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

[X] Filed by registrant

[ ] Filed by a party other than the registrant

Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

ARMOR HOLDINGS, INC.
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(Name of Registrant as Specified in its Charter)

---------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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[X] No fee required.
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ARMOR HOLDINGS, INC.

1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FLORIDA 32250

April 30, 2001

To Our Stockholders:

On behalf of your Company's Board of Directors, I cordially invite you
to attend the Annual Meeting of Stockholders to be held on June 19, 2001, at
10:00 A.M., New York City time, at The Metropolitan Club, One East 60th Street,
New York, New York 10022.

The accompanying Notice of Meeting and Proxy Statement cover the
details of the matters to be presented.

A copy of the 2000 Annual Report has been provided to you in a previous
mailing.

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, I URGE
THAT YOU PARTICIPATE BY COMPLETING AND RETURNING YOUR PROXY AS SOON AS POSSIBLE.
YOUR VOTE IS IMPORTANT AND WILL BE GREATLY APPRECIATED. YOU MAY REVOKE YOUR
PROXY AND VOTE IN PERSON IF YOU DECIDE TO ATTEND THE ANNUAL MEETING.

Cordially,

ARMOR HOLDINGS, INC.

Jonathan M. Spiller
President and
Chief Executive Officer

ARMOR HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2001

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of the
Stockholders, and any adjournments or postponements thereof (the "Meeting"), of
Armor Holdings, Inc. (the "Company"), which will be held on June 19, 2001 at
10:00 A.M., New York City time, at The Metropolitan Club, One East 60th Street,
New York, New York 10022, for the following purposes:

1. To elect seven members to serve on the Board of Directors
until the next annual meeting of stockholders and until their
successors are duly elected and qualified (Proposal 1);

2. To ratify the appointment of PricewaterhouseCoopers LLP as
the Company's independent auditors for the fiscal year ending December
31, 2001 (Proposal 2); and

3. To transact such other business as may properly be brought
before the Meeting

Stockholders of record at the close of business on April 26, 2001 shall
be entitled to notice of and to vote at the Meeting. A copy of the Annual Report
of the Company for the fiscal year ended December 31, 2000 has been provided to
you in a previous mailing.

YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF
YOU DECIDE TO ATTEND THE MEETING.

By order of the Board of Directors

Robert R. Schiller
Secretary

April 30, 2001

ARMOR HOLDINGS, INC.
1400 MARSH LANDING PARKWAY
SUITE 112
JACKSONVILLE, FLORIDA 32250
--------------------

PROXY STATEMENT
--------------------

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

JUNE 19, 2001

INTRODUCTION

PROXY SOLICITATION AND GENERAL INFORMATION

This Proxy Statement and the enclosed form of proxy (the "Proxy Card")
are being furnished to the holders of common stock, par value $.01 per share
(the "Common Stock"), of Armor Holdings, Inc., a Delaware corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors (the "Board" or "Board of Directors") of the Company for use at the
Annual Meeting of Stockholders to be held on Tuesday June 19, 2001 at The
Metropolitan Club, One East 60th Street, New York, New York 10022, at 10:00
A.M., New York City time, and at any adjournment or postponement thereof (the
"Meeting"). This Proxy Statement and the Proxy Card are first being sent to
stockholders on or about May 1, 2001.

At the Meeting, holders of Common Stock (the "Stockholders") will be
asked:

1. To elect seven members to serve on the Board of Directors until the
next annual meeting of stockholders and until their successors are duly elected
and qualified (Proposal 1);

2. To ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending December 31, 2001
(Proposal 2); and

3. To transact such other business as may properly be brought before
the Meeting.

The Board of Directors has fixed the close of business on April 26,
2001 as the record date for the determination of Stockholders entitled to notice
of and to vote at the Meeting. Each such Stockholder will be entitled to one
vote for each share of Common Stock held on all matters to come before the
Meeting and may vote in person or by proxy authorized in writing.

Stockholders are requested to complete, sign, date and promptly return
the Proxy Card in

the enclosed envelope. Common Stock represented by properly executed proxies
received by the Company and not revoked will be voted at the Meeting in
accordance with instructions contained therein. If the Proxy Card is signed and
returned without instructions, the shares will be voted FOR the election of
each nominee for director named herein (Proposal 1) and FOR the ratification of
the appointment of PricewaterhouseCoopers LLP as the Company's independent
auditors (Proposal 2). A Stockholder who so desires may revoke his proxy at any
time before it is voted at the Meeting by: (i) delivering written notice to the
Company (attention: Corporate Secretary); (ii) duly executing and delivering a
proxy bearing a later date; or (iii) casting a ballot at the Meeting.
Attendance at the Meeting will not in and of itself constitute a revocation of
a proxy.

The Board of Directors knows of no other matters that are to be brought
before the Meeting other than as set forth in the Notice of Meeting. If any
other matters properly come before the Meeting, the persons named in the
enclosed form of proxy or their substitutes will vote in accordance with their
best judgment on such matters.

RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE

Only Stockholders as of the close of business on April 26, 2001 (the
"Record Date") are entitled to notice of and to vote at the Meeting. As of the
Record Date, there were 23,035,636 shares of Common Stock outstanding and
entitled to vote, with each share entitled to one vote. See "Security Ownership
of Certain Beneficial Owners and Management."

REQUIRED VOTES

The affirmative vote of a plurality of the votes cast in person or by
proxy is necessary for the election of directors (Proposal 1). The affirmative
vote of a majority of the votes cast in person or by proxy is necessary for the
approval and the ratification of the appointment of independent auditors
(Proposal 2).

Votes at the Meeting will be tabulated by an independent inspector of
election appointed by the Company or the Company's transfer agent. Since the
affirmative vote of a plurality of votes cast is required for the election of
directors (Proposal 1), abstentions and "broker non-votes" will have no effect
on the outcome of such election. Since the affirmative vote of a majority of
the votes cast is necessary for the approval of the ratification and approval
of the appointment of independent auditors (Proposal 2), an abstention will
have the same effect as a negative vote, but "broker non-votes" will have no
effect on the outcome of the vote.

Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from beneficial owners. If
specific instructions are not received, brokers may be precluded from
exercising their discretion, depending on the type of proposal involved. Shares
as to which brokers have not exercised discretionary authority or received
instructions from beneficial owners are considered "broker non-votes," and will
be counted for purposes of determining whether there is a quorum.

PROXY SOLICITATION

The Company will bear the costs of the solicitation of proxies for the
Meeting. Directors, officers and employees of the Company may solicit proxies
from Stockholders by mail, telephone, telegram, personal interview or
otherwise. Such directors, officers and employees will not receive additional
compensation but may be reimbursed for out-of-pocket expenses in connection
with such solicitation. Brokers, nominees, fiduciaries and other custodians
have been requested to forward soliciting material to the beneficial owners of
Common Stock held of record by them and such custodians will be reimbursed for
their reasonable expenses.

IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE
STOCKHOLDERS' INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU
INTEND TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ENCLOSED PROXY TO ENSURE THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE
PRESENT AT THE MEETING AND DESIRE TO DO SO, YOU MAY WITHDRAW YOUR PROXY AND
VOTE IN PERSON BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY. PLEASE
RETURN YOUR EXECUTED PROXY PROMPTLY.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 27, 2001 certain information
regarding the beneficial ownership of the common stock outstanding by (i) each
person who is known to the Company to own 5% or more of the common stock, (ii)
each director of the Company, (iii) certain executive offers of the Company and
(iv) all executive officers and directors of the Company as a group. Unless
otherwise indicated, each of the stockholders shown in the table below has sole
voting and investment power with respect to the shares beneficially owned.
Unless otherwise indicated, the address of each person named in the table below
is c/o Armor Holdings, Inc., 1400 Marsh Landing Parkway, Suite 112,
Jacksonville, Florida 32250.

Amount and Nature of Beneficial
Ownership (1)
----------------------------------
Name Number Percentage
- ----- ----------- ------------

Warren B. Kanders and Kanders Florida Holdings, Inc. (2) 3,165,355 13.6%
Nevis Capital Management, Inc. (3) 2,394,300 10.4%
Lord Abbett & Co. (4) 2,067,116 8.9%
T. Price Rowe Associates, Inc. (5) 1,967,800 8.5%
Capital Group International, Inc. and Capital Guardian Trust Company (6) 1,302,700 5.6%
Thomas F. Frist III (7) 1,236,640 5.4%
Jonathan M. Spiller (8) 927,031 3.9%
Burtt R. Ehrlich (9) 259,100 1.1%
Nicholas Sokolow (10) 225,000 1.0%
Thomas W. Strauss (11) 145,000 *
Robert R. Schiller (12) 143,652 *
Alair A. Townsend (13) 90,516 *
Stephen B. Salzman (14) 62,284 *
Stephen J. Loffler (15) 105,896 *

Amount and Nature of Beneficial
Ownership (1)
----------------------------------
Name Number Percentage
- ----- ----------- ------------

Stephen E. Croskrey (16) 60,318 *
All executive officers and directors as a group (10 persons)(17) 5,142,879 21.1%

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

* Less than 1%

(1) As used in this table, a beneficial owner of a security includes any
person who, directly or indirectly, through contract, arrangement,
understanding, relationship or otherwise has or shares (a) the power to
vote, or direct the voting of, such security or (b) investment power
which includes the power to dispose, or to direct the disposition of,
such security. In addition, a person is deemed to be the beneficial
owner of a security if that person has the right to acquire beneficial
ownership of such security within 60 days.

(2) Of such shares, Kanders Florida Holdings, Inc., of which Mr. Kanders is
the sole stockholder and sole director, owns 2,965,355 shares. Includes
options held by Mr. Kanders to purchase 200,000 shares of common stock.

(3) Jon C. Baker and David R. Wilmerding, III each control 50% of Nevis
Capital management. Jon C. Baker is the beneficial owner of an
additional 49,800 shares of common stock. The address of Nevis Capital
Management, Inc. is 1119 St. Paul, Baltimore, Maryland 21202.

(4) The address of Lord, Abbett & Co. is 90 Hudson Street, Jersey City,
New Jersey 07302.

(5) The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street,
Baltimore, Maryland 21202.

(6) The address of Capital Group International, Inc. and Capital Guardian
Trust Company is 11100 Santa Monica Blvd., Los Angeles, California
90025.

(7) The address of Thomas F. Frist III is 767 Fifth Avenue, 50th Floor,
New York, New York 10153.

(8) Includes options to purchase 559,429 shares of common stock and 14,741
shares granted as a restricted stock bonus on April 27, 2001. Also
includes 43,541 shares owned by Mr. Spiller's children, of which Mr.
Spiller disclaims beneficial ownership.

(9) Includes options to purchase 95,000 shares of common stock. Also
includes 13,400 shares owned by Mr. Ehrlich's children and 25,600 in
trust for the benefit of his children, of which Mr. Ehrlich's spouse
is trustee, of which he disclaims beneficial ownership. Also includes
400 shares owned by Mr. Ehrlich's spouse's individual retirement
account of which Mr. Ehrlich disclaims beneficial ownership. Also
includes 11,700 shares owned by Mr. Ehrlich's individual retirement
account.

(10) Includes options to purchase 95,000 shares of common stock. Also
includes 100,000 shares owned by S.T. Investors Fund, LLC, a limited
liability company of which Mr. Sokolow is a member, and 20,000 shares
owned by Mr. Sokolow's children, of which he disclaims beneficial
ownership. Also includes 10,000 shares owned by Mr. Sokolow's profit
sharing plan.

(11) Includes options to purchase 95,000 shares of common stock.

(12) Includes options to purchase 133,334 shares of common stock and 10,318
shares granted as a restricted stock bonus on April 27, 2001.

(13) Includes options to purchase 85,000 shares of common stock.

(14) Includes options to purchase 20,000 shares of common stock.

(15) Includes options to purchase 100,000 shares of common stock and 5,896
shares granted as a restricted stock bonus on April 27, 2001.

(16) Includes options to purchase 50,000 shares of common stock and 10,318
shares granted as a restricted stock bonus on April 27, 2001.

