact the person responsible for            
your account and give instructions immediately.                                 

The Company is aware that Jon E. Goodrich,                                      
President and CEO of the Company, has entered into a voting agreement with      
AHI dated as of March 17, 1998, pursuant to which Mr. Goodrich has agreed to    
vote all of his shares (2,259,246 shares, constituting approximately 32% of     
the Company's outstanding Common Stock) in favor of the proposed Transaction.   
To secure the obligations under the voting agreement, Mr. Goodrich granted to   
AHI a proxy to submit a consent on his behalf in connection with the            
Transaction pursuant to this consent solicitation. Mr. Goodrich did not         
receive any remuneration for entering into the voting agreement.                

REVOCABILITY OF CONSENT                                                         

Any shareholder giving written consent, or the shareholder's                    
proxyholders, or a transferee of the shares or a representative of the          
shareholder or their respective proxyholder may revoke their consent by a       
writing received by the Company prior to the time that written consents of      
the number required to authorize the proposed Transaction have been filed       
with the Company's Secretary, but may not do so thereafter. The Company         
expects to receive the consents necessary to authorize the Transaction on or    
about July 13, 1998, 20 business days following the mailing date of this        
Consent Solicitation Statement.                                                 

PROPOSED TRANSACTION                                                            

The Board of Directors                                                          
has authorized the Company to enter into an agreement (the "Purchase            
Agreement") with AHI, an AMEX listed company (symbol ABE), and its wholly       
owned subsidiary providing for the sale of substantially all of the assets of   
the Company's Law Enforcement division to AHI. The Law Enforcement division     
of the Company manufactures and sells chemical munitions including defense      
sprays, tear gas smoke grenades and projectiles and markets products            
manufactured by third parties including launchers and protective masks. The     
assets of the Law Enforcement division are generally located at the Company's   
Bennington, Vermont facility. The assets of the Law Enforcement division        
constitute approximately 40% of the Company's assets.                           

The Purchase Agreement                                                          
was executed by the Company on April 2, 1998. A summary of the terms of the     
Purchase Agreement is set forth below. A copy of the complete text of the       
Purchase Agreement is attached as an Appendix to this Consent Solicitation      
Statement. Please read the Purchase Agreement carefully. All statements made    
herein regarding the Purchase Agreement are qualified in their entirety by      
reference to the complete text of the Purchase Agreement.                       

The Purchaser                                                                   

AHI, with its principal executive offices at 13386 International Parkway,       
Jacksonville, Florida 32218, 904-741-5400 is engaged in the business of         
manufacturing and marketing ballistic resistant vests, tactical armor, bomb     
disposal equipment, less-lethal munitions and anti-riot products and            
providing security planning, advisory and management services.                  

The Company began discussions with AHI regarding the sale of the Company's Law  
Enforcement division in October 1996. No material contracts, agreements or      
understandings, other than a confidentiality agreement that was signed June     
10, 1997, were reached between the parties until a letter of invitation from    
the Company's Board of Directors on March 6, 1998 and the Purchase Agreement    
that was signed on April 2, 1998. There have been no material transactions      
between the parties.                                                            

Terms of the Purchase Agreement                                                 

Pursuant to the terms of                                                        
the Purchase Agreement, the Company will sell to AHI all of the fixed assets,   
intangibles and inventory of the Law Enforcement division. AHI will also        
receive a 99 year paid-up license to exploit the Mace brand and other related   
trademarks in the Law Enforcement market only, which is made up of law          
enforcement, military, correctional and governmental agencies. The assets of    
the Law Enforcement division constitute approximately 40% of the Company's      
assets.                                                                         

The purchase price for the fixed assets and intangibles, inclusive of           
the license fee for the 99 year paid-up license, is $3,117,325 representing     
the book value as of December 31, 1997 plus an additional amount of $200,000    
to cover certain expenses of the Transaction. The purchase price for            
inventory is $2,636,526, representing its book value at December 31, 1997,      
increased by inventory purchases since December 31, 1997, valued at the         
Company's standard cost and decreased by (i) sales of inventory from December   
31, 1997 and (ii) inventory related to unshipped orders that AHI has not        
agreed to fill. The Company will retain its cash and accounts receivable from   
the Law Enforcement division, estimated for the anticipated closing date, at    
approximately $2,000,000. AHI has agreed, subject to certain terms and          
conditions, to collect such receivables on behalf of the Company and forward    
all collections to the Company.                                                 

The purchase price will be paid in cash or                                      
other immediately available funds at Closing. The Company does not anticipate   
any material tax implications resulting from the Transaction. To the extent     
there is taxable gain resulting from the Transaction, the Company will          
utilize its net operating loss carry forward to cover the taxes, if any,        
resulting from the sale.                                                        

The Company will receive a commission percentage                                
equal to 25% of gross profit generated by AHI on all acceptable purchase        
orders filled by AHI following the closing. In connection with the              
Transaction, the Company will issue to AHI immediately exercisable warrants     
to purchase 300,000 shares of Common Stock with a term of three years and an    
exercise price equal to $1.25 per share. The Company is obligated to register   
the shares underlying the warrants within six months of the closing.            

AHI will hold $600,000 of the purchase price to secure certain of the           
Company's obligations under the Purchase Agreement. The retained funds will be  
available to AHI in the event AHI is entitled to indemnification pursuant to    
the Purchase Agreement, due to, among other things, damages incurred by AHI     
as a result of the breach of the Purchase Agreement by the Company or certain   
actions or omissions of the Company prior to and after closing. Generally,      
the escrow fund will be in place one year, subject to extension in the event    
of claims made. In no event will any escrow funds be released by AHI until      
the Company has registered the shares underlying the warrants granted to AHI    
with the Securities and Exchange Commission. Pursuant to the Purchase           
Agreement, the Company has agreed not to compete with the business of the Law   
Enforcement division being sold by it to AHI.                                   

The Company is not aware of any                                                 
state or federal requirements that must be complied with or of any state or     
federal approvals that must be obtained in connection with the consummation     
of the Transaction.                                                             

Reasons for the Transaction                                                     

Sales by the Company's Law                                                      
Enforcement division represented approximately 70% of the Company's total       
sales in 1997, as compared to 59% in 1996. However, because most purchase       
orders are placed through very competitive bidding processes, the gross         
profit margins generated by the Law Enforcement division, as a whole, are       
low. The Board of Directors believes that the Transaction is in the best        
interest of the Company's shareholders because, due to the intense              
competition in the Law Enforcement market, and the low gross profit margins     
resulting therefrom, the Law Enforcement division, while responsible for a      
high percentage of the Company's sales, is a non-profitable division, giving    
effect to the sales and general and administrative expenses attributable        
thereto. The Board of Directors believes it is in the best interest of the      
Company's shareholders to sell the Law Enforcement division, reduce the         
variable overhead and direct labor attributable to the Law Enforcement          
division, and to use the proceeds from the sale for more profitable business,   
including but not limited to, expanding the Company's presence in the           
Consumer retail market through Company owned Mace Security Centers, sales of    
franchises for Mace Security Centers(R) through the Company's franchising       
program and limited advertising on Home Shopping Network. In addition, the      
Company is investigating opportunities to generate revenue through the          
expanded use of the Mace(R) trademark on additional products and/or through     
licensing. The Company also plans to invest in attractive opportunities that    
may be anticipated to provide reasonable growth, which opportunities may not    
be consistent with the historical business of the Company. The Company's        
Board of Directors has given preliminary consideration to investments in        
various companies, including one that holds potential rights in time-share      
activities and a chain of retail security equipment stores. No written          
proposals have been made and no agreements have been reached.                   

Upon the sale                                                                   
of the division, AHI will operate the assets of the Law Enforcement division    
independently of the Company in Casper, Wyoming. As part of the transaction,    
AHI will receive a license to use the Mace(R) brand and related trademarks      
and a patent for use by AHI in the Law Enforcement market only. Costs to the    
Company of the transaction are expected to include approximately $100,000 in    
professional fees and $90,000 in severance payments. No write-offs for          
leasehold improvements or intangibles will be necessary as a result of the      
transaction.                                                                    

The Company has retained the services of C.L. King, an                          
investment banking firm that served as the lead underwriter in the Company's    
initial public offering in November 1993. C.L. King has rendered a written      
opinion to the effect that the Transaction is fair, from a financial point of   
view, to the Company's shareholders.                                            

The Board of Directors recommends that shareholders approve the Transaction.    

                                                        [Enlarge/Download Table]



OWNERSHIP OF SECURITIES                                                              

The following                                                                        
table sets forth, as of April 8, 1998, certain information with respect to           
beneficial ownership of the Common Stock of the Company (the only outstanding        
security) by each director, each executive officer and all directors and             
executive officers as a group and by each person known by the Company to be          
the beneficial owner of more than five percent of the Company's Common Stock.        
The address for all executive officers and directors is 160 Benmont Avenue,          
Bennington, Vermont 05201                                                            

                                        Amount and Nature Of                         
Owner                                   Beneficial/Ownership              Percent<F1>

                                                                                     

Jon E. Goodrich<F2>                      2,259,246                        31.9%      
Marvin P. Brown<F3>                        370,388                         5.2%      
Neil J. Campolungo<F4>                      20,000                        <F10>      
Mark Capone<F5>                             15,000                        <F10>      
Lewis C. Cohen<F4>                          46,000                        <F10>      
Howard Edelman<F4>,<F6>                    118,000                         1.6%      
R. David Garwood<F4>                        10,000                        <F10>      
Virginia de Ganahl Russell<F4>              50,000                        <F10>      
Kenneth J. Blakey<F4>                       30,000                        <F10>      
Bernard D. Graney, Jr.<F4>                  10,000                        <F10>      
Timothy D. Smith<F4>                        10,000                        <F10>      

All executive officers and                                                           
directors as a group (11 persons)        2,816,634<F7>                    38.6%      

Ronald I. Heller<F3>                                                                 
M. H. Meyerson & Co., Inc.                                                           
525 Washington Blvd., 34th Floor                                                     
Jersey City, NJ 07310                      695,375                         9.8%      

David S. Nagleberg<F9>                                                               
M. H. Meyerson & Co., Inc.                                                           
525 Washington Blvd., 34th Floor                                                     
Jersey City, NJ 07310 695,375 9.8%                                                   

TransTechnology Corporation                                                          
700 Liberty Avenue                                                                   
Union, New Jersey 07083                    580,000                         8.2%      

<FN>                                                                                 

<F1> Calculation based on 7,081,666 outstanding shares plus shares issuable to       
the named person under options exercisable within 60 days.                           

<F2> Excludes shares                                                                 
held by the named persons' spouses. The named directors do not have shared           
voting or dispositive power with respect to such shares.                             

<F3> Includes immediately exercisable options to purchase 100,000 shares             
of Common Stock granted by the Company and options to purchase 100,000               
shares from each of two private individuals.                                         

<F4> Includes immediately exercisable options to purchase 10,000 shares              
of Common Stock.                                                                     

<F5> Includes immediately exercisable                                                
options to purchase 15,000 shares of Common Stock.                                   

<F6> Includes 80,000 shares                                                          
paid in connection with the acquisition of MSP, Inc., which are held in              
escrow and subject to a put option by the Company in the event MSP Inc. does         
not achieve certain pre-tax profit goals, and options to purchase 20,000             
shares of the Company's common stock issued in connection with Mr. Edelman's         
employment agreement with the Company. (See "Certain Relationships and               
Related Transactions"). These options are subject to forfeiture in the event         
MSP, Inc. does not achieve certain pre-tax profit goals.                             

<F7> The denominator                                                                 
for this calculation is 7,396,666, which includes shares underlying options          
held by directors and executive officers that are exercisable within 60 days         
but excludes 100,000 shares underlying options granted to Mr. Brown by Mr.           
Goodrich to avoid double counting.                                                   

<F8> Includes shares held by the named                                               
person's spouse over which the names person disclaims beneficial ownership.          

<F9> Includes 695,375 shares held by a trust for which the named person and his      
spouse are the trustees.                                                             

<F10> Indicates beneficial ownership of less than 1%.                                

</FN>                                                                                


The record date with respect to shareholders                                    
entitled to submit a consent with respect to the proposed Transaction is May    
15, 1998. As of May 15, 1998 there were 7,081,666 shares of Common Stock        
outstanding.                                                                    

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE VOTED ON                           

The Company is aware that Jon E. Goodrich, President and CEO of the Company,    
Has entered into a voting agreement with AHI dated as of March 17, 1998,        
Pursuant to which Mr. Goodrich has agreed to vote all of his shares             
(2,259,246 shares, constituting approximately 32% of the Company's outstanding  
Common Stock) in favor of the proposed Transaction. To secure the obligations   
under the voting agreement, Mr. Goodrich granted to AHI a proxy to submit a     
consent on his behalf in connection with the Transaction pursuant to this       
consent solicitation. Mr. Goodrich did not receive any remuneration for         
entering into the voting agreement. As a result of the voting agreement         
and the proxy granted in conjunction therewith, Mr. Goodrich may be deemed      
to have an interest in the matters to be voted on, as described in this         
Consent Solicitation.                                                           

FINANCIAL INFORMATION                                                           

For financial information regarding the                                         
Company, including "Management's Discussion and Analysis of Financial           
Condition and Results of Operations", reference is made to the Company's        
Annual report on Form 10-KSB for the fiscal year ended December 31, 1997 (the   
"1997 10-KSB"), as amended by the Company's Form 10-KSB/A for the fiscal year   
ended December 31, 1997 filed June 9, 1998 (the "1997 10-KSB/A"), and the       
Company's Quarterly report on Form 10-QSB for the fiscal quarter ended March    
31, 1998 (the "March 1998 10-QSB"), as amended by the Company's Form 10-QSB/A   
for the fiscal quarter ended March 31, 1998 filed June 5, 1998 (the "March      
1998 10-QSB/A"), which are incorporated into this Consent Solicitation by       
reference thereto. A copy of the 1997 10-KSB, the 1997 10-KSB/A, the March      
1998 10-QSB, and the March 1998 10-QSB/A have been mailed to shareholders       
with this Consent Solicitation.                                                 

CHANGE IN CONTROL                                                               

On January 9, 1997, a                                                           
voting agreement was signed representing in excess of 51% of the Company's      
outstanding stock. The Agreement dated January 9, 1997, is among Jon E.         
Goodrich, the recently appointed President and Chief Executive Officer,         
Robert P. Gould, a former director and former significant shareholder, and      
Marvin P. Brown, a former director and newly appointed Chairman of the Board.   
Pursuant to the terms of the Agreement, on all matters covered by the           
Agreement, the shares subject to the Agreement will be voted in the manner      
determined by a majority of the three parties to the Agreement. The Agreement   
was terminated on or about December 30, 1997.                                   

On January 10, 1997, at the                                                     
request of the parties to the voting agreement, six members of the Board of     
Directors (Messrs. Foote, Logan, Norman, Duboff, Mitchell, and Rosberg), the    
then President, Robert D. Norman, and the then Executive Vice President,        
General Counsel and Secretary, Richard Galt, resigned; Marvin Brown was         
appointed as President; the size of the Board was reduced from nine to five     
members and Ms. Virginia de Ganahl Russell was appointed as a director.         

On March 14, 1997, Robert Gould resigned from the Board and Jon Goodrich, the   
former President, who had been acting under an advisory agreement with the      
Company, was reelected to serve as President and CEO. Marvin Brown resigned     
as President and accepted the position of Chairman of the Board.                

