DHB INDUSTRIES INC.
                                  _____________
                             A Delaware Corporation
 
                              AMENDED AND RESTATED
                                     BY-LAWS
                               As of May 24, 2005
                                  _____________
                                    ARTICLE I
                                  STOCKHOLDERS
 
 
Section 1.1       Annual Meeting.
 
         An annual meeting of stockholders for the purpose of electing directors
and of transacting such other business as may come before it shall be held each
year at such date, time, and place, either within or without the State of
Delaware, as may be specified by the Board of Directors
 
         Any stockholder may bring business before an annual meeting only if:
 
          (a)  Such stockholder is a stockholder of record on the date of giving
               notice  as  provided  for in this  Section  1.1  below and on the
               record date for the  determination  of  stockholders  entitled to
               vote at such annual meeting;
          (b)  Such  business  is properly  before the  meeting  pursuant to the
               General  Corporation  Law of Delaware;  and
          (c)  Such stockholder complies with the notice procedures set forth in
               this   Section   1.1.  In   addition  to  any  other   applicable
               requirements,  for  business  to be  properly  brought  before an
               annual meeting by a stockholder, such stockholder must have given
               timely  written notice thereof in proper form to the Secretary of
               the  Corporation.  To be timely,  a  stockholder's  notice to the
               Secretary must be delivered to or distributed and received at the
               principal  executive  offices  of the  Corporation  not less than
               sixty days nor more than 120 days prior to the  anniversary  date
               on which the  Corporation  first  distributed its proxy materials
               for the prior year's annual  meeting of  stockholders;  provided,
               however,  that in the event that the annual meeting is called for
               a date  that is not  within  thirty  days  before  or  after  the
               anniversary  of the prior year's  annual  meeting,  notice by the
               stockholder  in order to be timely must be so received  not later
               than the close of business on the tenth day  following the day on
               which  such  notice  of  the  date  of  the  annual   meeting  as
               distributed  or  public  disclosure  of the  date  of the  annual
               meeting was made,  whichever first occurs.  In no event shall the
               public  disclosure of the date of the annual  meeting  commence a
               new time  period  for the  giving  of a  stockholder's  notice as
               described   above.   For  purposes  of  these  By-Laws,   "public
               disclosure"  shall mean disclosure in a press release reported by
               the Dow Jones News  Service,  Associated  Press,  PR News Wire or
 
 
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               comparable  national news service or any document  publicly filed
               by the  Corporation  with the Securities and Exchange  Commission
               pursuant  to Section 13, 14 or 15(d) of the  Securities  Exchange
               Act.  To be  in  proper  form,  a  stockholder's  notice  to  the
               Secretary must comply with all the same requirements tha apply to
               special  meetings of  stockholders  as set forth in Section  1.2.
               below.
 
         No business shall be conducted at an annual meeting of stockholders
except business brought before the meeting in accordance with the procedures set
forth in this Section 1.1. If the person presiding at the annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, such person shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
 
Section 1.2       Special Meetings
 
         Special meetings of stockholders for any purpose or purposes may be
held at any time upon call of the chairman of the Board, if any, the President,
or a majority of the Board of Directors, at such time and place either within or
without the State of Delaware as may be stated in the notice. A special meeting
of stockholders shall be called by the President upon the written request,
stating time, place, and the purpose or purposes of the meeting of stockholders
who together own of record a majority of the outstanding stock of all classes
entitled to vote at such meeting. Any such request by stockholders shall be
delivered to, or mailed and received by, the Secretary of the Company at the
Company's principal executive offices, shall set forth the purpose or purposes
of the meeting, and shall be in proper form. To be in proper form, a
stockholder's notice to the Secretary must set forth as to each matter such
stockholder(s) propose(s) to bring before such meeting:
 
          (a)  The name and record address of each such stockholder;
          (b)  The class or series and number of shares of capital  stock of the
               Corporation  that are owned  beneficialy  or of record by each of
               such stockholder;
          (c)  A brief  description of each proposed item of business desired to
               be brought before the meeting, including the text of any proposed
               amendment to the Certificate of Incorporation or these By-Laws;
          (d)  A description of all arrangements or understandings  between each
               such   stockholder  and  any  other  person(s)  or  entity  (ies)
               (including  their names) in connection  with the proposal of such
               business by such  stockholder and any material  interests of such
               stockholder in such business; and
          (e)  A  representation  that  such  stockholder  intends  to appear in
               person or by proxy at the meeting to bring such  business  before
               the meeting.
 