(17) See footnotes (2) and (8-16)

The Company is not aware of any material proceedings to which any
director, executive officer or affiliate of the Company or any security holder,
including any owner of record or beneficially of more than 5% of any class of
the Company's voting securities, is a party adverse to the Company or has a
material interest adverse to the Company.

The Company is not aware of any material pending legal proceedings,
other than ordinary routine litigation incidental to the business of the
Company, to which the Company or any of its subsidiaries is a party or of which
any of their property is the subject other than the following.

On January 16, 1998, our ArmorGroup Services division ceased operations
in the country of Angola. The cessation of operations in Angola was dictated by
that government's decision to deport all of our expatriate management and
supervisors. As a result of the cessation of operations in Angola, our Armor
Group Services division is involved in various disputes with SHRM S.A.("SHRM"),
its minority joint venture partner relating to the Angolan business. On March 6,
1998, SIA (a subsidiary of SHRM) filed a complaint against Defense Systems
France, SA ("DSF") before the Commercial Court of Nanterre (Tribunal de Commerce
de Nanterre) seeking to be paid an amount of $577,286 corresponding to an
alleged debt of DSIA to SIA. On, June 27, 2000, the judge of the Paris
Commercial Court ruled SHRM did not provide evidence required to establish its
standing and the proceedings brought by SHRM were cancelled. On October 3, 2000,
a winding up petition was served by DSF against DSIA. On October 31, 2000, SHRM
filed a counterclaim seeking to have this winding up petition dismissed. On
November 28, 2000, SHRM appealed the judgement rendered by the Paris Commercial
Court on June 27, 2000 claiming that the Paris Commercial Court no longer has
jurisdiction over the case. The procedure before the Nanterre Commercial Court
is still pending, awaiting a decision on the liquidation of DSIA. Nicholas
Sokolow, one of the Directors of the Company, who served on the board of our UK
subsidiary (DSL Group Ltd.), has been named as a defendant in the lawsuit in
connection with such dispute both in his capacity as a director of the Company
and the subsidiary.

PROPOSAL 1
ELECTION OF DIRECTORS

The Certificate of Incorporation of the Company provides that the
Company shall have between three and fifteen directors, with such number to be
fixed by the Board of Directors. Effective at the time and for the purposes of
the Meeting, the number of directors of the Company, as fixed by the Board of
Directors pursuant to the By-laws of the Company is seven.

Directors of the Company are elected annually at the annual meeting
of stockholders. Their respective terms of office continue until the next
annual meeting of stockholders and until their successors have been elected and
qualified in accordance with the Company's By-laws. There are no family
relationships among any of the directors or executive officers of the Company.

Unless otherwise specified, each proxy received will be voted for the
election as directors of the seven nominees named below to serve until the next
annual meeting of stockholders and until

their successors shall have been duly elected and qualified. Each of the
nominees has consented to be named a nominee in the Proxy Statement and to serve
as a director if elected. Should any nominee become unable or unwilling to
accept a nomination or election, the persons named in the enclosed proxy will
vote for the election of a nominee designated by the Board of Directors or will
vote for such lesser number of directors as may be prescribed by the Board of
Directors in accordance with the By-laws of the Company.

The following persons have been nominated as directors:

WARREN B. KANDERS, 43, has served as the Chairman of the Board of the
Company since January 1996. From October 1992 to May 1996, Mr. Kanders served
as Vice Chairman of the board of Benson Eyecare Corporation. From June 1992 to
March 1993, Mr. Kanders served as the President and a director of Pembridge
Holdings, Inc.

JONATHAN M. SPILLER, 49, has served as President and as a director of
the Company since July 1991 and as Chief Executive Officer since September
1993. From June 1991 to September 1993, Mr. Spiller served as our Chief
Operating Officer. From 1989 to 1991 Mr. Spiller served as a partner with
Deloitte & Touche LLP, an international accounting firm, where he worked for 18
years. Mr. Spiller is a chartered accountant and a certified public accountant.

BURTT R. EHRLICH, 61, has served as a director of the Company since
January 1996. Mr. Ehrlich served as Chairman and Chief Operating Officer of
Ehrlich Bober Financial Corp. (the predecessor of Benson Eyecare Corporation)
from December 1986 until October 1992 and as a director of Benson Eyecare
Corporation from October 1992 until November 1995.

NICHOLAS SOKOLOW, 51, has served as a director of the Company since
January 1996. Mr. Sokolow has been a partner in the law firm of Sokolow,
Dunaud, Mercadier & Carreras since 1994. From June 1973 until October 1994, Mr.
Sokolow was an associate and partner in the law firm of Coudert Brothers.

THOMAS W. STRAUSS, 59, has served as a director of the Company since
May 1996. Since 1995, Mr. Strauss has been a principal with Ramius Capital
Group, a privately held investment management firm. From June 1993 until July
1995, Mr. Strauss was co-chairman of Granite Capital International Group, an
investment banking firm. From 1963 to 1991, Mr. Strauss served in various
capacities with Salomon Brothers Inc., an investment banking and brokerage firm,
including President and Vice-Chairman.

ALAIR A. TOWNSEND, 59, has served as a director of the Company since
December 1996. Since February 1989, Ms. Townsend has been publisher of Crain's
New York Business, a business periodical. Ms. Townsend was a former governor of
the American Stock Exchange. Ms. Townsend served as New York City's Deputy
Mayor for Finance and Economic Development from February 1985 to January 1989.

STEPHEN B. SALZMAN, 35, has served as a director of the Company since
June 1999. Mr. Salzman has been a principal of FS Partners, LLC since its
inception in 1994. FS Partners, LLC and its affiliates invest in public and
private companies through the purchase of equity and related securities.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE
ABOVE-NAMED DIRECTOR NOMINEES.

INFORMATION CONCERNING MEETINGS OF THE BOARD OF DIRECTORS AND BOARD
COMMITTEES AND DIRECTOR COMPENSATION

During fiscal 2000, the Board of Directors held twelve meetings. The
Board of Directors has standing Audit, Compensation, Nominating and Option
Committees. During fiscal 2000, all of the directors then in office attended at
least 75% of the total number of meetings of the Board of Directors and the
Committees of the Board of Directors on which they served. The Audit,
Compensation, Nominating and Option Committees do not meet on a regular basis,
but only as circumstances require.