On May 10, 1997, Mr. Campolungo was appointed to the Board to fill the          
vacancy resulting from the resignation of Mr. Gould. On August 7, 1997,         
the Board resolved to increase its size to six members and Mr. Cohen was        
appointed to fill the newly created position. Mr. Edelman was elected to        
the Board at the annual shareholders' meeting on September 26, 1997. Mr.        
Garwood was appointed to the Board on February 27, 1998 to fill a vacancy       
created when the Board resolved to increase the size of the Board to            
seven members.                                                                  

On March 17, 1998, Jon E.                                                       
Goodrich entered into a voting agreement with AHI pursuant to which he agreed   
to vote all of his shares (2,259,246 shares, constituting approximately 32%     
of the Company's outstanding stock) in favor of the Transaction and, to         
secure his agreement, granted to AHI a proxy to submit a consent on his         
behalf in connection with the Transaction pursuant to the consent               
solicitation to be distributed to all shareholders of record on April 1,        
1998.                                                                           

SHAREHOLDERS' PROPOSALS AND NOMINATIONS FOR DIRECTORS FOR THE 1998              
ANNUAL MEETING                                                                  

Shareholder proposals intended for inclusion in the proxy                       
material for the 1998 Annual Meeting, and nominations for directors to be       
elected at the 1998 Annual Meeting, must be received by the Secretary of the    
Company at the Company's offices at 160 Benmont Avenue, Bennington, Vermont,    
05201 not later than April 22, 1998 in order for such proposals and             
nominations to be included in the proxy material for the 1998 Annual Meeting    
of Shareholders. The notice of nomination shall contain the following           
information: (a) the full names and residence and business addresses of each    
of the proposed nominees; (b) the business experience of each of the proposed   
nominees for the most recent five (5) years, including principal occupations    
and employment; (c) name, principal business and size of any entity in which    
such occupations and employment were carried on; (d) the number of shares of    
the Company's Common Stock owned directly or indirectly by each of the          
proposed nominees; (e) a description of any legal or administrative             
proceedings or order or decree any nominee is or has been a party to or is or   
was subject to during the most recent five (5) years; (f) the name and          
residence and business address of the Shareholder who makes the nomination;     
(g) the number of shares of the Company's Common Stock owned directly or        
indirectly by the Shareholder who makes the nomination; and (h) any other       
information regarding each of the nominees required by Schedule 14A of the      
Securities Exchange Act of 1934, as amended or any successor provision.         

INCORPORATION BY REFERENCE                                                      

This Consent Solicitation Statement is accompanied                              
by the Company's March 1998 10-QSB, the March 1998 10-QSB/A, the 1997 10-KSB,   
and the 1997 10-KSB/A. The March 1998 10-QSB, the March 1998 10-QSB/A, the      
1997 10-KSB and the 1997 10-KSB/A are incorporated herein by this reference.    

By order of the Board of Directors,                                             

/s/ Eduardo Nieves, Jr.                                                         

Eduardo Nieves, Jr.                                                             
Asst. Secretary                                                                 

Dated: June 11, 1998                                                            

(This page is intentionally left blank.)                                        

APPENDIX                                                                        

ASSET PURCHASE AGREEMENT                                                        
AMONG                                                                           
ARMOR HOLDINGS, INC.,                                                           
FEDERAL LABORATORIES, INC.,                                                     
AND                                                                             
MACE SECURITY INTERNATIONAL, INC.                                               

Dated as of April 2, 1998                                                       

(This page is intentionally left blank.)                                        

ASSET PURCHASE AGREEMENT                                                        

ASSET PURCHASE AGREEMENT, dated as of April 2, 1998, among Armor Holdings,      
Inc., a Delaware corporation with offices at 13386 International Parkway,       
Jacksonville, Florida 32218 ("AHI"), Federal Laboratories, Inc., a Delaware     
corporation and a wholly-owned subsidiary of AHI with offices at 13386          
International Parkway, Jacksonville, Florida 32218 (the "Purchaser") and Mace   
Security International, Inc., a Delaware corporation with offices at 160        
Benmont Avenue, Bennington, Vermont 05201 (the "Seller").                       

W I T N E S E T H :                                                             

WHEREAS, AHI desires to acquire, through the Purchaser, and the Seller          
desires to sell, certain of the property and assets of the Seller upon the      
terms and subject to the conditions hereinafter set forth.                      

NOW, THEREFORE,                                                                 
the parties hereto, in consideration of the mutual promises contained herein,   
and for other good and valuable consideration, the receipt and sufficiency of   
which is hereby acknowledged, hereby agree as follows:                          

ARTICLE I                                                                       

Definitions                                                                     

In addition to terms defined elsewhere in this Agreement, the following terms   
when used in this Agreement shall have the meanings indicated below:            

"Affiliate" shall mean, with respect to any Person, any Person that directly    
or indirectly controls, is controlled by or is under common control with the    
Person in question.                                                             

"Agreement" shall mean this Asset Purchase Agreement,                           
together with all exhibits and schedules referred to herein.                    

"Backlog" shall                                                                 
mean all of the Seller's (i) international orders evidenced by fully executed   
purchase orders and license applications that are A) set forth on Schedule      
1.1 hereto (with margins determined at Seller's Standard Cost), or B) with      
respect to international orders received by the Seller from and after the       
date hereof, approved in writing by the Purchaser, and (ii) domestic orders     
evidenced by fully executed purchase orders that are A) set forth set forth     
on Schedule 1.1 hereto , or B) in excess of $7,500, received by the Seller      
from and after the date hereof and are approved in writing by the Purchaser,    
or C) $7,500 or less, received by the Seller from and after the date hereof     
that are either (i) approved in writing by Purchaser or (ii) provide for the    
Seller's standard gross margins and accompanied by a guaranty of full payment   
made by the Seller in favor of the Purchaser, all of which are entered on the   
books of the Seller prior to the Closing Date in the ordinary course of its     
business but not yet shipped; provided, however, that Backlog shall be deemed   
to exclude the orders set forth on Schedule 1.2 hereto;                         

"Commission" shall                                                              
mean the Securities and Exchange Commission.                                    

"Common Stock" shall mean the                                                   
common stock of AHI, par value $.01 per share.                                  

"Consumer Market" shall mean                                                    
all markets other than the Law Enforcement Market.                              

"CS" shall mean O-chlorobenzalmalononitrile.                                    

"CS-1" shall mean a compound consisting of CS                                   
and a flow agent.                                                               

"Environmental Laws" shall mean all laws, regulations and                       
other federal, state or local governmental requirements, and all applicable     
judgments, orders, writs, notices, decrees, permits, licenses, approvals,       
consents or injunctions relating to the generation, management,                 
handling, transportation, treatment, disposal, storage, delivery, discharge,  
release or emission of any waste, pollutant or toxic or hazardous substance     
(including, without limitation, asbestos, radioactive material and              
pesticides) utilized by the Seller in its business or to any other actions,     
omissions or conditions affecting the environment.                              

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.      

"Financial Statements" shall                                                    
mean the audited balance sheets of the Seller as at December 31, 1997,          
December 31, 1996 and December 31, 1995 and the related statements of income,   
cash flows and retained earnings for the fiscal years then ended, including     
any related notes, each prepared in accordance with United States generally     
accepted accounting principles ("GAAP") consistently applied with prior         
periods and publicly filed or to be publicly filed in its next annual report    
with the Securities and Exchange Commission.                                    

"Law Enforcement Market" shall                                                  
mean the market consisting of domestic and international law enforcement,       
military, correctional and governmental agencies and personnel (in their        
professional capacity), but exclusive of retail sales of aerosol products at    
cop shop or security center stores that are owned or franchised by the Seller   
and/or its Affiliates.                                                          

"Licensed Mark", or "Licensed Marks" shall mean the                             
Mace trademarks set forth on Schedule 1.3 hereto limited to use as set forth    
in the License Agreement, as hereinafter defined.                               

"Mace Common Stock" shall mean the common stock of the Seller, par value        
$.01 per share.                                                                 

"Patent" shall mean the Patent on the Mark VI mold (Patent No. 5,348,193).      

"Person" shall                                                                  
mean any natural person, corporation, unincorporated organization, limited      
liability company, partnership, limited liability partnership, association,     
joint stock company, joint venture, trust or government, or any agency or       
political subdivision of any government, or any other entity.                   

"Product" shall have the meaning ascribed to it in Section 3.18 hereof.         

"Purchased Marks"                                                               
shall mean all trademarks, tradenames and service marks listed on Schedule      
1.4 hereto and used exclusively by the Law Enforcement Division, except for     
the Licensed Mark and the Patent.                                               

"Securities Act" shall mean the Securities Act of 1933, as amended.             

"Unrelated Accounting Firm" shall mean a nationally                             
recognized "Big Six" accounting firm that has not provided audit services to    
AHI, the Purchaser or the Seller within two years prior to the date of this     
Agreement.                                                                      

ARTICLE II                                                                      

Purchase of Assets; Consideration                                               

ss.2.1 Terms of the Purchase                                                    

On the basis of the representations, warranties, covenants, and                 
agreements contained in this Agreement and subject to the terms and             
conditions of this Agreement:                                                   

(a) The Seller shall sell, assign, transfer,                                    
and convey to the Purchaser at the Closing, as hereinafter defined, pursuant    
to instruments of assignment and bills of sale reasonably satisfactory to the   
Purchaser, those properties and assets of the Seller, through the date of the   
Closing, used in the operation of the Seller's Federal Laboratories business    
and law enforcement aerosol business, which comprise its Law Enforcement        
Division (the "LE Division"), and those products manufactured, developed,       
distributed or sold by the LE Division or sold by the Seller to the Law         
Enforcement Market, including, without limitation, the Purchased Marks,         
contractual rights, books and records (other than stock ledgers and stock       
transfer books), business and good will of or relating to the foregoing,        
including, without limitation, those assets more fully set forth on Schedule    
2.1(a) hereto (collectively, the "Purchased Assets").                           

(b) Anything in this                                                            
Agreement to the contrary notwithstanding, there shall be excluded from the     
Purchased Assets (the "Excluded Assets") those assets, properties and rights    
(i) which pertain exclusively to the Seller's business of selling products to   
the Consumer Market, such as aerosol and buy-sell consumer products (the        
"Consumer Division"), (ii) all assets of the Seller's Mace Anti-Crime Bureau,   
a division that manufactures, markets and sells products relating to            
financial security, including but not limited to security training videos,      
training materials and publications, dye packs, alarms, and security            
transport devices, and the technology and formulations relating thereto         
("MACB"), (iii) comprised of the Licensed Mark, the Patent and all other        
trademarks, trade names, service marks and patents used by the Seller for the   
manufacture, marketing or sale of its products to the Consumer Market,          
exclusive of the Purchased Marks, (iv) which are specifically set forth in      
Schedule 2.1(b) hereto, including, but not limited to, CS-1, and (v)            
designated by the Purchaser or AHI on or prior to the Closing Date, without     
affecting the Purchase Price, as hereinafter defined. The Seller shall          
continue to assume all liability for all of such Excluded Assets. The Seller    
agrees that the only assets of the Seller used in the operation of both the     
LE Division and the Consumer Division are comprised of Mark III, Mark IV        
molds, and such other assets listed on Schedule 2.1(c) hereto. The Seller       
agrees to give the Purchaser reasonable access to such assets and will          
reasonably cooperate with the Purchaser to ensure that the Purchaser is         
provided with parts from such molds on substantially the same terms as          
currently provided by the Seller to the Purchaser (i.e. any profit margins      
and costs).                                                                     

(c) The Purchaser shall pay to the Seller, as set forth below,                  
aggregate consideration of an amount (the "Purchase Price") equal to the net    
book value of the Purchased Assets, which shall be the sum of the following,    
but, with respect to (ii), (iii) and (iv) below, in no event less than          
$3,117,325.00 , plus the sum of $200,000, less any deposits received by         
Seller for Backlog:                                                             

(i) $2,636,526, representing 100% of the net book value of inventory of the     
LE Division (as more fully set forth on Schedule 2.1(a) hereto), as shown on    
the audited balance sheet of the Seller for the fiscal year ended December      
31, 1997, and consistent with the Seller's valuation as of December 31, 1996    
for the LE Division, which book value shall be (a) increased by all inventory   
purchases from December 31, 1997 through the Closing Date (as defined in        
Section 2.2 hereof) in an amount equal to the Seller's standard cost for such   
inventory, and (b) decreased by A) all sales of inventory from December 31,     
1997 through the Closing Date, and B) all inventory relating to unshipped       
orders set forth on Schedule 1.2 (all such increases and decreases to           
inventory shall be valued consistent with the accounting policies and           
procedures applied by the Seller in the preparation of its audited balance      
sheets as at December 31, 1997 and 1996, which shall be consistent with         
GAAP);                                                                          

(ii) $1,540,835, representing 100% of the net book value of the fixed           
assets of the LE Division (as more fully set forth on Schedule 2.1(a)           
hereto), as shown on the audited financial statements of the Seller for the     
fiscal year ended December 31, 1997; provided, however, that the book value     
of such fixed assets shall not exceed $1,569,613;                               

(iii) $926,490, representing 100% of the net book value of the intangible       
property of the LE Division, inclusive of goodwill and the Purchased Marks      
but exclusive of the Licensed Mark and Patent (as more fully set forth on       
Schedule 2.1(a) hereto), priced as shown on the audited financial statements    
of the Seller for the fiscal year ended December 31, 1997; provided, however,   
that the book value of such intangible property (exclusive of the Mace(R)       
trademark) shall not exceed $926,490, and                                       

(iv) $650,000.00, payable to Trademark Corp. (as hereinafter defined)           
representing a one-time fee in consideration                                    
for the use of the Licensed Mark and the Patent pursuant to the License         
Agreement.                                                                      

(d) The Purchase Price shall be paid at the Closing by the                      
Purchaser, in its sole and absolute discretion, in one of                       
the following methods:                                                          

(i) 100% of the Purchase Price shall be paid in cash, by wire transfer or       
certified or bank cashier's check, subject to adjustment as set forth in        
Section 2.4 hereof, of which the first $600,000 shall be held back and dealt    
with by the Purchaser as provided in Section 5.3(d) hereof, and the remainder   
thereof shall be paid directly to the Seller; or                                

(ii) The first $5,200,000 (or if the Purchase Price is less, such lesser        
amount) of the Purchase Price shall be paid in cash, by wire transfer or        
certified or bank cashier's check, subject to adjustment as set forth in        
Section 2.4 hereof, and the remaining portion thereof shall be paid through     
the issuance of certificates registered in the Seller's name for an aggregate   
number of shares registered under the Securities Act and as to which no stop    
order is in effect of Common Stock (the "AHI Shares") having a value, as        
determined by the average closing price of the Common Stock on the American     
Stock Exchange for the ten consecutive trading day period ending three days     
prior to the Closing Date, of which a certificate representing such number of   
shares of Common Stock having a value of $600,000 (valued as described above)   
together with stock powers duly executed in blank and medallion guaranteed in   
appropriate form for transfer and with cash equal and to the extent the AHI     
Shares have a value of less than $600,000, shall be held back and dealt with    
as provided in Section 6.3(d) hereof. Notwithstanding the foregoing, the        
Purchaser shall be permitted to deliver AHI Shares which are not registered     
under the Securities Act, in the event additional time beyond the Closing       
Date, as hereinafter defined, is needed to comply with the Securities Act       
with respect to the filing of a post-effective amendment or a prospectus        
supplement to its Registration Statement on Form S-4, Registration No.          
333-38759, pursuant to which the AHI Shares will be issued; provided, however   
that if the AHI Shares are not registered under the Securities Act by the       
first Release Date, as hereinafter defined, then the Seller shall return the    
AHI Shares to the Purchaser within ten (10) days of such Release Date in        
exchange for payment of the balance of Purchaser Price (to the Seller and/or    
the Holdback Account, as appropriate) in cash as set forth above.               

(e) Neither AHI nor the Purchaser shall assume or be responsible for any        
obligation or liability of the Seller of any nature, fixed, absolute,           
accrued, contingent or otherwise, except for contracts, purchase orders and     
similar obligations included in the Purchased Assets.                           