 
Section 1.3       Notice of Meeting
 
 
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         Written notice of stockholders meetings, stating the place, date and
hour thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by the Chairman of the Board, if
any, the President, any Vice President, the Secretary, or any Assistant
Secretary, to each stockholder entitled to vote thereat at least ten days but
not more than sixty days before the date of the meeting, unless a different
period is prescribed by law.
 
 
Section 1.4       Quorum
 
         Expect as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws, at any meeting of stockholders, the holders of
one-third of the outstanding shares of each class of stock entitled to vote at
the meeting shall be present or represented by proxy in order to constitute a
quorum for the transaction of any business. In the absence of a quorum, a
majority in interest of the stockholders present or the chairman of the meeting
may adjourn the meeting from time to time in the manner provided in Section 1.5
of these By-Laws until a quorum shall attend.
 
 
Section 1.5       Adjournment
 
         Any meeting of stockholders, annual or special, may adjourn from time
to time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
 
 
Section 1.6       Organization
 
         The Chairman of the Board, if any, or the Chairman's absence, the
President, or in their absence any Vice President, shall call to order meetings
of stockholders and shall act as chairman of such meetings. The Board of
Directors or, if the Board fails to act, the stockholders may appoint any
stockholder, director, or officer of the Corporation to act as chairman of any
meeting in the absence of the Chairman of the Board, the President, and all Vice
Presidents.
 
         The Secretary of the Corporation shall act as secretary of all meetings
of stockholders, but, in the absence of the Secretary, the chairman of the
meeting may appoint any other person to act as secretary of the meeting.
 
 
Section 1.7       Voting
 
 
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         Subject to all of the rights of any class of preferred stock issued and
outstanding or by the General Corporation Law of Delaware, each stockholder
shall be entitled to one vote, in person or by proxy (either written or as
otherwise permitted by the General Corporation Law of Delaware). Except as
otherwise provided by law in the Certificate of Incorporation or these By-Laws
and except for the election of directors, at any meeting duly called and held at
which a quorum is present, a majority of the votes cast at such meeting upon
given question by the holders of outstanding shares of stock of all classes of
stock of the Corporation entitled to vote thereon who are present in person or
by proxy shall decide such questions. At any meeting duly called and held for
the election of directors at which a quorum is present, directors shall be
elected by plurality of the votes cast by holders (acting as such) of shares of
stock of the Corporation entitled to elect such directors.
 
 
 
 
                                   ARTICLE II
 
                               BOARD OF DIRECTORS
 
 
Section 2.1       Number and Term of Office
 
         The business, property, and affairs of the Corporation shall be managed
by or under the direction of the Board of three directors; provided, however,
that the Board, by resolution adopted by vote of a majority of the then
authorized number of directors, may increase or decrease the number of
directors. The directors shall be elected by the holders of shares entitled to
vote thereon at the annual meeting of stockholders, and each shall serve
(subject to the provisions of Article IV) until the next succeeding annual
meeting of stockholders and until a respective successor has been elected and
qualified.
 
 
Section 2.2        Chairman of the Board
 
         The directors may elect one of their members to be Chairman of the
Board of Directors. The Chairman shall be subject to the control of and may be
removed by the Board of Directors. The Chairman of the Board shall perform such
duties as may from time to time be assigned by the Board.
 
 
Section 2.3       Meetings
 
         The annual meeting of the Board of Directors, for the election of the
officers and the transaction of such other business as may come before the
meeting, may be held without notice at the same place as, and immediately
following, the annual meeting of the stockholders
 
 
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         Regular meetings of the Board of Directors may be held without notice
at such time and place as shall from time to time be determined by the Board.
 
         Special meetings of the Board of Directors shall be held at such time
and place as shall be designed in the notice of the meeting whenever called by
the Chairman of the Board, if any, the President, or by a majority of the
directors of the office.
 
 
Section 2.4       Notice of Special Meetings
 
         The Secretary, or in the Secretary's absence, any other officer of the
Corporation, shall give each director notice of the time and place of the
holding of special meetings of the Board of Directors by mail at least five days
before the meeting, or by telegram, cable, radiogram, or personal service at
least two days before the meeting. Unless otherwise stated in the notice
thereof, any and all business may be transacted at any meeting without
specification of such business in the notice.
 