AUDIT COMMITTEE

The functions of the Audit Committee are to recommend to the Board of
Directors the appointment of independent auditors for the Company and to analyze
the reports and recommendations of such auditors. The committee also monitors
the adequacy and effectiveness of the Company's financial controls and reporting
procedures. During fiscal 2000, the Audit Committee consisted of Ms. Townsend
(Chairwoman), and Messrs. Sokolow and Strauss. The Audit Committee met once
during fiscal 2000.

The Charter of the Audit Committee, as adopted by the Board of
Directors, is set forth as Appendix A to this proxy statement.

COMPENSATION COMMITTEE

The purpose of the Compensation Committee is to recommend to the Board
of Directors the compensation and benefits of the Company's executive officers
and other key managerial personnel. During fiscal 2000, the Compensation
Committee consisted of Messrs. Sokolow (Chairman), Kanders and Ehrlich. The
Compensation Committee met once during fiscal 2000.

NOMINATING COMMITTEE

The purpose of the Nominating Committee is to identify, evaluate and
nominate candidates for election to the Board of Directors. The Nominating
Committee will consider nominees recommended by stockholders. The names of such
nominees should be forwarded to Robert R. Schiller, Secretary, Armor Holdings,
Inc., 1400 Marsh Landing Parkway Suite 112, Jacksonville, Florida 32250, who
will submit them to the committee for its consideration. During fiscal 2000, the
Nominating Committee consisted of Messrs. Kanders (Chairman) and Sokolow. The
Nominating Committee did not meet during fiscal 2000.

OPTION COMMITTEE

The purpose of the Option Committee is to administer the Company's 1999
Option Plan (the "1999 Stock Option Plan"), 1998 Stock Option Plan (the "1998
Stock Option Plan"), Amended and

Restated 1996 Stock Option Plan (the "1996 Option Plan") and Amended and
Restated 1996 Non-Employee Directors Stock Option Plan (the "1996 Directors
Plan"), and to recommend to the Board of Directors awards of options to purchase
Common Stock of the Company thereunder. During fiscal 2000, the Option Committee
consisted of Mr. Ehrlich (Chairman). The Option Committee did not meet during
fiscal 2000.

The functions of the Option Committee were considered at and acted upon
by the entire Board of Directors during our meetings in fiscal 2000.

COMPENSATION OF DIRECTORS

In 2000, the non-employee directors of the Company were each granted
options to purchase 10,000 shares of our common stock for their services as
directors. Directors who are not employees of the Company ("Non-Employee
Directors") are compensated for their services as directors through their
participation in the 1999 Stock Option Plan. The 1999 Stock Option Plan is a
formula plan pursuant to which qualified options to acquire 10,000 shares of
Common Stock are automatically granted to each Non-Employee Director on the date
of his or her initial election or appointment to the Board of Directors in
consideration for service as a director. The exercise price for all 10,000
options granted to each Non-Employee Director under the 1999 Stock Option Plan
is the closing price of the Common Stock on the date of the grant as quoted on
the composite tape of the New York Stock Exchange, or on such exchange as the
Common Stock may then be trading.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, executive officer, or person nominated to become a
directors or executive officer has, within the last five years: (i) had a
bankruptcy petition filed by or against, or a receiver, fiscal agent or similar
officer appoint by a court for, any business of such person or entity with
respect to which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (ii) been
convicted in a criminal proceeding or is currently subject to a pending criminal
proceeding (excluding traffic violations or similar misdemeanors); (iii) been
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities or practice; (iv) been found by a
court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission (the "Commission") or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. The Audit Committee has reviewed and discussed the audited financial
statements with management.

2. The Audit Committee has discussed with PricewaterhouseCoopers LLP, the
Company independent accountant's, the matters required to be discussed by SAS 61
(Communications with Audit Committees).

3. The Audit Committee has received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees), and has discussed with
PricewaterhouseCoopers LLP their independence.

4. Based on the reviews and discussions referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the Board of Directors of the
Company that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, for
filing with the Securities and Exchange Commission.

Alair A. Townsend (Chair)
Nicholas Sokolow
Thomas W. Strauss

AUDIT FEES

The aggregate fees billed by PricewaterhouseCoopers LLP, the Company's
principal accountant, for professional services rendered for the audit of the
Company's annual financial statements for the fiscal year ended December 31,
2000 and for the review of the financial statements included in the Company's
quarterly reports on Form 10-Q for the fiscal year were $476,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The aggregate fees billed by PricewaterhouseCoopers LLP for
professional services rendered for information technology services relating to
financial information system design and implementation for the fiscal year ended
December 31, 2000 were $0.

ALL OTHER FEES

The aggregate fees billed by PricewaterhouseCoopers LLP for
professional services rendered for fiscal year ended December 31, 2000, other
than for services described above under "Audit Fees" and under "Financial
Information Systems Design and Implementation Fees," were $1,235,900.

The Audit Committee has considered whether the provision of non-audit
services by PricewaterhouseCoopers LLP is compatible with maintaining their
independence.

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the name, age and position of each of
our executive officers and significant employees as of April 26, 2001. The
executive officers of the Company are appointed by and serve at the discretion
of the Board of Directors of the Company.

NAME AGE POSITION
- ---- --- --------
Warren B. Kanders 43 Chairman of the Board of Directors
Jonathan M. Spiller 49 President, Chief Executive Officer
and Director
Robert R Schiller 38 Executive Vice President, Chief
Financial Officer, Secretary
and Treasurer
Stephen E. Croskrey 41 President and Chief Executive
Officer--Armor Holdings Products
Division
Stephen J. Loffler 47 President and Chief Executive
Officer--ArmorGroup Services
Division

See the table of nominees for election as directors for biographical
data with respect to Messrs. Kanders and Spiller.

ROBERT R. SCHILLER has served as Executive Vice President, Chief
Financial Officer, Secretary and Treasurer since November 2000, as Executive
Vice President and Director of Corporate Development since January 1999 to
October 2000, and as Vice President of Corporate Development from July 1996 to
December 1998. From January 1995 to September 1995, Mr. Schiller served as Chief
Financial Officer of Troma, Inc., an independent film studio.