(f) The Purchaser shall determine allocations among the Purchased Assets and    
shall submit such allocations to the Seller and the parties agree to file tax   
returns consistent with such allocations.                                       

(g) With respect to any properties or assets sold hereunder that cannot be      
physically delivered to the Purchaser because they are in the possession of     
third parties or otherwise, the Seller shall give irrevocable instructions to   
the party in possession thereof, if such be the case, with copies to the        
Purchaser, that all right, title, and interest therein have been vested in      
the Purchaser and that the same are to be held for the Purchaser's exclusive    
use and benefit.                                                                

(h) Except as set forth on Schedule 2.1 (h), to the extent that the             
assignment by the Seller to the Purchaser of any contract, agreement,           
instrument, lease, license, understanding, or arrangement to be assigned to     
the Purchaser hereunder shall require the consent of a party other than the     
Seller which has not been obtained by the Closing and if AHI and the            
Purchaser shall nevertheless elect to consummate the transactions               
contemplated by this Agreement, this Agreement shall not constitute an          
agreement to assign the same if an attempted assignment without such consent    
would constitute a breach thereof unless the Purchaser before or at the         
Closing elects in a writing delivered to Seller, specifically identifying       
such absent consent, to waive such consent. Except as set forth on Schedule     
2.1 (h), nothing in this Section 2.1(h) regarding such non-assignment or such   
election shall limit any rights AHI or the Purchaser may have against the       
Seller as a result of the failure to obtain such consent.                       

ss.2.2 The Closing                                                              

The closing of the transactions contemplated by this Agreement shall take       
place at the offices of Kane Kessler, P.C., 1350 Avenue of the Americas, New    
York, New York, at 10:00 A.M., New York time on or about June 1, 1998, or       
such other date, time or place as the parties may agree (the "Closing Date");   
provided, however, that the Seller shall be permitted to delay the Closing      
Date for up to a maximum of forty-five (45) days to the extent required to      
comply with (i) any rules and regulations of the Nasdaq National Market         
System requiring shareholder approval of the transactions contemplated          
hereby, and (ii) the Exchange Act with respect to the distribution of an        
Information Statement to the Seller's stockholders and the filing of such       
Information Statement with the Commission. The closing of the transactions      
contemplated by this Agreement is herein called the "Closing."                  

ss.2.3 Transactions at the Closing                                              

The following transactions shall take place at the Closing:                     

(a) The Seller shall deliver to the Purchaser all such bills of                 
sale, assignments, evidences of consent, and other instruments or documents     
as in the opinion of the Purchaser and its counsel may be necessary or          
desirable to evidence or perfect the sale, assignment, transfer, and            
conveyance of good and marketable title to the Purchased Assets, in each case   
free and clear of all liens, mortgages, security interests, pledges, charges,   
and encumbrances. The Seller shall also deliver to the Purchaser all books      
and records of the Seller relating to or used in the business of the LE         
Division, or copies thereof to the extent such books and records are also       
used by Seller in connection with its operation of the Consumer Division.       

(b) The Purchaser shall pay the Purchase Price to the Seller, in accordance     
with Section 2.1(c) and (d) hereof.                                             

ss.2.4 Right of the Purchaser to Withhold Future Payments                       

Without limiting such other rights as AHI or the Purchaser                      
may have, if, prior to the time the Purchase Price, including, if applicable,   
the AHI Shares, are delivered pursuant to Section 2.1(d), the Purchaser has     
actual knowledge (as defined in Section 5.2) of a breach of any                 
representation, warranty, covenant, or agreement of the Seller contained in     
this Agreement, the Purchaser shall give written notice thereof to the          
Seller, who shall then have ten (10) days to cure, or commence a cure which     
can and shall be completed within thirty (30) of such commencement, but in no   
event later than June 30, 1998, of any such breach (during which time the       
Closing shall be delayed). After the expiration of any such ten (10) day        
period, if such breach shall continue, the Closing shall, at the election of    
the Purchaser, be held provided that the Purchaser may deduct from the cash     
portion of the Purchase Price payable pursuant to Section 2.1(d)(i) or (ii)     
hereof an amount, which shall in no event exceed $400,000.00, which the         
Purchaser in good faith believes to be, equal to the aggregate of               
Liabilities, as hereinafter defined incurred or demonstrably in prospect of     
being incurred by AHI or the Purchaser in connection with such breach. The      
Seller shall then have thirty (30) days after the Closing to give notice to     
the Purchaser of any objections to the amount of such deduction. If no such     
notice of objection is given, then the deduction made by the Purchaser shall    
be final and binding on the Seller. If notice of objection is given, the        
parties shall consult with each other with respect to the objections. If the    
parties are unable to reach agreement within thirty (30) days after the         
notice of objection has been given, the issue as to whether a breach occurred   
shall be resolved by arbitration in accordance with Section 8.19 hereof and     
the amount of any adjustment shall be determined by an Unrelated Accounting     
Firm. Such resolution shall be final and binding on the parties. Any            
adjustments in favor of the Seller made by the Unrelated Accounting Firm        
shall be paid to the Seller with interest accruing from the Closing Date at     
the thirty (30) day treasury rate. The fees and expenses of the arbitrators     
and the Unrelated Accounting Firm shall be paid half by the Seller and half     
by the Purchaser. Notwithstanding the foregoing, within twelve months           
following the Closing, the Purchaser shall submit to the Seller written         
documentation of all Liabilities incurred by the Purchaser as a direct result   
of any breach that causes a reduction in the amount payable to the Seller at    
Closing pursuant to this Section 2.4. The Purchaser shall pay to the Seller     
the amount by which the actual Liabilities incurred by the Purchaser as a       
result of any such breach is less than any such deducted amount. In the same    
manner the Seller shall reimburse the Purchaser the amount by which the         
Liabilities actually incurred by the Purchaser as a result of such breach       
exceeds any amount deducted pursuant to this Section 2.4.                       

ARTICLE III                                                                     

Representations and Warranties of the Seller                                    

In order to induce AHI and the                                                  
Purchaser to enter into this Agreement and the License Agreement and to         
consummate the transactions contemplated hereby, the Seller makes the           
representations, warranties and covenants set forth below to AHI and the        
Purchaser. For purposes of this Article III, all references to the LE           
Division shall be deemed to include the Purchased Marks, the Licensed Mark      
and the Patent.                                                                 

ss.3.1 Organization                                                             

(a) The Seller is a corporation duly                                            
organized, validly existing and in good standing under the laws of the State    
of Delaware. The Seller is duly qualified to transact business in all           
jurisdictions where the ownership or leasing of the Purchased Assets or the     
conduct of the business of the LE Division requires such qualification. Each    
jurisdiction in which the Seller is so qualified is listed on Schedule 3.1      
hereto. The Seller has the requisite corporate power and authority to own or    
lease and operate its properties and conduct the business of the LE Division    
as presently conducted.                                                         

(b) Trademark Corp., is a corporation duly                                      
organized, validly existing and in good standing under the laws of the State    
of Delaware. Trademark Corp. is duly qualified to transact business in all      
jurisdictions where the ownership or leasing of the Licensed Mark requires      
such qualification. Trademark Corp. has the requisite corporate power and       
authority to own and license the Licensed Marks.                                

ss.3.2 Authorization; Enforceability                                            

The Seller has the corporate power and authority to execute,                    
deliver and perform this Agreement. This Agreement and all other documents to   
be executed and delivered by the Seller and/or Trademark Corp. pursuant to      
this Agreement has been or will be duly authorized, executed and delivered      
and, when executed and delivered, will constitute the legal, valid and          
binding obligations of the Seller or Trademark Corp., as applicable,            
enforceable in accordance with their respective terms, except to the extent     
that their enforcement is limited by bankruptcy, insolvency, reorganization     
or other laws relating to or affecting the enforcement of creditors' rights     
generally and by general principles of equity.                                  

ss.3.3 No Violation or Conflict                                                 

The execution, delivery and performance of this Agreement and the               
documents attached as Exhibits hereto, as applicable, by the Seller, and the    
Security Agreement (as hereinafter defined), by Trademark Corp. and the         
consummation by the Seller and Trademark Corp. of the transactions              
contemplated hereby and thereby: (a) except as forth on Schedule 3.3 do not     
violate or conflict with any provision of law or regulation (whether federal,   
state or local), or any writ, order or decree of any court or governmental or   
regulatory authority, or any provision of the Seller's Certificate of           
Incorporation or Bylaws; and (b) except as set forth on Schedule 3.3 hereto,    
do not, with or without the passage of time or the giving of notice, or both,   
result in the breach of, or constitute a default, cause the acceleration of     
performance or require any consent under, or result in the creation of any      
lien, charge or encumbrance upon any of the Purchased Assets, Licensed Mark     
or the Patent, (other than pursuant to the Security Agreement) pursuant to      
any instrument or agreement to which the Seller or Trademark Corp. is a party   
or by which the Seller or Trademark Corp. or their respective properties may    
be bound or affected, other than instruments or agreements as to which          
consent shall have been obtained or waived at or prior to the Closing .         

ss.3.4 Consents of Governmental Authorities and Others                          

Except as set forth on                                                          
Schedule 3.4 hereto, no consent, approval or authorization of, or               
registration, qualification or filing with, any federal, state or local         
governmental or regulatory authority, or any other Person, is required in       
connection with the execution, delivery or performance of this Agreement by     
the Seller or the consummation by the Seller of the transactions contemplated   
hereby.                                                                         

ss.3.5 Conduct of Business                                                      

Except as disclosed on Schedule 3.5                                             
hereto, since December 31, 1997, the Seller has conducted business of the LE    
Division in the ordinary and usual course and there has not occurred any        
material adverse change in the condition (financial or otherwise), results of   
operations, por business of the LE Division or the Purchased Assets. Without    
limiting the generality of the foregoing, except as disclosed on Schedule 3.5   
hereto, since December 31, 1997, the Seller has not, with respect to or         
affecting the LE Division or its liabilities or the Purchased Assets: (a)       
suffered any damage, destruction or loss, whether or not covered by             
insurance, on any of its properties, assets, or business used in the            
operation of the LE Division; (b) granted or made any mortgage or pledge or     
subjected any of its properties or assets used in the operation of the LE       
Division or the Purchased Assets to any lien, charge or encumbrance of any      
kind, except liens for taxes not currently due other than liens and             
encumbrances that will be released at or prior to the Closing; or (c)           
received notice of any material adverse change in its relationship with any     
financial institution, customer or supplier with which it currently does        
business, nor is it aware of any circumstances that could reasonably lead to    
such a change, nor does the Seller have any knowledge of any of the             
foregoing.                                                                      

ss.3.6 Litigation                                                               

Except as set forth on Schedule 3.6 hereto,                                     
there are no actions, suits, investigations, claims or proceedings              
("Litigation") pending or, to the knowledge of the Seller, threatened before    
any court or by or before any governmental or regulatory authority or           
arbitrator, (a) affecting the LE Division (as plaintiff or defendant) which     
could reasonably be expected to, have a material adverse effect on the          
condition (financial or otherwise), results of operations, or business of the   
LE Division or (b) against the Seller relating to the Purchased Assets, the     
transactions contemplated by this Agreement or product liability or similar     
liability and there exist no facts or circumstances known to Seller creating    
any reasonable basis for the institution of any such action, suit,              
investigation, claim or proceeding described above. Schedule 3.6 reflects       
whether or not Litigation referred to thereon is covered by Seller's            
insurance policies for product liability.                                       

ss.3.7 Brokers                                                                  

The Seller has not                                                              
employed any financial advisor, broker or finder, with respect to which the     
Purchaser has incurred or will incur any broker's, finder's, investment         
banking or similar fees, commissions or expenses in connection with the         
transactions contemplated by this Agreement.                                    

ss.3.8 Compliance                                                               

The Seller,                                                                     
with respect or relating to the LE Division and the Purchased Assets is in      
material compliance with all federal, state, local and foreign laws,            
ordinances, regulations, judgments, rulings, orders and other requirements      
applicable to it including, without limitation, those relating to (a) the       
development, manufacture, packaging, distribution and marketing of products     
and (b) employment, safety and health. The Seller is not subject to any         
judicial, governmental or administrative order, judgment or decree which        
relate to or bind the LE Division or the Purchased Assets. The Purchaser has    
been furnished with true and correct copies of all material reports of          
inspections of the LE Division through the date hereof, under all applicable    
federal, state, foreign and local laws and regulations.                         

ss.3.9 Rights, Warrants, Options                                                

Except as set forth in Schedule 3.9 hereto, there are no                        
outstanding (a) securities or instruments convertible into or exercisable for   
any of the capital stock or other equity interests of the Seller; (b)           
options, warrants, subscriptions or other rights to acquire capital stock or    
other equity interests of the Seller; or (c) commitments, agreements or         
understandings of any kind, including employee benefit arrangements, relating   
to the issuance or repurchase by the Seller of any capital stock or other       
equity interests of the Seller.                                                 

ss.3.10 Financial Statements and Other Financial Information                    

The Seller has previously delivered to the Purchaser                            
true and complete copies of certain financial information other than            
projections (the "Financial Information"), it being understood that any         
portions thereof pertaining exclusively to the Consumer Division may be         
deleted. The Financial Statements and the Financial Information: (a) have       
been prepared in accordance with the books of account and records of the        
Seller; and (b) fairly present, and are true, correct and complete statements   
in all material respects of the Seller's financial condition and the results    
of its operations at the dates and for the periods specified therein; and (c)   
have been prepared in accordance with GAAP consistently applied with prior      
periods.                                                                        

ss.3.11 Title to Personal Property                                              

The Seller has, or will have as                                                 
of the Closing, good and marketable title to the Purchased Assets, free and     
clear of any security interests, liens, claims, charges or encumbrances         
whatsoever, except as set forth in Schedule 3.11 hereto or specifically         
identified as such in the December 31, 1997 Financial Statements. Except for    
the Leases specifically identified in Schedule 3.11 hereto, there are no        
assets owned by any third party which are used in the operation of the LE       
Division, as presently conducted.                                               

ss.3.12 Board Approval                                                          

The Board of                                                                    
Directors of the Seller and of Trademark Corp. has approved this Agreement,     
the License Agreement and the transactions contemplated hereby and thereby,     
in accordance with applicable law and as of the Closing Date the Board of       
Directors of Trademark Corp. will have approved the License Agreement, as       
hereinafter defined, and the Security Agreement.                                

