EXHIBIT 10.2


                              KEY BANK OF WYOMING
                               1800 Carey Avenue
                                 P.O. Box 924
                           Cheyenne, Wyoming  82003

                                                              September 30, 1996

Union Bank of Switzerland, New York Branch
1345 Avenue of the Americas
50th Floor
New York, New York  10105

                Re:      Shares of Armor Holdings, Inc., f/k/a
                         American Body Armor & Equipment, Inc.

Dear Sirs:

          Reference is hereby made to that certain Letter Agreement (the
"Agreement"), dated August 16, 1996, among Armor Holdings, Inc., f/k/a American
Body Armor & Equipment, Inc. ("AHI"); Key Bank of Wyoming ("Key Bank"); Defense
Technology Corporation of America ("DTC"); Robert Oliver; and Sandra Oliver, a
copy of which is attached hereto as Exhibit A.

           In accordance with the provisions of the Agreement, Key Bank hereby
irrevocably delivers to Union Bank of Switzerland, New York Branch ("UBS") the
stock certificate of AHI issued in the name of Key Bank representing 358,714
shares of common stock of AHI (the "Shares"). UBS is hereby authorized to hold
the Shares in its possession in a designated account ("Account") and to effect
any sales of such Shares from time to time as directed by AHI.

            The first $662,500 of the Net Sales Proceeds (as defined in the
Agreement) realized from any such sales of the Shares shall be delivered to AHI.
Thereafter, subject to the provisions of the Agreement, all Net Sales Proceeds
shall be delivered to Key Bank until the sum of (i) the Net Sales Proceeds, (ii)
advances from the Deposit Account (as defined in the Agreement) and (iii) any
prepayments by AHI that are received by Key Bank, equals the sum of (y)
$1,987,500 (the "Aggregate Amount") plus (z) the Interest Equivalent Amount (as
defined in the Agreement). At the end of each day in which there is activity in
the Account, UBS will complete an accounting of the days activities and notify
each of Key Bank and AHI of such activities and the resulting balances thereof.
In the event Key Bank exercises its right of set-off against the Deposit Account
pursuant to the terms of the Agreement, then Key Bank and AHI shall jointly
notify UBS in writing of the date and amount of such set-off. In the event of a
prepayment by AHI to Key Bank prior to the Maturity Date (as defined in the


Union Bank of Switzerland
New York Branch
September 30, 1996
Page 2

Agreement), AHI and Key Bank shall jointly notify UBS in writing of the date and
amount of such prepayment. Upon receipt by Key Bank from whatever source of the
Aggregate Amount plus the Interest Equivalent Amount, Key Bank and AHI shall
jointly notify UBS in writing of Key Bank's receipt thereof. Such notice shall
not be unreasonably withheld or delayed by Key Bank or AHI. On the first
business day following receipt by UBS of such notice, UBS shall promptly deliver
to AHI any assets remaining in the Account, including but not limited to any
Shares and/or excess Net Sales Proceeds not to exceed $20,000. AHI further
agrees that it shall use its reasonable best efforts to coordinate the sale of
Shares with the Aggregate Amount then outstanding plus the Interest Equivalent
Amount accrued from time to time so as to provide reasonable assurance the
amount of excess Net Sales Proceeds remaining in escrow hereunder upon payment
in full to Key Bank of the Aggregate Amount plus the Interest Equivalent Amount
shall not exceed such $20,000 limitation.

          AHI shall effect any such sales of the Shares only after the
registration statement relating to the Shares has been declared effective by the
Securities and Exchange Commission. AHI shall advise UBS and Key Bank of the
effectiveness of such registration statement.

          UBS hereby agrees that it will use reasonable care in the custody and
safekeeping of the Shares. UBS will not be responsible for any loss in value of
the Shares.

           Key Bank hereby agrees that the terms of this letter agreement are
irrevocable, and that AHI shall at all times have the right to direct the sales
of the Shares as herein provided; provided, however, that upon the occurrence of
any of the events described in Section 13 of the Agreement, or as otherwise
prescribed by the Agreement, the provisions of this letter agreement shall
terminate, and the Shares shall be delivered to Key Bank. Key Bank shall notify
UBS of any such event. This letter agreement shall also terminate upon the sale
of all of the Shares and the disposition of the proceeds therefrom.


Union Bank of Switzerland
New York Branch
September 30, 1996
Page 3

          If UBS is in agreement with the foregoing, please so indicate by
signing this letter agreement in the space indicated below and returning a
fully-executed copy to us.

                                       Very truly yours,

                                       KEY BANK OF WYOMING

                                       By: /s/ Cathy Ford
                                           Cathy Ford
                                           Assistant Vice President

ABOVE AGREED TO AND ACCEPTED:

UNION BANK OF SWITZERLAND,
  NEW YORK BRANCH

By: /s/ Lawrence E. Gore
    Lawrence E. Gore
    Managing Director