STEPHEN E. CROSKREY has served as President and Chief Executive
Officer--Armor Holdings Products division since February 1999. From 1998 to
February 1999, Mr. Croskrey served as Director of Sales for Allied Signal,
Inc.'s global fibers business. From 1988 to 1998, Mr. Croskrey served in various
positions for Mobil Oil, most recently as its Central Regional Manager for its
Industrial Lubricant division.

STEPHEN J. LOFFLER has served as President and Chief Executive
Officer--ArmorGroup Services division since April 1999. From April 1998 to March
1999, Mr. Loffler served as Vice President and General Manager Europe at Office
Depot, an office product retailer, where he was responsible for European
operations. From August 1991 to March 1998, Mr. Loffler served as Deputy
Chairman of Acco Europe, an office product manufacturer, where he led the
integration of Ofrex Group Holdings, an international distributor and
manufacturer of office products.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following summary compensation table sets forth information
concerning the annual and long-term compensation earned by the Company's chief
executive officer and each of the other executive officers of the Company whose
annual salary and bonus during fiscal 2000 exceeded $100,000 (collectively, the
"Named Executive Officers").

Long-Term Compensation
-----------------------------------------------
Annual Compensation Securities
Fiscal -------------------------- Stock Underlying All Other
Name and Principal Position Year Salary Bonus Bonuses Options (#) Compensation
- --------------------------- ------ --------- ---------- ----------- --------------- ----------------

Warren B. Kanders 2000 $ - $ - - $ - (1)
Chairman, Board of Directors 1999 - - 200,000 -

Jonathan M. Spiller 2000 365,700 - (6) $ 250,000 - -
President, CEO and Director 1999 350,000 - 300,000 -
1998 275,000 - - -

Robert R. Schiller 2000 208,935 175,000 175,000 - -
Executive Vice President and 1999 200,000 50,000 125,000 -
Chief Financial Officer 1998 140,000 80,000 - -

Stephen E. Croskrey 2000 229,000 - (6) 175,000 - -
President and CEO of Armor 1999 220,000 - 200,000 103,674 (2)
Holdings Products Division

Stephen J. Loffler 2000 251,000 - (6) 100,000 - -
President and CEO of 1999 264,000 - 150,000 -
ArmorGroup Services Division

Nicholas Winiewicz (3) 2000 172,000 - - -
Former Vice President - 1999 160,000 - 75,000 50,000 (4)
Finance, CFO, Secretary and
Treasurer

(1) Mr. Kander was not an Executive Officer during 1998. See "Certain
Relationships and Related Transactions" for a description of consideration
paid to an entity controlled by Mr. Kanders.

(2) Mr. Croskrey received reimbursement for moving expenses as part of his
employment agreement.

(3) Mr. Winiewicz's ceased serving as an officer of the Company in November of
2000.

(4) Mr. Winiewicz received reimbursement for moving expenses as part of his
employment agreement.

(5) Represents the value of stock bonuses granted on April 27, 2001 pursuant to
the 1999 Stock Incentive Plan, for services rendered in fiscal year 2000.
The number of shares issued pursuant to these bonuses is calculated using
the closing price on April 27, 2001 of $16.96 as quoted on the New York
Stock Exchange. These are restricted shares will fully vest over a period
ending December 31, 2003.

OPTIONS GRANTED IN FISCAL 2000

The Company granted no options or freestanding stock appreciation
rights to the Company's Named Executive Officers during fiscal 2000.

AGGREGATE OPTION EXERCISES IN FISCAL 2000 AND FISCAL YEAR END OPTION
VALUES

The following table contains certain information regarding stock
options exercised during fiscal 2000 and options to purchase Common Stock held
as of December 31, 2000, by each of the Named Executive Officers. The stock
options listed below were granted without tandem stock appreciation rights. We
no freestanding stock appreciation rights outstanding.

NUMBER OF SECURITIES VALUE OF UNDERLYING
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT 12/31/00 (#) 12/31/00(1)
ACQUIRED VALUE ----------------------------- -----------------------------
ON EXERCISE REALIZED NON- NON-
NAME (#) (2)($) EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
- --------------------- ------------- ------------ ----------- ----------- ----------- -----------

Warren B. Kanders - 200,000 - $1,225,000 $ -
Jonathan M. Spiller 119,046 $1,922,103 678,475 100,000 6,585,757 612,500
Robert R. Schiller - - 233,334 41,666 2,216,671 255,204
Stephen E. Croskrey - - 50,000 150,000 212,500 637,500
Stephen J. Loffler - - 100,000 50,000 475,000 237,500
Nicholas Winiewicz 25,000 117,188 - 25,000 - 131,250
--------------------------------------------------------------------------------------------------------------------------

(1) Calculated on the basis of $17.44 per share, the closing sales price of
the common stock on the New York Stock Exchange on December 29, 2000, less
the exercise price payable for such shares.

(2) Calculated on the basis of the closing share price of the common stock on
the New York Stock Exchange on the date of exercise, less the exercise
price payable for such shares.

REPORT ON EXECUTIVE COMPENSATION BY THE BOARD OF DIRECTORS
AND THE COMPENSATION COMMITTEE

COMPENSATION POLICY

The Compensation Committee of the Board of Directors is responsible
for setting and administering the policies which govern annual executive
salaries, raises and bonuses and certain awards of stock options (in the case
of options granted under the Company's 1999 Stock Option Plan and 1996 Option
Plan, such responsibility is generally limited to the actions taken by the
Option Committee of the Board of Directors, although at times the full Board
will grant options without having first received recommendations from the
Option Committee). During 2000, the Compensation Committee was composed of
Messrs. Sokolow, Kanders and Ehrlich, each of whom, except for Mr. Kanders, was
a Non-Employee Director.