ss.3.13 Insurance                                                               

Schedule                                                                        
3.13 sets forth a true and complete list of all material insurance policies,    
exclusive of worker's compensation policies and directors and officer's         
insurance (the "Insurance Policies") providing insurance coverage of any        
nature used in the operation of the LE Division. The Seller has previously      
made available to Purchaser a true and complete copy of all of such insurance   
policies, as amended to the date hereof. Such policies are sufficient for       
compliance by the Seller with all requirements of law and all agreements to     
which the Seller is a party or by which any of its assets are bound. All of     
such policies are in full force and effect and are valid and enforceable in     
accordance with their terms, and the Seller has complied with all material      
terms and conditions of such policies, including premium payments. None of      
the insurance carriers has indicated to the Seller an intention to cancel any   
such policy. Except as set forth on Schedule 3.13, the Seller has no material   
claim pending against any of the insurance carriers under any of such           
policies relating to the LE Division and Seller has no knowledge of any         
actual or alleged occurrence which could reasonably be expected to give rise    
to any such claim.                                                              

ss.3.14 Licenses                                                                

Schedule 3.14 hereto lists all authorizations, consents, approvals,             
franchises, licenses, including operating licenses, and permits required        
under applicable law or regulation for the operation of the LE Division as      
presently operated (the "Governmental Authorizations"). Schedule 3.14 hereto    
also lists all products of the LE Division which are exported by part number    
(listed under "item") and commodity jurisdiction export numbers (listed under   
"class") and also lists all products of the LE Division which are exported      
but that do not require Governmental Authorizations. All the Governmental       
Authorizations have been duly issued or obtained and are in full force and      
effect, and the Seller is in compliance with the terms of all the               
Governmental Authorizations. The Seller does not have any knowledge of any      
facts which could reasonably be expected to cause it to believe that the        
Governmental Authorizations will not be renewed by the appropriate              
governmental authorities in the ordinary course. Neither the execution,         
delivery nor performance of this Agreement shall adversely affect the status    
of any of the Governmental Authorizations.                                      

ss.3.15 Proprietary Rights                                                      

Set forth on Schedule 3.15(a) hereto is a list of (i) the Purchased Marks, and  
(ii) books and other records containing each formulation, procedure, process,   
trade secret, know-how and proprietary information, including the               
formulations, procedures, processes, trade secrets, know-how and proprietary    
information licensed pursuant to the License Agreement ("Licensed               
Formulations") or used or necessary in connection with the operation of the     
LE Division (together with the licensed Formulations, the "Formulations").      
Except as set forth on Schedule 3.15(a) hereto: (a) the Seller is the sole      
and exclusive owner of all right, title and interest in and to all of the       
trademark registrations and applications for the Purchased Marks and the        
Licensed marks listed on Schedule A to License Agreement (the "Schedule A       
Marks") and has the right to use all such intellectual property and to          
license the Licensed Marks, the Patent and the Licensed Formulations; (b) no    
royalties or fees (license or otherwise) are payable by the Seller to any       
Person by reason of the ownership or use of any of the Purchased Marks,         
Licensed Marks, Patent or Formulations (collectively, the "Intangible           
Property"); (c) there have been no claims made against the Seller asserting     
the invalidity, abuse, misuse, or unenforceability of the Licensed Marks and    
the Purchased Marks (the "Marks") and with respect to the Schedule A Marks      
and the Purchased marks only (the "Premier Marks"), Seller has no knowledge     
of the existence of any reasonable grounds for any such claims; (d) the         
Seller has not made any claim of any violation or infringement by others of     
its rights in the Marks and, with respect to the Premier Marks only, Seller     
has no knowledge of any reasonable grounds for such claims to exist; (e) to     
the Seller's knowledge, the use of the Marks is not infringing upon the         
asserted rights of others and, to the Seller's actual knowledge, none of the    
use of the Intangible Property by the Seller, the operation of the LE           
Division, the manufacture of its products, nor are the Formulations             
infringing upon any rights of others; (f) the Intangible Property includes      
all rights necessary for the Seller to be engaged in the business of the LE     
Division as presently being conducted; (g) to Seller's good faith belief, the   
consummation of the transactions contemplated hereby will not alter or impair   
the Marks; (h) no interest of the Seller's rights to any of the Marks has       
been assigned, transferred, licensed or sublicensed by the Seller to third      
parties, other than to AHI or an Affiliate of AHI; (i) to the extent that any   
item constituting part of the Intangible Property has been registered with,     
filed in or issued by, as the case may be, any governmental or other            
regulatory authority, such registrations, filings or issuances are listed on    
Schedule 3.15(a) hereto, and, to Seller's knowledge, remain in full force and   
effect.                                                                         

Notwithstanding the foregoing, Seller makes no representations or               
warranty that the Patent or Marks or any registration covered by this           
Agreement are valid or that any Formulation constitutes legally protected       
proprietary information. Furthermore, it is understood and agreed that Seller   
makes no representation or warranty that AHI's or Purchaser's or any of their   
respective Affiliate's exercise of any rights under this Agreement will not     
result in the infringement of any rights of a third party. Seller shall have    
no liability to AHI or Purchaser or any of their respective Affiliates for      
any damages of any kind resulting from the infringement of the rights of any    
third party as a result of the exercise of the rights granted under the         
License Agreement or as a result of any determination that any or all of the    
Marks or Patent or any registrations are invalid or unenforceable or any        
determination that the Formulations are not legally protected as confidential   
proprietary information.                                                        

ss.3.16 Major Customers and Suppliers; Supplies                                 

Attached as Schedule 3.16 hereto is a list of the ten (10) largest customers    
(measured by dollar volume) of the LE Division and all suppliers of             
significant goods or services used in the operation of the LE Division for      
the period ended December 31, 1997. Except as set forth in Schedule 3.16        
hereto, there has not been and, to its knowledge, there will not be any         
material adverse change in the relations of the Seller with its respective      
suppliers, contractors, licensors and lessors used in the operation of the LE   
Division, as a result of the announcement or consummation of the transactions   
contemplated by this Agreement and the Seller has no knowledge that any of      
the Seller's suppliers used in the operation of the LE Division, has or is      
contemplating terminating its relationship with the LE Division of the          
Seller. To the Seller's knowledge, no such major customer or supplier has       
experienced any type of work stoppage or other material adverse circumstances   
or conditions that may materially adversely affect the Purchaser's future       
relationship with any such supplier. Except as set forth on Schedule 3.16,      
there are no pending disputes or controversies between any such supplier of     
the Seller, and to Seller's knowledge there exist no facts which in the         
future could reasonably be expected to impair the relationship of the           
Purchaser with such suppliers.                                                  

ss.3.17 Tax Matters                                                             

All tax returns and tax                                                         
reports required to be filed with respect to the LE Division have been timely   
filed (or appropriate extensions have been obtained or the issue has been       
remedied in accordance with applicable law) with the appropriate governmental   
agencies in all jurisdictions in which such returns and reports are required    
to be filed, all of the foregoing as filed are true, correct and complete       
and, in all respects, reflect accurately all liability for taxes of the         
Seller for the periods to which such returns relate, and all amounts shown as   
owing thereon have been paid. All income, profits, franchise, sales, use,       
value added, occupancy, property, excise, payroll, FICA, FUTA and other taxes   
(including interest and penalties), if any, collectible or payable by the       
Seller or relating to or chargeable against any of its assets, revenues or      
income through December 31, 1997, and through the Closing Date, were fully      
collected and paid by such date or provided for by adequate reserves in the     
December 31, 1997 Financial Statements and all similar items due through the    
Closing Date will have been fully paid by that date or provided for by          
adequate reserves.                                                              

ss.3.18 Products                                                                

Except as set forth on Schedule 3.18                                            
hereto, Seller has no knowledge of any set of facts (i) which could             
reasonably be expected to furnish a basis for the recall, withdrawal or         
suspension of any product, governmental license, approval or consent of any     
governmental or regulatory agency with respect to any product manufactured,     
developed, distributed or sold by the LE Division (the "Products"), (ii)        
which could reasonably be expected to furnish a basis for the recall,           
withdrawal or suspension by order of any state, federal or foreign court of     
law of any Product, or (iii) which could reasonably be expected to cause the    
Seller to recall, withdraw or suspend any such Product from the market or to    
change the marketing classification of any such Product. True, correct and      
complete copies of all material correspondence received or sent by or on        
behalf of the Seller relating to violations of governmental laws, rules or      
regulations affecting the LE Division during the past year.                     

ss.3.19 Solvency                                                                

The Seller is able to pay its debts as they mature and, to the best of its      
knowledge, the transfer of the Purchased Assets by the Seller to Purchaser in   
accordance with the terms of this Agreement shall not constitute a voidable     
preference or transfer in fraud by any creditor of the Seller under             
applicable federal or state insolvency law.                                     

ss.3.20 Inventories                                                             

The Seller                                                                      
has and, until the Closing, will continue to have adequate quantities and       
types of inventory to enable it to conduct the business of the LE Division as   
presently conducted and as anticipated to be conducted. Except as set forth     
on Schedule 3.20 hereto, all inventory of the Seller and all fixed and          
tangible assets which are included in the Purchased Assets is located in its    
warehouse facility in Bennington, Vermont. Schedule 3.20 discloses the          
locations of such assets.                                                       

ss.3.21 Absence of Certain Business Practices                                   

Except as set forth in Schedule 3.21, none of the Seller, its related parties   
or any Affiliate of the Seller, or to its knowledge, any other Person acting    
on behalf of the Seller, acting alone or together, has with respect to the      
business or activities of the LE Division: (a) received, directly or            
indirectly, any rebates, payments, commissions, promotional allowances or any   
other economic benefits, regardless of their nature or type, from any           
customer, supplier, trading company, shipping company, governmental employee    
or other Person with whom the Seller has done business directly or              
indirectly; or (b) directly or indirectly, given or agreed to give any gift     
or similar benefit to any customer, supplier, trading company, shipping         
company, governmental employee or other Person who is or may be in a position   
to help or hinder the business of the Seller (or assist the Seller in           
connection with any actual or proposed transaction) which (i) may subject the   
Seller to any material damage or any penalty in any civil, criminal or          
governmental litigation or proceeding, (ii) if not given in the past, may       
have had a material adverse effect on the assets, business or, operations of    
the Seller as reflected in the Financial Statements or (iii) if not continued   
in the future, may materially adversely affect the condition (financial or      
otherwise), business or results of operations of the LE Division or subject     
the LE Division to suit or penalty in any private or governmental litigation    
or proceeding.                                                                  

ss.3.22 Accounts and Notes Receivable                                           

In order to facilitate                                                          
the Seller's continued collection thereof, the Seller has delivered or will     
deliver as of the Closing Date to Purchaser a true and complete aged list of    
unpaid accounts and notes receivable owing to the Seller in connection with     
its operation of the LE Division as of December 31, 1997, March 31, 1998 and    
as of the Closing Date (together with the Closing Date Receivables referred     
to in Section 5.12, the "Receivables"). All of the Receivables (as in effect    
as of the Closing Date constitute or will constitute as of the Closing Date     
only bona fide, valid and binding claims arising in the ordinary course of      
the Seller's operation of the LE Division, subject to no valid counterclaims    
or setoffs, at the aggregate recorded amount thereof subject to normal          
reserves for doubtful accounts.                                                 

ss.3.23 LE Division Assets                                                      

The Purchased                                                                   
Assets, except for the Excluded Assets and any Copyright interests owned by     
parties other than the Seller, include all assets owned or used by the Seller   
which relate to or are used or useful in the operation of the LE Division or    
the manufacture or development of the Products.                                 

ss.3.24 Disclosure                                                              

The Seller                                                                      
has filed or will file, within required time periods, in compliance with        
applicable law, all reports, registration statements and filings, including     
any necessary amendments thereto ("Filings"), required to be filed by it        
pursuant to the Exchange Act and the Securities Act. No representation or       
warranty of the Seller contained in this Agreement, and no statement, report,   
Filing or certificate furnished by or on behalf of the Seller pursuant hereto   
or in connection with the transactions contemplated hereby, contains or will    
contain any untrue statement of a material fact or omits or will omit to        
state a material fact necessary in order to make the statements contained       
herein or therein not misleading or omits or will omit to state a material      
fact necessary in order to provide the Seller's stockholders with full and      
proper information as to the business, financial condition, or results of       
operations of the LE Division.                                                  

ARTICLE IV                                                                      

Representations and Warranties of AHI and the Purchaser                         

In order to induce the Seller to enter into this                                
Agreement and to consummate the transactions contemplated hereby, AHI and the   
Purchaser, jointly and severally, make the representations and warranties set   
forth below to the Seller.                                                      

ss.4.1 Organization; Standing and Power                                         

Each of                                                                         
AHI and the Purchaser is a corporation duly organized, validly existing and     
in good standing under the laws of the state of its incorporation. Each of      
AHI and the Purchaser is, or will be as of the Closing Date, duly qualified     
to transact business as a foreign corporation in all jurisdictions where the    
ownership or leasing of its respective properties or the conduct of its         
respective businesses requires such qualification. Each of AHI and the          
Purchaser has all requisite corporate power and authority to execute, deliver   
and perform this Agreement and to consummate the transactions contemplated      
hereby.                                                                         

ss.4.2 Authorization; Enforceability                                            

The execution, delivery and                                                     
performance of this Agreement by AHI and the Purchaser and the consummation     
by AHI and the Purchaser of the transactions contemplated hereby have been      
duly authorized by all requisite corporate action on the part of AHI and the    
Purchaser. This Agreement and any and all other documents to be executed and    
delivered by AHI and the Purchaser pursuant to this Agreement have been duly    
executed and delivered by AHI and the Purchaser, and constitutes the legal,     
valid and binding obligation of AHI and the Purchaser, enforceable in           
accordance with their terms, except to the extent that their enforcement is     
limited by bankruptcy, insolvency, reorganization or other laws relating to     
or affecting the enforcement of creditors' rights generally and by general      
principles of equity.                                                           

ss.4.3 No Violation or Conflict                                                 

The execution, delivery                                                         
and performance of this Agreement by AHI and the Purchaser and the              
consummation by AHI and the Purchaser of the transactions contemplated          
hereby: (a) except as set forth on Schedule 3.3 do not violate or conflict      
with any provision of law or regulation (whether federal, state or local), or   
any writ, order or decree of any court or governmental or regulatory            
authority, or any provision of AHI's or the Purchaser's Certificate of          
Incorporation or Bylaws; and (b) except as set forth on Schedule 3.3 hereto,    
do not, with or without the passage of time or the giving of notice, or both,   
result in the breach of, or constitute a default, cause the acceleration of     
performance or require any consent under, any instrument or agreement to        
which AHI or the Purchaser is a party or by which AHI or the Purchaser or       
their respective properties may be bound or affected, other than instruments    
or agreements as to which consent shall have been obtained or waived at or      
prior to the Closing.                                                           

ss.4.4 Validity of AHI Common Stock                                             

The AHI Shares,                                                                 
when issued in accordance with the terms and provisions of this Agreement,      
will be validly authorized, validly issued, fully paid and nonassessable.       
Such AHI Shares shall be of the same class and having the same rights as the    
duly authorized shares of Common Stock. Except as set forth in Section          
2.1(d), as of the Closing Date, the AHI Shares have been or will be             
registered with the Commission under the Securities Act, such registration      
statement is or shall be declared effective and no stop order shall be in       
effect as of the Closing Date, with respect to the AHI Shares.                  

ss.4.5 Brokers                                                                  

Neither AHI nor the Purchaser has employed any financial advisor, broker or     
finder with respect to which the Seller will incur any broker's, finder's,      
investment banking or similar fees, commissions or expenses, in connection      
with the transactions contemplated by this Agreement.                           

