EXHIBIT 10.6


                                August 23, 1996

Armor Holdings, Inc.
191 Nassau Place Road
Yulee, Florida  32097

Gentlemen:

                  The undersigned, Defense Technology Corporation of America,
Inc. ("DTCOA"), is desirous of facilitating the proposed purchase by Armor
Holdings, Inc., a Delaware corporation (the "Company") of certain assets of
DTCOA.

                  In order to facilitate the aforesaid transaction, DTCOA
hereby agrees that it will not, directly or indirectly, without the prior
written consent of the Company, offer to sell, grant any option for the sale
of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of
any shares of common stock, par value $.01 per share, of the Company (the
"Common Stock") to be acquired by DTCOA in connection with the aforesaid
transaction or securities convertible into, exercisable or exchangeable for or
evidencing any right to purchase or subscribe for any shares of Common Stock
("Purchased Common Stock") (either pursuant to Rule 144 of the Securities Act
of 1933, as amended, or otherwise) or dispose of any beneficial interest
therein, except in accordance with the following provisions: (i) fifty (50%)
percent of the Purchased Common Stock may be sold free of this Agreement
commencing on or after March 15, 1998; and (ii) the balance of the Purchased
Common Stock may be sold free of this Agreement commencing June 30, 1999;
subject, however, to the rights granted to the parties under the Asset Purchase
Agreement, dated the date hereof, between the Company, DTCOA, and the other
parties thereto.


2--Armor Holdings, Inc.  August 23, 1996.

                  In furtherance of the foregoing, DTCOA hereby delivers to
you, or to such person as you may direct, in pledge all certificates
representing shares of Common Stock, options and other securities of the
Company, that are owned by DTCOA, to be held by you or such other person as you
may have directed, during the periods herein provided.

                                      Very truly yours,

                                      Defense Technology Corporation
                                      of America

                                      By: /s/ Robert L. Oliver
                                          Robert L. Oliver
                                          CEO