The Company's executive compensation program emphasizes Company
performance, individual performance and an increase in stockholder value over
time in determining executive

pay levels. The Company's executive compensation program consists of three key
elements; (i) low annual base salaries; (ii) a performance-based annual bonus;
and (iii) periodic grants of stock options. The Compensation Committee believes
that this three-part approach best serves the interests of the Company and its
stockholders by motivating executive officers to improve the financial position
of the Company, holding executives accountable for the performance of the
organizations for which they are responsible and by attracting key executives
into the service of the Company. Under the Company's compensation program,
annual compensation for the Company's executive officers are composed of a
significant portion of pay that is "at risk" -- specifically, the annual bonus
and stock options. Annual performance bonuses also permit executive officers to
be recognized on an annual basis. Such bonuses are based largely on an
evaluation of the contribution made by the executive officer to the Company's
overall performance. Stock options, which are generally awarded under the
Company's 1999 Option Plan, relate a significant portion of long-term
remuneration directly to stock price appreciation realized by all the Company's
stockholders.

COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

As President and Chief Executive Officer of the Company, Mr. Spiller
was compensated during fiscal 2000 pursuant to an employment agreement entered
into January 1999. Mr. Spiller's employment agreement during 2000 provided for
an annual base salary of $365,700, which may be increased, and for yearly
bonuses based upon the Company's net income. In addition, Mr. Spiller is
entitled, at the discretion of the Option Committee of the Board of Directors,
to participate in the 1999 Option Plan and other bonus plans adopted by the
Company based on his performance and the Company's performance.

MEMBERS OF THE COMPENSATION COMMITTEE

Nicholas Sokolow (Chairman)
Warren B. Kanders
Burtt R. Ehrlich

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Kanders, who was a non-compensated employee of the Company in
fiscal 2000, served on the Compensation Committee in fiscal 2000. During fiscal
2000, no executive officer of the Company, other than Mr. Kanders, (i) served as
a member of the compensation committee (or other board committee performing
similar functions or, in the absence of any such committee, the board of
directors) of another entity, one of whose executive officers served on the
Company's Compensation Committee, (ii) served as director of another entity, one
of whose executive officers served on the Company's Compensation Committee, or
(iii) served as member of the compensation committee (or other board committee
performing similar functions or, in the absence of any such committee, the board
of directors) of another entity, one of whose executive officers served as a
director of the Company. See "Certain Relationships and Related Transactions"
below for a description of certain arrangements between Kanders & Company, Inc.,
a corporation controlled by Mr. Kanders, and the Company.

PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return
(stock price appreciation plus reinvested dividends) of the Company's Common
Stock with the cumulative return (including reinvested dividends) of the
Standard & Poor's 500 Index, the Russell 2000 Index and certain companies
selected in good faith by management of the Company. In management's view, such
companies constitute a representative line-of-business comparison (the "Peer
Group"). Several of the companies comprising the Peer Group were not publicly
traded during the entire mandated comparison period. Returns for these companies
were therefore included in the presentation of the performance graph for only
those calendar years that such data was publicly available. Returns for the
Company for the period since May 1999 are as quoted on the New York Stock
Exchange, for the period prior to May 1999 but after March 1996 are as quoted on
the American Stock Exchange. Returns for the Company for the period prior to
March 1996 are based upon quoted bid prices as available on the OTC Bulletin
Board.

The companies comprising the Peer Group are Pittston Co.--Brink's
Group, Simula Inc., Borg-Warner Security, Wackenhut Corrections Corp., The
Kroll-O'Gara Company, Firearms Training Systems, Cornell Corrections and AHL
Services.

ARMOR HOLDINGS, INC.
PERFORMANCE GRAPH PLOTS

1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Armor 286.36 388.64 416.00 477.27 634.09
Peer Group 89.60 149.50 174.60 101.20 66.71
Russell 2000 114.76 138.31 133.54 159.75 153.03
S&P 600 Small Cap Index 120.13 149.60 146.46 163.33 181.33
S&P 500 120.26 157.56 199.57 238.54 214.36

EMPLOYMENT AGREEMENTS

As of January 1, 1999, the Company entered into an Amended and Restated
Employment Agreement with Jonathan M. Spiller which provides that he will serve
as our President and Chief Executive Officer for a three year term that will
expire January 1, 2002, subject to early termination as described below. The
amended agreement provides for a base salary of $350,000. Mr. Spiller also
received options under 1998 Stock Option Plan effective as of January 1, 1999 to
purchase 300,000 shares of common stock at an exercise price per share equal to
$11.40625. These options vest over a period of three years from the date of
grant. Pursuant to his employment agreement, Mr. Spiller may be entitled, at the
discretion of the Compensation Committee of the board, to participate in the
other option plans and other bonus plans the Company has adopted based on his
performance and the Company's overall performance. A "change in control" of the
Company will allow Mr. Spiller to terminate his employment agreement and to
receive payment equal to his base salary until the end of the term of his
employment or his base salary for two years, whichever is greater, as well as
the vesting of all 300,000 options granted to him under the employment
agreement. Mr. Spiller will also be entitled to such payment and the
acceleration of such vesting on the 300,000 options upon the termination of his
employment agreement by the

Company without cause. Such 300,000 options will terminate in the event that
Mr. Spiller's employment agreement is terminated by the Company for cause. Mr.
Spiller has also agreed to certain confidentiality and non-competition
provisions and, subject to certain exceptions and limitations, to not sell,
transfer or dispose of the shares of common stock or options for the purchase
of common stock of the Company owned by him until January 1, 2002.

As of January 1, 1999, the Company entered into an Amended and Restated
Employment Agreement with Robert R. Schiller which provides that he will serve
as our Executive Vice President and Director of Corporate Development for a
three year term expiring January 1, 2002, at a base salary of $200,000 per year.
In addition to his base salary, Mr. Schiller received options under the 1998
Stock Option Plan effective as of January 1, 1999 to purchase 125,000 shares of
Common Stock at an exercise price per share equal to $11.40625. These options
vest over a period of three years from the date of the grant. Pursuant to his
employment agreement, Mr. Schiller will be entitled, at the discretion of the
Compensation Committee of the board, to participate in the incentive stock
option plan and other bonus plans the Company has adopted based on his
performance and the Company's overall performance. Upon a "change of control" of
the Company, Mr. Schiller will have the right to terminate his employment
agreement and to receive his base salary for twelve months, and the 125,000
options granted to him shall vest. Mr. Schiller will also be entitled to receive
his base salary for a period of twelve months, and the 125,000 options granted
to him shall vest, upon the termination of his employment agreement by the
Company without cause. Such 125,000 options will terminate in the event that Mr.
Schiller's employment agreement is terminated by the Company for cause. Mr.
Schiller has agreed to certain confidentiality and non-competition provisions,
and to not sell, transfer or dispose of the 125,000 options (and underlying
shares) granted to him under his employment agreement and 75,000 options (and
underlying shares) previously granted to him until January 1, 2002. Effective as
of November 14, 2000, Mr. Schiller accepted the added position of Chief
Financial Officer, and his salary was increased to $300,000 per year.