ARTICLE V                                                                       

Additional Agreements                                                           

ss.5.1 Survival                                                                 

The representations, warranties, covenants and                                  
agreements of AHI, the Purchaser and the Seller set forth in this Agreement     
shall survive the Closing Date for a period of one year; provided, however,     
that such limitation shall not apply with respect to any action based upon      
wrongful intent or fraudulent actions, or wrongfully intentional:               
misrepresentations or breaches of any party.                                    

ss.5.2 Investigation                                                            

The representations, warranties, covenants and agreements set forth in this     
Agreement shall not be affected or diminished in any way by any investigation   
(or failure to investigate) at any time by or on behalf of the party for        
whose benefit such representations, warranties, covenants and agreements were   
made; provided, however, that each of the parties hereto agrees not to          
intentionally conceal, prior to the Closing, from the other parties hereto,     
any actual knowledge of any breach of any of such representations,              
warranties, covenants and agreements. With respect to AHI or the Purchaser,     
the phrase "actual knowledge" means the conscious awareness of Rob Schiller,    
Debbie Conley, Michael Elliot, and, with respect to inventory only, Ken         
Kichner. All statements contained herein or in any schedule, certificate,       
exhibit, list or other document delivered pursuant hereto, shall be deemed to   
be representations and warranties for purposes of this Agreement.               

ss.5.3 Indemnification                                                          

(a) By Seller. Subject to the limitations set forth in                          
Section 5.1, the Seller agrees to indemnify and hold harmless AHI, the          
Purchaser, and their respective directors, officers, employees and agents       
from, against and in respect of, the full amount of any and all liabilities,    
actions, suits, proceedings, damages, claims, deficiencies, fines,              
assessments, judgments, losses, taxes, penalties, interest, costs and           
expenses, including, without limitation, reasonable fees and disbursements of   
counsel ("Liabilities"), arising from, (i) any breach or violation of any of    
the representations, warranties, covenants or agreements of the Seller          
contained in this Agreement or any agreement referred to herein and delivered   
at or prior to the Closing; (ii) any act or failure to act of the Seller or     
the conduct of its business arising or occurring on or prior to the Closing     
Date without regard to whether such claim exists on the Closing Date or         
arises at any time thereafter in respect of or relating to, directly or         
indirectly, the Purchased Assets, the Licensed Mark or the Patent; (iii) any    
obligation or liability of the Seller of any nature, fixed, absolute,           
accrued, contingent or otherwise, not assumed by AHI or the Purchaser in        
accordance with this Agreement, including any obligation or liability           
relating to any product distributed, manufactured or sold by the Seller prior   
to or after the Closing Date; (iv) any third party claims relating to the use   
by the Seller of the Licensed Marks, the Patent or the formulations licensed    
pursuant to the License Agreement that do not arise primarily out of or         
relate primarily to any act or failure to act on the part of the Purchaser or   
AHI; (v) any breach or violation of the Non-Compete Agreements by the parties   
thereto, provided, however, that, the Seller shall have no obligation to the    
Purchaser under this clause (v) for any actions other than by the Seller;       
(vi) any sale by the Purchaser of any of the Products in accordance with        
Section 5.15 hereof, to the extent any such Liability arises out of any act     
or failure to act on the part of the Seller prior to the Closing Date; (vii)    
any failure by the Seller to comply with any applicable "bulk sales, "bulk      
transfer" or similar laws including the time period and other requirements      
thereof as then in effect (the "Bulk Sale Provisions"); and (viii) any          
violation or alleged violation of any Environmental Laws relating to the        
Purchased Assets.                                                               

(b) By AHI and the Purchaser. Subject to the limitations                        
set forth in Section 5.1, AHI and the Purchaser agree, jointly and severally,   
to indemnify and hold harmless the Seller and its directors, officers,          
employees and agents, from, against and in respect of, the full amount of any   
and all Liabilities arising from (i) any breach or violation of any of the      
representations, warranties, covenants or agreements of AHI or the Purchaser    
contained in this Agreement or any agreement referred to herein and delivered   
at or prior to the Closing; (ii) any act or failure to act relating to the      
operation by the Purchaser or AHI of the Purchased Assets, the Licensed Mark,   
the Patent or the Formulations occurring from and after the Closing Date that   
does not arise primarily out of or relate primarily to any act or failure to    
act on the part of the Seller; and (iii) the sale of any Product by AHI or      
the Purchaser from and after the Closing Date, except to the extent that any    
such Liability arises out of any act of or failure to act on the part of the    
Seller that occurred prior to the Closing Date; provided, however, that such    
indemnification shall not cover or apply to any liability for sales taxes       
imposed upon the Purchaser under applicable law.                                

(c) Indemnity Procedure. A                                                      
party or parties hereto agreeing to be responsible for or to indemnify          
against any matter pursuant to this Agreement is referred to herein as the      
"Indemnifying Party" and the other party or parties claiming indemnity is       
referred to as the "Indemnified Party".                                         

i) An Indemnified Party under this Agreement shall, with respect to claims      
asserted against such party by any third party, give written notice to the      
Indemnifying Party of any liability which might give rise to a claim for        
indemnity under this Agreement within sixty (60) business days of the receipt   
of any written claim from any such third party, but not later than twenty       
(20) days prior to the date any answer or responsive pleading is due, and       
with respect to other matters for which the Indemnified Party may seek          
indemnification, give prompt written notice to the Indemnifying Party of any    
liability which might give rise to a claim for indemnity; provided, however,    
that (i) any failure to give such notice will not waive any rights of the       
Indemnified Party except to the extent the rights of the Indemnifying Party     
are materially prejudiced, and (ii) with respect to claims by a party hereto,   
the Indemnifying Party shall have a period of twenty (20) days in which to      
cure or otherwise remedy any claim, provided, that if such breach or claim      
can be cured within sixty (60) days, the Indemnified Party shall have up to     
sixty (60) days in which to cure such claim and the parties shall first         
reasonably attempt to settle any disputes regarding the amount of               
indemnification through direct discussions.                                     

(ii) With respect to claims by a third party, the Indemnifying Party shall      
have the right, at its election, to take over the defense or settlement of      
such claim by giving written notice to the Indemnified Party at least fifteen   
(15) days prior to the time when an answer or other responsive pleading or      
notice with respect thereto is required. If the Indemnifying Party makes such   
election, it may conduct the defense of such claim through counsel of its       
choosing (subject to the Indemnified Party's approval of such counsel, which    
approval shall not be unreasonably withheld), shall be solely responsible for   
the expenses of such defense and shall be bound by the results of its defense   
or settlement of the claim. The Indemnifying Party shall not settle any such    
claim without prior notice to and consultation with the Indemnified Party,      
and no such settlement involving any equitable relief or which might have an    
adverse effect on the Indemnified Party may be agreed to without the written    
consent of the Indemnified Party (which consent shall not be unreasonably       
withheld). So long as the Indemnifying Party is diligently contesting any       
such claim in good faith, the Indemnified Party may pay or settle such claim    
only at its own expense and the Indemnifying Party will not be responsible      
for the fees of separate legal counsel to the Indemnified Party, unless the     
named parties to any proceeding include both parties and representation of      
both parties by the same counsel would be inappropriate. If the Indemnifying    
Party does not make such election, or having made such election does not, in    
the reasonable opinion of the Indemnified Party proceed diligently to defend    
such claim, then the Indemnified Party may (after 20 days prior written         
notice to the Indemnifying Party, or such shorter period as may be necessary    
in order that the Indemnified Party's rights are not prejudiced), at the        
expense of the Indemnifying Party, elect to take over the defense of and        
proceed to handle such claim in its discretion and the Indemnifying Party       
shall be bound by any defense or settlement that the Indemnified Party may      
make in good faith with respect to such claim. In connection therewith, the     
Indemnifying Party will fully cooperate with the Indemnified Party should the   
Indemnified Party elect to take over the defense of any such claim.             

(iii) The parties agree to cooperate in defending such third party claims       
and the Indemnified Party shall provide such cooperation and such access to     
its books, records and properties as the Indemnifying Party shall reasonably    
request with respect to any matter for which indemnification is sought          
hereunder; and the parties hereto agree to cooperate with each other in order   
to ensure the proper and adequate defense thereof.                              

(iv) With regard to claims of third parties for which indemnification is        
payable hereunder, such indemnification shall be paid by the Indemnifying       
Party upon the earlier to occur of: (i) the entry of a judgment against the     
Indemnified Party and the expiration of any applicable appeal period, or if     
earlier, five (5) days prior to the date that the judgment creditor has the     
right to execute the judgment; (ii) the entry of an unappealable judgment or    
final appellate decision against the Indemnified Party; or (iii) a settlement   
of the claim in accordance herewith. Notwithstanding the foregoing, provided    
that there is no dispute as to the applicability of indemnification, the        
reasonable legal fees and expenses of counsel to the Indemnified Party shall    
be reimbursed on a current basis by the Indemnifying Party if such legal fees   
and expenses are a liability of the Indemnifying Party. With regard to other    
claims for which indemnification is payable hereunder, such indemnification     
shall be paid promptly by the Indemnifying Party upon demand by the             
Indemnified Party.                                                              

(d) Holdback Provisions. In order to secure the                                 
obligations of the Seller hereunder, the Purchaser will retain and hold back    
from the Purchase Price, $600,000 of the Purchase Price (the "Holdback Fund")   
in cash and/or stock (in accordance with Section 2.1(d) hereof), any cash       
portion of which will be deposited by the Purchaser in a segregated interest    
bearing account, and $480,000 of which will be released and remitted to the     
Seller on the 180th day following the Closing Date, and the remainder of        
which will be released from the Holdback Fund on the one year anniversary of    
the Closing Date (each, a "Release Date"). Should the Indemnified Party be      
notified of any claims made while any of the Holdback Funds are held by the     
Purchaser as set forth above, an amount equal to a reasonable estimate of the   
amount to be indemnified shall remain in escrow until the final resolution of   
such claim, notwithstanding the passing of a Release Date. Upon final           
resolution of any claim, the Purchaser shall have the right, to set-off and     
deduct from the Holdback Fund, upon written notice to the Seller, such cash     
or that number of AHI Shares having a value equal to the amount of any losses   
for which Seller is required to indemnify the Purchaser pursuant to the         
provisions of Section 5.3(a) above. For purpose of this Section 5.3(d), the     
value of the AHI Shares shall equal the average closing price of AHI's Common   
Stock on the American Stock Exchange (or such other exchange as such shares     
may then be listed) for the ten consecutive trading day period ending three     
trading days prior to the date of determination. In the event any shares of     
AHI Common Stock are sold at the request of the Seller while held in the        
Holdback Fund, the proceeds of any such sale shall be remitted to and held as   
part of the Holdback Fund until released in accordance with the provisions of   
this Section. So long as there is no claimed breach of any representation,      
warranty, covenant or agreement by the Seller under this Agreement or the       
other agreements contemplated hereby, and subject to any rights in favor of     
third parties that may be granted by the Seller, the Seller shall be entitled   
to vote the AHI Shares in the Holdback Fund and to receive dividends thereon,   
when, as and if declared by the Board of Directors of AHI. Notwithstanding      
anything contained in this Section 5.3(d) to the contrary, including the        
passing of a Release Date, no cash or AHI Shares shall be released from the     
Holdback Fund until such time as the Warrant Shares (as defined in Section      
6.1(n)) have been registered with the Commission under the Securities Act in    
accordance with the terms thereof.                                              

(e) No indemnification payment shall be                                         
made pursuant to this Section 5.3 unless and until the amounts the              
Indemnified Party would otherwise be entitled to receive as indemnification     
under this Section 5.3 exceeds $200,000, (which amount shall be reduced by      
claims for non-delivery of assets set forth on Schedule 5.5 on or prior to      
the due date therefor as set forth in Section 5.5 based on the net book value   
thereof at December 31, 1997), excluding (for purposes of this Section 5.3(e)   
only) fees and expenses of counsel. If such amount exceeds $200,000 the         
Seller shall provide indemnification under this Section 5.3 for all             
Liabilities to the extent they exceed $200,000.                                 

(f) Notwithstanding the                                                         
foregoing, each party assumes responsibility for the design and manufacture     
of products using the Formulations after the date hereof.                       

ss.5.4 Preparation of Closing Date Schedule                                     

The Seller shall conduct a physical count of all                                
inventory included in the Purchased Assets during the three day period          
immediately preceding the Closing Date and shall prepare a schedule of the      
inventory included in the Purchased Assets as of the Closing Date, which        
shall identify inventory relating to orders set forth on Schedule 1.2 (the      
"Closing Date Schedule"). The Purchaser and its independent accountants shall   
have the right and opportunity to observe and confirm the taking of such        
inventory and shall be afforded access to the working papers and other          
records of the Seller and its accountants in connection with such inventory     
count. The inventory will be priced at the value shown on the audited books     
and records of the Purchaser at December 31, 1997, and shall be (i) increased   
by all inventory purchases in accordance with the terms hereof from December    
31, 1997 through the Closing at the Seller's standard costs for such            
inventory, and (ii) decreased by (A) all sales of inventory from December 31,   
1997 through the Closing and (B) all inventory relating to orders set forth     
on Schedule 1.2 (all such increases and decreases to inventory) valued          
consistent with the Seller's policies and procedures applied in the audited     
balance sheet dated December 31, 1997).                                         

ss.5.5 Delivery of Purchased Assets                                             

The Seller shall pack, under the supervision of, and at the specific and        
reasonable direction of, the representatives of the Purchaser, all inventory,   
raw materials, work in process, finished goods and all of the other tangible    
Purchased Assets including inventory and equipment and shall forward such       
Purchased Assets from the Seller's plant to the location designated by the      
Purchaser in the United States, as promptly as practicable, but in no event     
later than ninety (90) days following the Closing Date. The cost of such        
packing and shipping shall be borne by the Seller to the extent of $200,000     
evidenced by reasonably satisfactory books and records, and the Seller shall    
be responsible for such costs in excess of $200,000. Costs for purposes of      
this section shall include Seller's out of pocket costs (including salaries     
and benefits). Notwithstanding the foregoing, the Purchaser shall not take      
delivery of the Purchased Assets specified on Schedule 5.5 hereto until the     
earlier of to occur sixty (60) days following the Closing Date and the          
fulfillment of the orders set forth in Schedule 1.2 hereto, upon which          
occurrence the Seller shall pack such items at its own expense (in accordance   
with the Purchaser's reasonable specifications) and deliver them to the         
Purchaser within fifteen (15) days thereof.                                     

ss.5.6 CS Inventory                                                             

The Seller is                                                                   
in possession of a quantity of CS-1. To the extent that the Seller can          
convert any available quantity of the CS-1 to CS on a commercially reasonable   
basis, as determined in good faith by the Seller, the Seller shall offer for    
sale to the Purchaser, prior to offer or sale to any third party, such          
quantities of CS as the Purchaser, AHI or its Affiliates may, from time to      
time request (the "Offered CS"), at such prices to be agreed to from time to    
time by the parties, provided, however, that such prices shall at all times     
be $3.00 per pound less than the lowest available alternative price offered     
by suppliers of CS tear gas satisfying the military specification               
MIL-C-51029C, other than AHI of its Affiliates. The parties agree that the      
Seller shall have no obligation to maintain any quantity of CS tear gas. In     
the event the Purchaser desires to purchase the Offered CS but was unable to    
agree with the Seller to a purchase price, then the Offered CS shall not be     
offered to any third parties on terms more favorable than was required to be    
offered to the Purchaser in accordance with this Section 5.6.                   

ss.5.7 Mark VI Molds                                                            

The Seller shall license to the Purchaser, as part of the License               
Agreement, the Patent for the Seller's Mark VI mold, the right to manufacture   
such mold and the right to use the Mark VI mold currently in the possession     
of AHI for use by the Purchaser for the remainder of such Patents' useful       
life for the sale of products in accordance with the terms and conditions set   
forth in the License Agreement. The Seller agrees to sell to AHI or its         
Affiliates, from time to time, a reasonable supply of Mark VI parts for use     
in connection with the sale of products for use by AHI or its Affiliates, at    
1.5 times Seller's cost of manufacture for so long as Seller is manufacturing   
such parts. The License Agreement shall supersede any and all licenses or       
rights granted by the Seller to AHI, its Affiliates or the Purchaser with       
respect to such molds. The Seller agrees to give AHI and the Purchaser 90       
days written notice prior to any sale by it of the Patent or the Mark VI mold   
of the material terms of such proposed sale.                                    

ss.5.8 Transition                                                               

The Seller                                                                      
agrees to assist the Purchaser with the transition of the Purchased Assets      
from the Seller to the Purchaser including the installation of the equipment    
comprising Purchased Assets at the facility designated by the Purchaser. In     
connection therewith, the Seller agrees to make the services of its employee,   
Bernard Graney (at his sole discretion no more than two consecutive days at a   
time), or another individual with comparable background and experience,         
available to the Purchaser at its offices in Wyoming, at mutually convenient    
times upon ten (10) days prior notice by the Purchaser, to assist with such     
transition, for an aggregate of fifteen (15) business days following the        
Closing Date. The Seller shall make such employee available to the Purchaser    
at its offices in Wyoming to assist with such transition, for such number of    
additional days as the Purchaser shall reasonably request as set forth above    
for a per diem fee equal to 130% of such employee's salary for each such day    
(computed on the basis of such employee's annual salary paid to him by the      
Seller during the year in which services are rendered) plus reasonable          
expenses of travel, lodging and meals.                                          

ss.5.9 Insurance Policies                                                       

The Seller                                                                      
agrees to maintain in full force and effect, until the fifth anniversary of     
the Closing Date, product liability insurance policies with companies having    
an "A" rating or better naming the Purchaser as an additional insured with      
respect to all Products in the amount of $1 million per occurrence, $3          
million in the aggregate and a $2 million umbrella. The Purchaser agrees to     
maintain in full force and effect, until the seventh anniversary of the         
Closing Date, product liability insurance policies with companies having an     
"A" rating or better naming the Seller as an additional insured with respect    
to all Products using the Licensed Mark, the Patent, the Formulations or the    
Purchased Assets, in the amount of $1 million per occurrence, and $3 million    
in the aggregate and a $2 million umbrella. As proof of such insurance, each    
party will submit to the other a fully paid certificate of insurance naming     
the other party as an additional insured.                                       

ss.5.10 Bulk Sale                                                               

The Seller agrees                                                               
to comply with all Bulk Sales Provisions applicable to the transactions         
contemplated hereby. The Seller agrees to pay when due and discharge (a) all    
claims of creditors and all taxes and interest and penalties and all other      
liabilities of any nature and which could be collected from the Purchaser by    
reason of the Seller's failure to fully comply with any of the Bulk Sales       
Provisions and (b) all sales and other state and local taxes owing by the       
Seller in respect of the operation of the LE Division up to and including the   
Closing Date.                                                                   

ss.5.11 Intellectual Property Assignment                                        

(a) The Seller agrees                                                           
to transfer and assign, at Closing, all of its right title and interest in      
and to the Licensed Mark and the Patent, to a newly formed wholly-owned         
subsidiary corporation of the Seller organized under the laws of the State of   
Delaware ("Trademark Corp.") having a duly adopted Certificate of               
Incorporation and By-Laws in the form attached hereto as Exhibit A (the         
"Organizational Documents") and By-Laws in the form reasonably acceptable to    
Purchaser. The Seller shall cause Trademark Corp. to license to the             
Purchaser, pursuant to a License Agreement substantially in the form attached   
hereto as Exhibit B (the "License Agreement"), the Licensed Mark and the        
Patent. The Seller shall pledge to the Purchaser all of its stock and any       
other interest that it owns in Trademark Corp., pursuant to a Pledge            
Agreement in the form attached hereto as Exhibit C (the "Pledge Agreement").    
The Seller shall cause Trademark Corp. to grant to the Purchaser a first        
priority security interest in the Licensed Mark and the Patent pursuant to a    
Security Agreement in the form attached hereto as Exhibit D (the "Security      
Agreement").                                                                    

(b) During the term the term of the License Agreement the Seller                
shall not, (i) alter, amend or repeal or permit the same to occur (without      
the unanimous consent of the Board of Directors of Trademark Corp.) any of      
the provisions of the Organizational Documents of Trademark Corp. (the          
"Charter"), (ii) take or permit to be taken any action in violation of the      
Organizational Documents, (iii) make loans to Trademark Corp. provided it may   
make capital contributions from time to time due, (iv) transfer, assign or      
otherwise convey any interest in Trademark Corp. to any Person, other than      
AHI or the Purchaser, that does not agree to be bound by the terms of this      
Section 5.11(b), the Pledge Agreement and the Security Agreement, or (v)        
cause the Trademark Corp. to pledge or encumber any of its assets unless such   
pledge or encumbrance is subordinated to the security interest of AHI and the   
Purchaser under the Pledge Agreement and the holder thereof agrees in writing   
to waive the right to file an involuntary bankruptcy petition against           
Trademark Corp. with regard to such debt. The Seller shall cause and maintain   
at all times the election of one designee of Licensee (under the License        
Agreement) to the Board of Directors of Trademark Corp.                         

ss.5.12 Receivables                                                             

The Seller will deliver to the Purchaser a true and complete aged list of       
unpaid accounts and notes receivable owing to the Seller in connection with     
its operation of the LE Division as of the Closing Date (the "Closing Date      
Receivables").                                                                  

ss.5.13 Issuance of Warrant                                                     

The Seller shall issue to AHI at                                                
the Closing the Warrant (as defined in Section 6.1(n) hereof), which Warrant    
shall include, but not be limited to, the terms described in Section 6.1(n)     
hereof.                                                                         

ss.5.14 Information Statement                                                   

As soon as is practicable following the                                         
execution of this Agreement by the parties, but in no event more than fifteen   
(15) days following execution hereof so long as Seller is provided the          
information with respect to AHI and/or the Purchaser that is required to be     
contained in the Information Statement, the Seller shall prepare and file       
with the Commission an Information Statement complying with the Exchange Act    
and the rules and regulations promulgated thereunder, and thereafter use its    
best efforts to timely respond to the Commission's comments thereto. The        
Seller further agrees to mail such Information Statement to its stockholders    
as soon as is practicable following the filing of the Information Statement     
with the Commission and the Seller's response to the Commission's comments      
thereto, if any. The Seller further agrees that the only subject to be          
addressed in the Information Statement shall be this Agreement and the          
transactions contemplated hereby. The Purchaser and AHI agree to reasonably     
cooperate with the Seller, and to provide reasonably requested information      
with respect to AHI and the Purchaser necessary to complete the Information     
Statement.                                                                      

ss.5.15 Backlog                                                                 

(a) Upon the consummation of the transactions                                   
contemplated hereby on the Closing Date, the Backlog shall become the           
property of the Purchaser. The Purchaser shall pay to the Seller a commission   
on each Backlog order (the "Backlog Commission") shipped following the          
Closing Date in an amount equal to 25% of the gross profit on such order,       
based upon the Seller's standard costs, earned by the Purchaser on each such    
item of Backlog. For purposes of calculating commissions, gross profit shall    
be selling price less Seller's standard costs. The Backlog Commission shall     
be earned by and paid to the Seller by the Purchaser only upon the              
satisfaction of the account receivable of the Purchaser for such item of        
Backlog. The Purchaser shall pay the Backlog Commission in cash to the Seller   
within the earlier to occur of (i) two business days of an aggregate of         
$50,000.00 or more in outstanding Backlog Commissions being earned and owing    
to the Seller, and (ii) the fifteenth (15th) day of each month with respect     
to payment of Backlog Commissions earned during the prior month. Backlog        
Commission shall be deemed earned and owing to the Seller upon satisfaction     
of the account receivable for such item of Backlog.                             

(b) The Seller agrees                                                           
that specifications for all Backlog orders shall be as set forth on Schedule    
5.15 hereto. The Purchaser agrees to satisfy all specifications for Backlog     
orders set forth on Schedule 5.15 hereto and shall not be responsible for       
satisfying any specifications not set forth thereon. Schedule 5.15 shall be     
delivered at Closing.                                                           

(c) In the event any Product delivered or attempted to                          
be delivered by the Purchaser to fill a Backlog order is returned by the        
customer due to the fault of the Purchaser in fulfilling such order, the        
estimated Backlog Commission (based upon the Seller's standard costs) shall     
be paid to the Seller. Such determination of fault shall be made in good        
faith by the Purchaser and the Seller; provided, however, that in the event     
the Purchaser and the Seller can not agree as to any such determination, such   
dispute shall be submitted to arbitration in accordance with Section 8.19       
hereof.                                                                         

(d) Notwithstanding anything in this Agreement to the contrary, from            
and after the date hereof, before agreeing to acceptance of any international   
order or any domestic order greater than $7,500.00 the Seller shall first       
provide the Purchaser with a gross margin report, copy of the purchase order    
and terms and product specifications, with respect thereto.                     

ss.5.16 Joint Obligations                                                       

All agreements, covenants, representations and warranties                       
contained herein on the part of the Purchaser shall be the joint obligation     
of AHI.                                                                         

ARTICLE VI                                                                      

Conditions Precedent; Termination                                               

ss.6.1 Conditions Precedent to the Obligations of AHI and the Purchaser         

Each and every                                                                  
obligation of AHI and the Purchaser to consummate the transactions described    
in this Agreement and any and all liability of AHI and the Purchaser to the     
Seller shall be subject to the fulfillment or waiver by AHI and Purchaser on    
or before the Closing Date of the following conditions precedent:               

(a) Representations and Warranties True. Each of the representations and        
warranties of the Seller contained herein or in any certificate or other        
document delivered pursuant to this Agreement or in connection with the         
transactions contemplated hereby shall be true and correct in all respects as   
of the Closing Date with the same force and effect as though made on and as     
of such date (except for changes specifically permitted by this Agreement),     
which shall include changes to the schedules as a result of occurrences         
following the execution date of this Agreement that are accepted by Purchaser   
in writing.                                                                     

(b) Performance. The Seller shall have performed and complied in                
all material respects with all of the agreements, covenants and obligations     
under this Agreement to be performed or complied with by each of them on or     
prior to the Closing Date.                                                      

(c) No Adverse Change. Except as expressly                                      
permitted or contemplated by this Agreement, no event or condition shall have   
occurred which has materially adversely affected or may materially adversely    
affect in any respect the condition (financial or otherwise) results of         
operations or business of the LE Division since the date hereof.                

(d) Certificates. The Seller shall have delivered to the Purchaser a certificate
dated the Closing Date, certifying that the conditions specified in Section     
6.1(a), (b) and (c) above have been fulfilled and as to such other matters as   
the Purchaser may reasonably request. The Secretary or Assistant Secretary of   
the Seller shall have delivered to the Purchaser a certificate, dated the       
Closing Date, certifying the names and signatures of the officers thereof       
authorized to sign this Agreement and the Exhibits hereto to which it is a      
party, the Certificate of Incorporation and Bylaws of the Seller, resolutions   
duly adopted by the Board of Directors of the Seller, which have not been       
rescinded or modified, authorizing the Agreement and the transactions           
contemplated hereby, and the good standing of the Seller as evidence by         
certificates of appropriate state authorities.                                  

(e) No Litigation. No                                                           
litigation, arbitration or other legal or administrative proceeding shall       
have been commenced or be pending by or before any court, arbitration panel     
or governmental authority or official, and no statute, rule or regulation of    
any foreign or domestic, national or local government or agency thereof shall   
have been enacted after the date of this Agreement, and no judicial or          
administrative decision shall have been rendered, which in each case enjoins    
or prohibits, or seeks to enjoin or prohibit, the consummation of all or any    
of the transactions contemplated by this Agreement.                             

(f) Consents. The Seller                                                        
shall have obtained all authorizations, consents, waivers and approvals and     
given all notices as may be required to consummate the transactions             
contemplated by this Agreement including, but not limited to, approval of the   
Seller's stockholders, delivery of the Information Statement to its             
stockholders, notices to creditors of the Seller in respect of bulk transfer    
laws, if applicable, or otherwise.                                              

(g) Opinion of Counsel. An opinion letter                                       
from counsel to the Seller addressed to AHI and the Purchaser, in form and      
substance satisfactory to the Purchaser shall have been delivered to AHI and    
the Purchaser at the Closing.                                                   

(h) License Agreement. The Trademark Corp. shall have entered into the          
License Agreement.                                                              

(i) Pledge Agreement. The                                                       
Seller shall have entered into the Pledge Agreement.                            

(j) Security Agreement. The Seller shall have caused Trademark Corp. to         
enter into the Security Agreement.                                              

(k) Non-Competition Agreements. The Seller shall have entered into              
on each of the Non-Competition Agreements in the forms attached hereto as       
Exhibits E and F, respectively (collectively, the "Non-Competition              
Agreement"). Each of Jon Goodrich, Chief Executive Officer of the Seller        
("Goodrich") and certain the employees of the Seller whose names are set        
forth in Schedule 6.1(k) hereto shall have entered into non-competition and     
confidentiality agreements in the form reasonably acceptable to AHI and         
Purchaser;.                                                                     

(l) Board Approval. The Board of Directors of AHI and the                       
Purchaser shall have approved this Agreement and the transactions               
contemplated hereby.                                                            

(m) Competent Authority. The Seller shall have                                  
transferred to the Purchaser "Competent Authority," to the extent allowed by,   
and in accordance with applicable law, to enable the Purchaser to ship the      
Purchased Assets to the locations designated by the Purchaser.                  

(n) Warrant. The Seller shall have issued to AHI an immediately exercisable     
three (3) year Warrant, in the form reasonable acceptable to AHI (the           
"Warrant"), to purchase 300,000 shares of Mace Common Stock                     
at an exercise price of $1.25 per share, having customary anti-dilution         
protection (the "Warrant Shares"). The principal terms of such Warrant shall    
include, but not be limited to, those terms set forth in this Section 6.1(n)    
and registration rights imposing an affirmative duty upon the Seller            
to use its best efforts to file with the Commission a registration              
statement on Form S-3 (or other appropriate form)                               
under the Securities Act covering the Warrant Shares, have such registration    
statement declared effective by the Commission as soon as practicable           
following the Closing Date, but in no event later than 180 days following the   
Closing Date and keep such registration statement effective for a period of     
three years after it has been declared effective. All costs relating to such    
registration statement, other than underwriting commissions, discounts and      
related costs and the fees and expenses of counsel for AHI and the Purchaser    
incurred in connection therewith, shall be borne by the Seller.                 

(o) Closing Date Receivables. The Seller shall have delivered to the            
Purchaser or AHI the list of Closing Date Receivables.                          

ss.6.2 Conditions Precedent to the Obligations of Seller                        

Each and every obligation of Seller to consummate the                           
transactions described in this Agreement and any and all liability of Seller    
to AHI and the Purchaser shall be subject to the fulfillment or waiver by       
Seller on or before the Closing Date of the following conditions precedent:     

(a) Representations and Warranties True. Each of the representations and        
warranties of AHI and the Purchaser contained herein or in any certificate or   
other document delivered pursuant to this Agreement or in connection with the   
transactions contemplated hereby shall be true and correct in all respects as   
of the Closing Date with the same force and effect as though made on and as     
of such date.                                                                   

(b) Performance. AHI and the Purchaser have performed and complied in all       
respects with all of the agreements, covenants and obligations required under   
this Agreement to be performed or complied with by them on or prior to the      
Closing Date.                                                                   

(c) Officers' Certificate. Purchaser shall have delivered to the Seller a       
certificate addressed to Seller executed by Purchaser's President or Chief      
Executive Officer, dated the Closing Date, certifying that the conditions       
specified in Sections 6.2(a) and (b) above have been fulfilled.                 

(d) Board Approval. The Board of Directors of the Purchaser and AHI shall       
have approved this Agreement and the transactions contemplated hereby.          