As of January 1, 1999, the Company entered into an Employment Agreement
with Warren B. Kanders which provides that he will serve as the Chairman of the
Board of Directors of the Company for a three year term expiring January 1,
2002, for which Mr. Kanders will receive options under the 1998 Stock Option
Plan effective as of January 1, 1999 to purchase 200,000 shares of Common Stock
at an exercise price per share of $11.40625. All such options are fully vested
as of the date of grant. Mr. Kanders has agreed to certain confidentiality and
non-competition provisions. See "Certain Relationships and Related Transactions"
for a description of compensation paid to an entity controlled by Mr. Kanders.

On February 8, 1999, the Company entered into an Employment Agreement
with Stephen E. Croskrey which provides that he will serve as President and
Chief Executive Officer of the Company's Armor Holdings Products division for a
three year term expiring January 1, 2002, at a base salary of $220,000 per year.
In addition to his base salary, Mr. Croskrey received options under the 1996
Option Plan effective as of February 8, 1999 to purchase 200,000 shares of
Common Stock at an exercise price per share equal to $13.28125. These options
vest over a period of three years from the date of the grant. Pursuant to his
employment agreement, Mr. Croskrey will be entitled, at the discretion of the
Compensation Committee of the board, to participate in the incentive stock
option plan and other bonus plans we have adopted based on his performance and
our overall performance. Upon a "change of control" of the Company, Mr. Croskrey
will have the

right to terminate his employment agreement. Mr. Croskrey will be entitled to
receive his base salary for a period of six months, and the 200,000 options
granted to him shall vest, upon the termination of his employment agreement by
the Company without cause. Mr. Croskrey's 200,000 options will terminate in the
event that Mr. Croskrey's employment agreement is terminated by the Company for
cause. Mr. Croskrey has agreed to certain confidentiality and non-competition
provisions, and to not sell, transfer or dispose of the 200,000 options (and
underlying shares) granted to him under his employment agreement until January
1, 2002.

As of April 12, 1999, the Company entered into an Employment
Agreement with Stephen J. Loffler, which provides that he will serve as Chief
Executive Officer of the Company's ArmorGroup Services division. Mr. Loffler's
employment is subject to a trial period expiring on October 11, 1999, during
which the Company may terminate his employment. From October 12, 1999, Mr.
Loffler's employment will continue until terminated by the Company on not less
than 12 months' written notice or by Mr. Loffler on not less than six months'
written notice. Mr. Loffler will receive a base salary of (pounds sterling)
160,000 per year. In addition to his base salary, Mr. Loffler may, at the
discretion of the Compensation Committee of the Board of Directors of the
Company, receive an annual bonus payment not exceeding 40% of his base salary.
The termination provisions allow the Company to terminate Mr. Loffler's
employment at any time by paying to him within 14 days salary in lieu of his
notice period or any unexpired part thereof (subject to tax and National
Insurance), including any accrued holiday entitlement. Mr. Loffler has agreed
to certain confidentiality, protection of intellectual property and
non-competition provisions. The restricted area for non-competition covers the
United Kingdom, Russia and the former Soviet Union and the American Continent,
with the restricted period being six months from the termination date.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 15, 1996, we issued options to purchase 300,000 shares of
common stock to Richmont Capital Partners I, L.P. ("Richmont"), at an exercise
price of $7.50 per share, subject to adjustment (the "Richmont Options"). The
Company may call the Richmont Options and the underlying shares, whether vested
or unvested, in the event that the closing price per share of the common stock
is equal to or greater than $10.00 for a period of ten consecutive trading days
after December 31, 1997, upon written notice to Richmont given within 30 days
of the conclusion of such ten consecutive trading days during which the closing
price per share of the common stock was equal to or greater than $10.00. In
such event, the Company may require Richmont to exercise the Richmont Options
in whole with respect to all such shares within ten days of such notice to
Richmont. In the event that Richmont does not exercise the Richmont Options,
the Richmont Options will lapse.

On April 21, 1998, the Company amended the Richmont Option. Richmont
sold 200,000 shares of our common stock and in exchange Richmont agreed not to
sell, transfer, assign or otherwise dispose of any shares of our common stock
(other than the 200,00 shares previously described) until April 21, 1999. The
restrictions on sale will not apply to Richmont if the common stock is trading
below $5.00 per share or above $15.00 per share.

The Company agreed that until April 21, 1999, it would not use its
right to force Richmont to exercise the Option. After April 21, 1999, the
Company could use its right to force Richmont to exercise the Option, at any
time regardless of the price per share of common stock, if Richard C.

Bartlett is not a director of the Company and at any time that Richard C.
Bartlett is a director of the Company if the priced per share of common stock
is greater than $7.50 on the preceding business day.

Mr. Bartlett resigned from the Board of Directors as of
February 14, 2001.

In addition, the Company agreed that Richmont would have certain
co-sale rights with Kanders, and that it could participate on a pro rata basis
in the event of an underwritten public offering.

Effective as of March 8, 1999, Kanders & Company, Inc. ("Kanders &
Co."), a corporation controlled by Warren B. Kanders, the Chairman of the Board
of the Company, entered into an agreement with the Company to provide certain
investment banking, financial advisory and related services to the Company. The
specific details of the services and the compensation to be paid to Kanders &
Co. will be determined by the Company and Kanders & Co. on a case by case basis
as the Company identifies specific projects for Kanders & Co.