(e) Registered Shares. In the event the Purchaser elects to deliver AHI         
Shares in partial payment of the Purchase Price, the AHI Shares shall, except   
as otherwise provided in Section 2.1(d) herein, have been registered under      
the Securities Act, the Registration Statement with respect thereto shall       
have been declared effective, and no stop order with respect to the AHI         
Shares shall be in effect.                                                      

(f) Opinion of Counsel. In the event the Purchaser elects to deliver AHI        
Shares in partial payment of the Purchase Price, an opinion letter from         
counsel to the Purchaser and AHI with respect to the AHI Shares addressed to    
the Seller, in form and substance satisfactory to the Seller shall have been    
delivered to the Seller at the Closing.                                         

(g) Reaffirmed License Agreement. Purchaser or its appropriate affiliate        
shall have reaffirmed the License Agreement dated August 10, 1993 between       
Seller (formerly known as Mark Sport, Inc.) and Defense Technology Corp of      
America.                                                                        

(h) Fairness Opinion. Seller shall have received an opinion from an             
independent investment banking firm that the transactions contemplated hereby   
are fair, from a financial point of view, to the Shareholders of Seller;        
provided that this condition precedent shall be deemed automatically waived     
if such opinion is not received by Seller on or prior to April 14, 1998.        

ss.6.3 Best Efforts                                                             

Subject to the terms and conditions provided in this                            
Agreement, each of the parties shall use their respective best efforts in       
good faith to take or cause to be taken as promptly as practicable all          
reasonable actions that are within its power to cause to be fulfilled those     
of the conditions precedent to its obligations or the obligations of the        
other parties to consummate the transactions contemplated by this Agreement     
that are dependent upon its actions, including obtaining all necessary          
consents, authorizations, orders, approvals and waivers. In furtherance of      
the foregoing, the Seller shall cooperate fully with Purchaser and the          
Purchaser and AHI shall cooperate fully with the Seller, in accordance with     
the terms hereof.                                                               

ss.6.4 Termination                                                              

(a) This Agreement and the transactions                                         
contemplated hereby may be terminated (i) at any time by the mutual consent     
of the parties hereto; (ii) by the Seller or the Purchaser, if the Closing      
has not occurred on or prior to June 30, 1998 (such date of termination being   
referred to herein as the "Termination Date"), provided the failure of the      
Closing to occur by such date is not the result of the failure of the party     
seeking to terminate this Agreement to perform or fulfill any of its            
obligations hereunder; (iii) by the Purchaser at any time at or prior to        
Closing in its sole discretion if (1) any of the representations or             
warranties of the Seller in this Agreement are not in all respects true,        
accurate and complete or if the Seller breaches in any material respect any     
covenant contained in this Agreement, provided that such misrepresentation or   
breach is not cured within ten (10) days or thirty (30) days if such breach     
can be cured within such period of time after written notice thereof, but in    
any event prior to the Termination Date or (2) any of the conditions            
precedent to AHI's or the Purchaser's obligations to conduct the Closing have   
not been satisfied by the date required thereof; (iv) by the Seller at any      
time at or prior to Closing in its sole discretion if (1) any of the            
representations or warranties of AHI or the Purchaser in this Agreement are     
not in all respects true, accurate and complete or if AHI or the Purchaser      
breaches in any material respect any covenant contained in this Agreement,      
provided that such misrepresentation or breach is not cured within ten (10)     
days or thirty (30) days if such breach can be cured within such period of      
time after notice thereof, but in any event prior to the Termination Date or    
(2) any of the conditions precedent to the Seller's obligations to conduct      
the Closing have not been satisfied by the date required thereof. If this       
Agreement is terminated pursuant to this Section 6.4, written notice thereof    
shall promptly be given by the party electing such termination to the other     
party and, subject to the expiration of the cure periods provided in clauses    
(iii) and (iv) above, if any, this Agreement shall terminate without further    
actions by the parties and no party shall have any further obligations under    
this Agreement. Notwithstanding the preceding sentence, the respective          
obligations of the parties under Sections 7.3, 7.7, 8.9, 8.15 and 8.18 shall    
survive the termination of this Agreement. Notwithstanding anything to the      
contrary contained herein, if the termination of this Agreement is a result     
of the willful misrepresentation, willful inaccuracy or omission in a           
representation, willful breach of warranty, fraud or any willful failure to     
perform or comply with any covenant or agreement contained herein, the          
aggrieved party shall be entitled to recover from the non-performing party      
all out-of-pocket expenses which such aggrieved party has incurred and the      
termination of this Agreement shall not be deemed or construed as limiting or   
denying any other legal or equitable right or remedy of such party.             

ARTICLE VII                                                                     

Covenants                                                                       

ss.7.1 Seller's Interim Operation of the LE Division and the Purchased Assets   

During the period from the date of this Agreement to the                        
Closing Date, except with Purchaser's prior specific written consent or as      
expressly contemplated by this Agreement, the Seller shall operate the LE       
Division only in the ordinary and usual course and to preserve intact its       
business organization and good will in all respects. Additionally, during the   
period from the date of this Agreement to the Closing Date, the Seller shall    
not, with respect to the business or activities of the LE Division where        
applicable, do any of the following (unless otherwise expressly contemplated    
by this Agreement or permitted in writing by Purchaser):                        

(i) amend its Certificate of Incorporation or By-Laws;                          

(ii) issue, sell or authorize for                                               
issuance or sale, shares of any class of its securities (including, but not     
limited to, by way of stock split or dividend) or any subscriptions, options,   
(except as contemplated by Schedule 3.9) warrants, rights or convertible        
securities, or enter into any agreements or commitments of any character        
obligating it to issue or sell any such securities;                             

(iii) declare or pay any stock dividend or similar distribution with            
respect to its capital stock;                                                   

(iv) voluntarily sell, transfer, surrender, abandon or dispose of any of its    
assets or property rights (tangible or intangible), other than in the           
ordinary course of business;                                                    

(v) grant or make any mortgage or pledge or                                     
subject itself or any of its properties or assets to any lien, charge or        
encumbrance of any kind, except liens for taxes not currently due;              

(vi) create, incur or assume any liability or indebtedness in excess of         
$50,000.00, except for inventory purchases to fill open purchase orders in      
the ordinary course of business;                                                

(vii) accept any domestic order in excess of $7,500.00 or any                   
international order;                                                            

(viii) apply any of its assets to the                                           
direct or indirect payment, discharge, satisfaction or reduction of any         
amount payable directly or indirectly to or for the benefit of the Seller or    
any Affiliate of the Seller or any related party or to the prepayment of any    
such amounts, other than compensation benefits, and expenses payable in the     
ordinary course of business to the Seller;                                      

(ix) enter into any agreement                                                   
which would be a material agreement, or amend or terminate any existing         
material agreement, which is outside the ordinary course of business. With      
respect to the foregoing, the Seller shall provide Purchaser with a complete    
list of any such material agreement not entered into in the ordinary course     
of business between the date hereof and the Closing Date;                       

(x) alter the manner of keeping its books, accounts or records, or change       
in any manner the accounting practices therein reflected;                       

(xi) enter into any commitment or transaction other than in the ordinary        
course of business including, but not limited to, the making of any loan        
to any Person;                                                                  

(xii) do any act, or omit                                                       
to do any act, or permit to the extent within the Company's or the Seller's     
control, any act or omission to act which would cause a violation or breach     
of any of the representations, warranties or a material violation or breach     
of the covenants of the Seller set forth in this Agreement;                     

(xiii) take any action which has a material adverse effect on the               
condition (financial or otherwise), results of operations, or business          
of the Seller;                                                                  

(xiv) alter in any manner any of the Seller's existing working capital          
facilities;                                                                     

(xv) ship to any customer dated or obsolete inventory;                          

(xvi) produce, purchase or                                                      
manufacture any inventory, finished goods or work in process or purchase any    
fixed assets beyond what is necessary and needed to fill existing orders; or    

(xvii) agree, whether in writing or otherwise, to do any of the foregoing.      

ss.7.2 Access                                                                   

The Seller shall afford the Purchaser and its agents and representatives,       
access throughout the period prior to the Closing Date to the properties,       
books, records and contracts of the Seller with respect to the LE Division      
and the Purchased Assets, for the purpose of permitting Purchaser to fully      
investigate and perform a due diligence review of the Seller, its businesses,   
assets and properties, and financial condition, provided that such access       
shall be granted during normal business hours in such a manner as to not        
unreasonably interfere with the Seller's normal business operations. During     
such period the Seller shall furnish promptly to the Purchaser copies of (i)    
all correspondence relating to the LE Division received or sent by or on        
behalf of the Seller from or to any governmental authority and (ii) all other   
information and documents concerning the business, assets, liabilities and      
properties of or relating to the LE Division as the Purchaser may reasonably    
request.                                                                        

ss.7.3 Confidentiality (through Closing Date)                                   

Except as otherwise required in the performance of obligations under this       
Agreement and except as otherwise required by law, any non-public information   
received by a party or its advisors from the other party shall be kept          
confidential and shall not be used or disclosed for any purpose other than in   
furtherance of the transactions contemplated by this Agreement. The Purchaser   
shall not use (or permit to be used) any confidential information in any        
manner to compete against the Seller, whether with respect to corporate         
acquisitions, sales, financing, development, management, investment, or         
otherwise. The obligation of confidentiality shall not extend to information    
(a) which is or shall become generally available to the public other than as    
a result of an unauthorized disclosure by a party to this Agreement or a        
person to whom a party has provided such information, (b) which was available   
to a party to this Agreement on a nonconfidential basis prior to its            
disclosure by one party to the other pursuant to this Agreement or (c) which    
is disclosed by the Purchaser in any legal proceeding requiring any such        
disclosure. Upon termination of this Agreement, each party shall promptly       
return any confidential information received from the other party and, upon     
request, shall destroy any copies of such information in its possession. The    
covenants of the parties contained in this Section 7.3 shall survive any        
termination of this Agreement until the earlier of (i) three (3) years from     
the date hereof, or (ii) the date when such information becomes generally       
available to the public. Notwithstanding anything to the contrary contained     
herein, the foregoing shall in no way prevent or limit AHI or the Purchaser     
in conducting its existing and prospective businesses.                          

ss.7.4 Notification                                                             

Each party to this Agreement shall promptly notify the other party in writing   
of the occurrence, or pending or threatened occurrence, of any event that       
would constitute a breach or violation of this Agreement by any party or that   
would cause any representation or warranty made by the notifying party in       
this Agreement to be false or misleading in any respect (including without      
limitation, any event or circumstance which would have been required to be      
disclosed on any schedule to this Agreement had such event or circumstance      
occurred or existed on or prior to the date of this Agreement). Any such        
notification shall not limit or alter any of the representations, warranties    
or covenants of the parties set forth in this Agreement nor any rights or       
remedies a party may have with respect to a breach of any representation,       
warranty or covenant.                                                           

ss.7.5 Exclusivity                                                              

(a) The Seller agrees that unless                                               
this Agreement has been terminated in accordance with Section 6.4 hereof        
neither the Seller, its Board of Directors, Mark Capone, the Treasurer of the   
Seller, nor counsel for the Seller (collectively, "Agents") will, commencing    
on the date of this Agreement and continuing through the Termination Date       
(the "Exclusive Period"), directly or indirectly, (i) solicit, encourage or     
negotiate any proposal (whether solicited or unsolicited) for, or execute any   
agreement relating to, a sale of all or any part of the Seller or its assets    
or a sale of any equity or debt security of the Seller or any merger,           
consolidation, recapitalization or similar transaction involving the Seller     
with any other party (any of the foregoing is referred to as an "Acquisition    
Proposal"), or (ii) provide any information regarding the LE Division to any    
third party for the purpose of soliciting, encouraging or negotiating an        
Acquisition Proposal relating to or affecting the LE Division (it being         
understood that nothing contained in clauses (i) or (ii) above shall restrict   
the Seller or any of its Agents from providing information as required by       
legal process). The Seller agrees that neither it nor its Board of Directors    
will authorize any person other than Mark Capone, the Chief Financial Officer   
of the Seller, to enter into negotiations for or negotiate the sale of the      
Purchased Assets, or any portion thereof.                                       

(b) Notwithstanding any contained                                               
in Section 7.5(a) to the contrary, the Board of Directors of the Seller may     
review and act upon an unsolicited good faith proposal ("Unsolicited Offer")    
from any other person relating to any transaction of the type set forth in      
this Agreement, and may participate in any negotiations regarding, furnish to   
any other person any information with respect to, and facilitate and            
encourage, any effort or attempt by any other person to do or seek any of the   
foregoing, if the Board of Directors of the Seller determines, based as to      
legal matters on the written advice of counsel, that failing to review or act   
would constitute a breach of their fiduciary duty.                              

(c) In the event that the Purchaser does not consummate the transactions        
contemplated by this Agreement as a result of (i) the Seller's breach of        
Section 7.5(a) hereof, or (ii) the Seller having received an Unsolicited        
Offer and the Board of Directors of the Seller, in the exercise of their        
fiduciary duties, shall have recommended an alternate transaction or taken      
any alternative action, as permitted by Section 7.5(b) hereof, the Seller       
shall pay to the Purchaser a break up fee in the amount of $250,000, together   
with all costs and expenses incurred by the Purchaser (including attorneys      
and other professional fees and expenses) in connection with the transactions   
contemplated hereby.                                                            

ss.7.6 Intentionally omitted.                                                   

ss.7.7 General Confidentiality                                                  

The Seller acknowledges that the Intangible Property and all                    
other confidential or proprietary information with respect to the business      
and operations of the LE Division are valuable, special and unique assets of    
the Seller and are an integral part of the Purchased Assets. The Seller shall   
not, at any time after the Closing Date, disclose, directly or indirectly, to   
any Person, or use or purport to authorize any Person to use any confidential   
or proprietary information with respect to the LE Division, the Purchased       
Assets, AHI or the Purchaser without the prior written consent of the           
Purchaser or unless required by law, including without limitation,              
information as to the financial condition, results of operations, customers,    
suppliers, products, products under development, inventions, sources, leads     
or methods of obtaining new products or business, Intangible Property,          
pricing methods or formulas, cost of supplies, marketing strategies or any      
other information relating to the Purchased Assets, AHI or the Purchaser,       
which could reasonably be regarded as confidential. The Seller acknowledges     
that Purchaser would not enter into this Agreement without the assurance that   
all such confidential and proprietary information will be used for the          
exclusive benefit of AHI and the Purchaser.                                     

ss.7.8 Right of First Offer                                                     

The Seller agrees not to offer, sell or accept an unsolicited offer (an         
"Offer") for the sale (the "Sale") of all or any portion of its rights in and   
to the Licensed Mark or the Patent, including, but not limited to, any          
trademark, tradename, copyright, service mark or other intellectual property    
right relating thereto (the "MACE Rights") for a purchase price of less than    
$5,000,000 in cash without first giving AHI and the Purchaser written notice    
of the Offer (the "Offer Notice") containing the purchase price and, to the     
extent known, other material terms and conditions of such proposed Sale (the    
"Terms"). Upon delivery of the Offer Notice to AHI and the Purchaser, the       
MACE Rights shall be deemed to have been offered for sale to AHI and the        
Purchaser subject to the Terms. AHI and the Purchaser shall then have the       
right, exercisable by giving written notice thereof to the Seller within ten    
(10) business days following delivery of the Offer Notice to give notice to     
the Seller of AHI's and/or the Purchaser's intent to purchase the MACE          
Rights, and AHI and the Purchaser shall thereafter have a period of thirty      
(30) business days following delivery of their notice to Seller within such     
ten (10) day period, to negotiate with the Seller to purchase the MACE Rights   
proposed to be sold subject to the Terms. If AHI or the Purchaser shall         
exercise its right of first offer with respect to the MACE Rights proposed to   
be sold, such purchase shall be closed within such thirty (30) business day     
period as hereinabove described. Failure by AHI or the Purchaser to respond     
to an Offer Notice within the time periods set forth above shall be deemed an   
election by AHI and the Purchaser not to exercise its right of first offer      
herein contained, in which case the Sale may be consummated with a              
third-party purchaser provided such Sale is (i) of all of the MACE Rights       
proposed to be sold at a purchase price or equivalent economic terms equal to   
or greater than that set forth in the Offer Notice and (ii) consummated         
within sixty (60) days after the delivery of the Offer Notice. The term         
"Sale" as used in this Section 7.8 shall be deemed to include any sale of       
assets or stock, merger, consolidation, tender offer or other business          
combination involving the Seller which would include the "MACE" name or any     
rights therein. Notwithstanding the foregoing, the Seller shall provide ten     
(10) days prior written notice to AHI and the Purchaser of any sale of the      
MACE Rights regardless of the purchase price therefor.                          

ss.7.9 Collection of Closing Date Receivables                                   

The Purchaser shall use its best efforts to collect                             
the Closing Date Receivables on behalf of the Seller. Any Closing Date          
Receivables actually collected by the Purchaser shall be paid to the Seller     
by the Purchaser not later than the earlier to occur of (i) two business days   
following their receipt of an aggregate of $10,000.00 or more in such           
Receivables by the Purchaser, and (ii) the fifteenth (15th) day of the month    
with respect to Receivables received by the Purchaser during the prior month.   
The Purchaser shall have no obligation to resort to legal action or other       
third party collection methods with respect to the Closing Date Receivables.    
Any amounts received by the Purchaser from the account debtor of a receivable   
shall be applied as designated by the account debtor and, if not so             
designated, then to the oldest unpaid invoice, provided such invoice is not     
being disputed by the customer relating thereto, that is substantially          
similar in outstanding amount to the amount of the funds received, or if        
there not be any invoice with an outstanding amount substantially similar to    
the funds so received, as the parties may agree. To the extent that any         
receivable of the Seller remains outstanding upon expiration of the seventy     
five (75) day period subsequent to the due date of such receivable, the         
Purchaser shall notify the Seller by the 77th day following the Closing Date    
and the Seller shall have full rights to collect any such receivables and the   
Purchaser shall reasonably cooperate with the Seller in connection therewith.   
After the expiration of such seventy seven (77) day period, the Seller may      
implement any collection methods; provided, however, that the Seller shall      
not adversely affect any customer relationships of the Purchaser in             
connection with any uncollected receivable.                                     

ss.7.10 Continuing Obligations                                                  

The restrictions set forth in Sections 7.6 and 7.7 are considered by the        
parties to be reasonable for the purposes of protecting the value of the        
business and good will purchased by Purchaser. AHI, the Purchaser and the       
Seller acknowledge that AHI and the Purchaser would be irreparably harmed and   
that monetary damages would not provide an adequate remedy to AHI and the       
Purchaser in the event the covenants contained in Sections 7.6 and 7.7 were     
not complied with in accordance with their terms. Accordingly, the Seller       
agrees that any breach or threatened breach by any of them of any provision     
of Sections 7.6 or 7.7 shall entitle AHI and the Purchaser to injunctive and    
other equitable relief to secure the enforcement of these provisions, in        
addition to any other remedies (including damages) which may be available to    
AHI and the Purchaser. If the Seller breaches the covenant set forth in         
Section 7.6, the running of the five (5) year non-compete period described      
therein shall be tolled for so long as such breach continues. It is the         
desire and intent of the parties that the provisions of Sections 7.6 and 7.7    
be enforced to the fullest extent permissible under the laws and public         
policies of each jurisdiction in which enforcement is sought. If any            
provisions of Sections 7.6 and 7.7 relating to the time period, scope of        
activities or geographic area of restrictions is declared by a court of         
competent jurisdiction to exceed the maximum permissible time period, scope     
of activities or geographic area, as the case may be, the time period, scope    
of activities or geographic area shall be reduced to the maximum which such     
court deems enforceable. If any provisions of Section 7.6 or 7.7 other than     
those described in the preceding sentence are adjudicated to be invalid or      
unenforceable, the invalid or unenforceable provisions shall be deemed          
amended (with respect only to the jurisdiction in which such adjudication is    
made) in such manner as to render them enforceable and to effectuate as         
nearly as possible the original intentions and agreement of the parties. In     
addition, if any party brings an action to enforce Sections 7.3, 7.6 or 7.7     
hereof or to obtain damages for a breach thereof, the prevailing party in       
such action shall be entitled to recover from the non-prevailing party all      
attorney's fees and expenses incurred by the prevailing party in such action.   

ARTICLE VIII                                                                    

Miscellaneous                                                                   

ss.8.1 Notices                                                                  

Any notice, demand, claim or other                                              
communication under this Agreement shall be in writing and shall be deemed to   
have been given upon the delivery, mailing or transmission thereof, as the      
case may be, if delivered personally or sent by certified mail, return          
receipt requested, postage prepaid, or sent by facsimile or prepaid overnight   
courier to the parties at the addresses set forth herein (or at such other      
addresses as shall be specified by the parties by like notice). A copy of any   
notices delivered to AHI or the Purchaser shall also be sent to Kane Kessler,   
P.C., 1350 Avenue of the Americas, New York, New York 10019, Attention:         
Robert L. Lawrence, Esq., Fax No. (212) 245-3009. A copy of any notices         
delivered to the Seller shall also be sent to Herzog Engstron & Koplovitz, 99   
Pine Street, Albany, New York 12217, Attention: Germaine Curtain, Esq.          

ss.8.2 Entire Agreement                                                         

This Agreement contains every obligation and understanding                      
between the parties relating to the subject matter hereof and merges all        
prior discussions, negotiations and agreements, if any, between them, and       
none of the parties shall be bound by any conditions, definitions,              
understandings, warranties or representations made prior to the date hereof     
other than as expressly provided or referred to herein.                         

ss.8.3 Binding Effect                                                           

This Agreement shall be binding upon and inure to the benefit of the parties    
hereto and their respective successors, heirs, personal representatives,        
legal representatives, and permitted assigns. AHI agrees that it shall be       
financially responsible to the Seller for all obligations of the Purchaser      
under this Agreement.                                                           

ss.8.4 Knowledge of the Parties                                                 

Except as otherwise                                                             
specifically set forth in Section 2.4 and 5.2 hereof, where any                 
representation or warranty contained in this Agreement is expressly qualified   
by reference to the best knowledge or to the knowledge of any of the parties    
hereto, each of the parties hereto acknowledges and confirms that the persons   
responsible for negotiating this Agreement and the transactions contemplated    
hereby and management selected to complete or review schedules, and/or          
perform due diligence with respect thereto, including but not limited to, Ken   
Blakey has made due and diligent inquiry as to the matters that are the         
subject of such representations and warranties.                                 

ss.8.5 Assignment                                                               

This Agreement may not be assigned by any party without the written consent of  
The other party, provided, that Purchaser may assign this Agreement to a        
corporation of which the Purchaser maintains majority control.                  

ss.8.6 Waiver and Amendment                                                     

Any representation, warranty, covenant, term or condition of                    
this Agreement which may legally be waived, may be waived, or the time of       
performance thereof extended, at any time by the party hereto entitled to the   
benefit thereof, and any term, condition or covenant hereof (including,         
without limitation, the period during which any condition is to be satisfied    
or any obligation performed) may be amended by the parties thereto at any       
time. Any such waiver, extension or amendment shall be evidenced by an          
instrument in writing executed on behalf of the appropriate party by its        
President or any Vice President or other person, who has been authorized by     
its Board of Directors to execute waivers, extensions or amendments on its      
behalf. No waiver by any party hereto, whether express or implied, of its       
rights under any provision of this Agreement shall constitute a waiver of       
such party's rights under such provisions at any other time or a waiver of      
such party's rights under any other provision of this Agreement. No failure     
by any party thereof to take any action against any breach of this Agreement    
or default by another party shall constitute a waiver of the former party's     
right to enforce any provision of this Agreement or to take action against      
such breach or default or any subsequent breach or default by such other        
party.                                                                          

ss.8.7 No Third Party Beneficiary                                               

Except for the provisions of Section                                            
8.5, nothing expressed or implied in this Agreement is intended, or shall be    
construed, to confer upon or give any Person other than the parties hereto      
and their respective heirs, personal representatives, legal representatives,    
successors and permitted assigns, any rights or remedies under or by reason     
of this Agreement.                                                              

ss.8.8 Severability                                                             

In the event that any one or more of                                            
the provisions contained in this Agreement shall be declared invalid, void or   
unenforceable, the remainder of the provisions of this Agreement shall remain   
in full force and effect, and such invalid, void or unenforceable provision     
shall be interpreted as closely as possible to the manner in which it was       
written.                                                                        

ss.8.9 Expenses                                                                 

Each party agrees to pay, without right of                                      
reimbursement from the other party, the costs incurred by it incident to the    
performance of its obligations under this Agreement and the consummation of     
the transactions contemplated hereby, including, without limitation, costs      
incident to the preparation of this Agreement, and the fees and disbursements   
of counsel, accountants and consultants employed by such party in connection    
herewith.                                                                       

ss.8.10 Headings                                                                

The section and other headings contained in this                                
Agreement are for reference purposes only and shall not affect the meaning or   
interpretation of any provisions of this Agreement.                             

ss.8.11 Counterparts                                                            

This Agreement may be executed in any number of counterparts, each of which     
Shall be deemed an original but all of which together shall constitute          
one and the same instrument.                                                    

ss.8.12 Time of the Essence                                                     

Wherever time is specified for                                                  
the doing or performance of any act or the payment of any funds, time shall     
be considered of the essence.                                                   

ss.8.13 Injunctive Relief                                                       

It is possible that                                                             
remedies at law may be inadequate and, therefore, the parties hereto shall be   
entitled to equitable relief including, without limitation, injunctive          
relief, specific performance or other equitable remedies in addition to all     
other remedies provided hereunder or available to the parties hereto at law     
or in equity.                                                                   

ss.8.14 Remedies Cumulative                                                     

No remedy made available by any of                                              
the provisions of this Agreement is intended to be exclusive of any other       
remedy, and each and every remedy shall be cumulative and shall be in           
addition to every other remedy given hereunder or now or hereafter existing     
at law or in equity.                                                            

ss.8.15 Governing Law                                                           

This Agreement has been entered into and shall be construed and enforced in     
accordance with the laws of the State of New York without reference to the      
choice of law principles thereof. In any litigation in connection with or       
arising out or related to this Agreement, any of the documents referred to      
herein or transactions contemplated hereby, the Seller irrevocably consents     
to and confer personal jurisdiction on the courts of the State of New York or   
the United States located within the City of New York and expressly waive any   
objections as to venue in any such courts.                                      

ss.8.16 Participation of Parties                                                

The parties hereto acknowledge that this Agreement and all matters              
contemplated herein, have been negotiated among all parties hereto and their    
respective legal counsel and that all such parties have participated in the     
drafting and preparation of this Agreement from the commencement of             
negotiations at all times through the execution hereof.                         

ss.8.17 Further Assurances                                                      

The parties hereto shall deliver any and all other instruments or               
documents required to be delivered pursuant to, or take such other action       
required to be taken, or necessary or proper in order to give effect to, all    
of the terms and provisions of this Agreement including, without limitation,    
all necessary instruments of assignment and transfer and such other documents   
as may be necessary or desirable to transfer ownership of the Purchased         
Assets.                                                                         

ss.8.18 Publicity                                                               

The first public announcement by each of the                                    
parties hereto regarding this Agreement or the transactions contemplated        
hereby or thereby shall only be made with the prior consent, which shall not    
be unreasonably withheld, of the other party as to form, content, timing and    
manner of distribution. No other public announcement or other publicity         
regarding this Agreement or the transactions contemplated hereby or thereby     
shall be made without consulting with and the giving of notice to the other     
party as to form, content, timing and manner of distribution. Notwithstanding   
the foregoing, nothing in this Agreement shall preclude AHI or the Seller       
from making any public announcement or filing required by federal or state      
securities laws or stock exchange rules provided, that, the other party is      
afforded the opportunity to review and comment upon such announcement.          

ss.8.19 Arbitration                                                             

Any dispute, controversy or claim to be settled by arbitration                  
pursuant to Section 2.4 and 5.15 hereof shall be settled by arbitration in      
New York, New York, in accordance with the commercial rules of the American     
Arbitration Association, by an arbitration panel consisting of three members,   
and judgment upon any such arbitration award rendered by the arbitrators may    
be entered in any court of competent jurisdiction. Such arbitrators shall       
have knowledge and expertise in the subject matter of the arbitration           
proceeding. Each of the parties and the arbitrators shall use its best          
efforts to keep confidential the existence of any dispute and arbitration       
proceedings and all information relating thereto or submitted in connection     
therewith and, in the event of judicial proceedings for the enforcement of      
this paragraph or any award pursuant thereto, shall cooperate to seal the       
record of any such arbitration or judicial proceeding. Each party to any        
arbitration shall bear its own expenses in relation thereto, including but      
not limited to such party's attorneys' fees, if any; provided however that      
the expenses and fees of the arbitration not capable of being attributed to     
any one party shall be borne half by the Seller and half by the Purchaser.      

IN WITNESS WHEREOF, the parties hereto have each executed and delivered this    
Agreement as of the day and year first above written.                           

ARMOR HOLDINGS, INC.                                                            

By: /s/ Robert Schiller                                                         
Name: Robert Schiller                                                           
Title: Vice President                                                           
Corporate Development                                                           

FEDERAL LABORATORIES, INC.                                                      

By: /s/ Robert Schiller                                                         
Name: Robert Schiller                                                           
Title: Vice President                                                           

MACE SECURITY INTERNATIONAL, INC.                                               

By: /s/ Mark A. Capone                                                          
Name: Mark A. Capone                                                            
Title: Treasurer and CFO                                                        

(This page is intentionally left blank.)                                        

CONSENT CARD                                                                    

THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MACE           
SECURITY INTERNATIONAL, INC. (the "COMPANY")                                    

IF YOU DO NOT CONSENT TO THE PROPOSAL, YOU DO NOT NEED TO TAKE ANY ACTION.      

IF YOU DO CONSENT TO THE                                                        
PROPOSAL, PLEASE SIGN AND DATE THIS CARD AND RETURN IT TO THE COMPANY IN THE    
ENCLOSED POSTAGE PAID ENVELOPE AT YOUR EARLIEST CONVENIENCE.                    

The undersigned                                                                 
hereby consents, in accordance with the Delaware General Corporations Law, to   
the sale proposed by the Company's Board of Directors by the Company of         
substantially all of the assets of the Company's Law Enforcement division,      
and a 99 year license to use the Mace brand and related trademarks and a        
patent for use in the law enforcement market only, as described in the          
Company's Consent Solicitation Statement dated June _, 1998.                    

[ ] Approve [ ] Disapprove [ ] Abstain                                          

Number of shares owned ___________________                                      

Dated:                                                                          

(I.S.) _________________________________                                        
Print Name of record owner:                                                     

(I.S.) _________________________________                                        
Print Name of joint record owner:                                               

Please sign on the above                                                        
signature line(s) exactly as the                                                
record holder(s) name(s) appear on the stock certificate.                       
If shares have been issued in more than one                                     
name, all recordholders should sign.                                            

The shares represented by this Consent will be voted in accordance with the     
instructions indicated above.                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFM14A’ Filing		Date		First		Last			Other Filings
		7/13/98		2
		6/30/98		2					10QSB,  NT 10-Q
		6/15/98		2
Filed on:		6/11/98		1		2
		6/9/98		2					10KSB/A
		6/5/98		2					10QSB/A
		6/1/98		2
		5/15/98		2					NT 10-Q
		4/22/98		2
		4/14/98		2
		4/8/98		2
		4/2/98		2
		4/1/98		2
		3/31/98		2					10QSB,  10QSB/A,  NT 10-K,  NT 10-Q
		3/17/98		2
		3/6/98		2
		2/27/98		2					3
		12/31/97		2					10KSB,  10KSB/A,  4,  NT 10-K
		12/30/97		2
		9/26/97		2					8-K,  DEF 14A
		8/7/97		2
		6/10/97		2
		5/10/97		2
		3/14/97		2
		1/10/97		2
		1/9/97		2					8-K,  8-K/A
		12/31/96		2					10KSB,  DEF 14A,  NT 10-K
		12/31/95		2
		8/10/93		2
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