Nicholas Sokolow is a member of Sokolow, Dunaud, Mercadier & Carreras.
The Company has retained Sokolow, Dunaud, Mercadier & Carreras during the fiscal
year ended December 31, 2000 and will retain Sokolow, Dunaud, Mercadier &
Carreras during the current fiscal year.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

The firm of PricewaterhouseCoopers LLP has audited the financial
statements of the Company for the fiscal year ended December 31, 2000. The Board
of Directors desires to continue the services of PricewaterhouseCoopers LLP for
the current fiscal year ending December 31, 2001. Accordingly, the Board of
Directors will recommend to the Meeting that the stockholders ratify the
appointment by the Board of Directors of the firm of PricewaterhouseCoopers LLP
to audit the financial statements of the Company for the current fiscal year.
Representatives of that firm are expected to be present at the Meeting, shall
have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions. In the event the
stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the
appointment will be reconsidered by the Audit Committee and the Board of
Directors.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not
intend to present any other matter for action at the Meeting other than as set
forth in the Notice of Annual Meeting and this Proxy Statement. If any other
matters properly come before the Meeting, it is intended that the shares
represented by the proxies will be voted, in the absence of contrary
instructions, in the discretion of the persons named in the proxy.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and any
persons who own more than 10% of the Company's capital stock to file with the
Commission (and, if such security is listed on a national securities exchange,
with such exchange), various reports as to ownership of such capital stock. Such
persons are required by Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely upon reports and representations submitted by the
directors, executive officers and holders of more than 10% of the Company's
capital stock, all Forms 3, 4 and 5 showing ownership of and changes of
ownership in the Company's capital stock during the 2000 fiscal year were timely
filed with the Commission and the New York Stock Exchange.

ANNUAL REPORT

A copy of the Company's 2000 Annual Report to Stockholders was mailed
prior to this Proxy Statement. Any Stockholder who has not received a copy of
the 2000 Annual Report to Stockholders and wishes to do so should contact the
Company's Corporate Secretary by mail at the address set forth on the notice of
annual meeting or by telephone at (904) 741-5400.

FORM 10-K

The Company will provide, without charge, to each Stockholder as of the
Record Date, on the written request of the Stockholder, a copy of the Company's
Annual Report on Form 10-K for the year ended December 31, 2000, including the
financial statements and schedules, as filed with the Commission. Stockholders
should direct the written request to the Company's Corporate Secretary at c/o
Armor Holdings, Inc., 1400 Marsh Landing Parkway, Suite 112, Jacksonville,
Florida 32250.

PROPOSALS BY STOCKHOLDERS

Any proposal of a Stockholder intended to be presented at the annual
meeting of stockholders to be held in 2002 must be received by the Company no
later than December 15, 2001 to be considered for inclusion in the Proxy
Statement and form of proxy for the 2002 annual meeting. Proposals must comply
with Rule 14a-8 promulgated by the Commission pursuant to the Exchange Act.

FOR THE BOARD OF DIRECTORS

ROBERT R. SCHILLER
SECRETARY

APPENDIX A

CHARTER OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial information which will be provided to the shareholders and others,
the systems of internal controls which have been established and the audit
process.

The Audit Committee shall consist of at least three independent
directors all of whom have no relationship to the Company that may interfere
with the exercise of their independence from management and the Company. No
member of the Audit Committee shall have any relationship, with the Company or
otherwise, which is now, or may hereafter, be prohibited by any rule adopted by
the Securities and Exchange Commission or the New York Stock Exchange. Each
member of the Audit Committee shall be financially literate, as such
qualification is interpreted by the Board of Directors. At least one member
shall have accounting or related financial management expertise, as such
qualification is interpreted by the Board of Directors. The Audit Committee
shall meet at least four times each year.

In meeting its responsibilities, the Audit Committee is expected to:

1. Provide an open avenue of communication between the Chief Financial
Officer, the outside auditor and the Board of Directors.

2. Review with management and the outside auditor at the completion of the
annual examination:

a. The Company's annual financial statements and related footnotes.

b. The outside auditor's audit of the financial statements and the
report thereon.

c. Any significant changes required in the outside auditor's audit plan.

d. Any serious difficulties or disputes with management encountered
during the course of the audit.

e. Other matters related to the conduct of the audit which are to be
communicated to the Board of Directors under generally accepted
auditing standards.

The outside auditors shall communicate to the Audit Committee any and all
concerns regarding matters included in this Section 2 and management's
activities related thereto.

3. Consider and review with management and the outside auditor:

a. Significant findings (including significant risks or exposure) during
the year

and management's response thereto.

b. Any difficulties encountered in the course of their work or access to
required information.

c. Any changes required to ensure completeness of coverage and the
effective use of audit resources.

4. Review filings with the SEC and other published documents containing the
Company's financial statements and ensure that the information contained
in these documents is consistent with the information contained in the
financial statements.

5. Review with management the interim financial reports. Management shall
advise the Audit Committee of any significant items or changes affecting
the interim reports and their comparability to prior reports.

6. Consider and review with the outside auditor:

a. The adequacy of the Company's internal controls and security,
including computer information systems.

b. Any related significant findings and recommendations of the outside
auditor.

The outside auditors shall discuss with the Audit Committee their views
regarding their qualitative judgement of the financial reports, whether
they believe management has adopted conservative, moderate or aggressive
accounting principals and whether management's accounting principals are
widely accepted and appropriate.

7. The outside auditor for the Company is ultimately accountable to the Board
of Directors and the Audit Committee. The Board of Directors has the
ultimate authority and responsibility to select, evaluate and nominate the
outside auditor to be proposed for shareholder approval in any proxy
statement.

8. Validate management's selection of outside auditors having met with them
prior to making a recommendation to the Board of Directors.

9. Review and confirm the independence of the outside auditor based on
information submitted by and responses from the outside auditor to
inquiries received from the Audit Committee. The outside auditors shall
submit to the Audit Committee on a periodic basis a formal written
statement delineating all relationships between the auditor and the
Company and any other relationships or interests which may impact their
objectivity. The Audit Committee shall engage in active dialogue with the
outside auditor with respect to any disclosed relationships or services
that may impact on the objectivity and independence of the outside auditor
and shall recommend to the Board of Directors that it take such actions as
it deems appropriate to insure the outside auditor's independence.

10. Periodically report to the Board of Directors on its activities and
findings.

11. Review and assess the adequacy of the Committee's charter annually and
update,

as necessary.

The duties and responsibilities of a member of the Audit Committee
are in addition to those duties set out for a member of the Board of Directors.