 
Section 2.5       Quorum and Organization of Meetings
 
         A majority of the total number of member of the Board of Directors as
constituted from time to time shall constitute a quorum for the transaction of
business, but if at any meeting of the Board of Directors (whether or not
adjourned from a previous meeting) there shall be less than a quorum present, a
majority of those present may adjourn the meeting to another time and place, and
the meeting may be held as adjourned without further notice or waiver. Except as
otherwise provided by law or in the Certificate of Incorporation or these
By-Laws, a majority of the directors present at any meeting at which a quorum is
present may decide any question brought before such meeting. Meetings shall be
presided over by the Chairman of the Board, if any, or in the Chairman's
absence, by the President, or in the absence of both by such other person as the
directors may elect. The Secretary of the Corporation shall act as secretary of
the meeting, but in the Secretary's absence, the chairman of the meeting may
appoint any person to act as secretary of the meeting.
 
 
Section 2.6       Committees
 
         The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of one
or more of the directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not the
 
 
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<PAGE>
 
 
member or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business,
property, and affairs of the Corporation, and authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have power or authority in reference to amending the Certificate
of Incorporation of the Corporation (except that a committee may, to the extent
authorized in the resolution providing for the issuance of shares of stock
adopted by the Board of Directors pursuant to authority expressly granted to the
Board of Directors by the Corporation's Certificate of Incorporation, fix any of
the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation, or the conversion
into, or the exchange of such shares of any other class or classes or any other
series of the same or any other classes of stock of the Corporation), adopting
an agreement of merger or consolidation under Section 251 or 252 of the General
Corporation Law of the State of Delaware, recommending to the stockholders the
sale, lease, or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of dissolution, or amending these By-Laws; and,
unless the resolution so provided, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of the State of Delaware. Each committee which may be
established by the Board of Directors pursuant to these By-Laws may fix its own
rules and procedures. Notice of meetings of committees, other than of regular
meetings provided for by the rules, shall be given to committee members. All
action taken by committees shall be recorded in minutes of the meetings.
 
 
Section 2.7       Action Without Meeting
 
         Nothing contained in these By-Laws shall be deemed to restrict the
power of members of the Board of Directors or any committee designated by the
Board to take any action required or permitted to be taken by them without a
meeting.
 
 
Section 2.8       Telephone Meetings
 
         Nothing contained in these By-Laws shall be deemed to restrict the
power of members of the Board of Directors, or any committee designated by the
Board, to participate in a meeting of the Board, or committee, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
 
 
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                                   ARTICLE III
 
                                    OFFICERS
 
 
 
Section 3.1       Executive Officers
 
         The executive officers of the Corporation shall be the Chairman of the
Board, a President, a Secretary and a Treasurer. Any person may hold two or more
of such officers, except that the same person shall not be both President and
Secretary unless all of the issued and outstanding shares of the Corporation are
owned by one person, in which case such person may hold all or any combination
of offices. The executive officers of the Corporation shall be elected annually
(and from time to time by the Board of Directors, as vacancies occur), at the
annual meeting of the Board of Directors following the meeting of shareholders
at which the Board of Directors was elected.
 
 
 
Section 3.2       Other Officers
 
         The Board of Directors may appoint such other officers and agents,
including one or more Vice Presidents, and may elect or appoint, or may delegate
to the Chairman of the Board the power to appoint such other officers and
agents, as it may at any time or from time to time deem advisable, including a
Chief Financial Officer, Assistant Vice Presidents and Assistant Treasurers, and
any other officers so elected or appointed shall have such authority and perform
such duties as the Board of Directors, or the Chairman of the Board if the
Chairman of the Board shall have appointed them, may from time to time
prescribe.
 
 
Section 3.3       Authorities and Duties
 
         All officers, as between themselves and the Corporation, shall have
such authority and perform such duties in the management of the business and
affairs of the Corporation as any be provided in these By-Laws, or, to the
extent not so provided, as may be prescribed by the Board of Directors
 
 
Section 3.4       Tenure and Removal
 
         The officers of the Corporation shall be elected or appointed to hold
office until their respective successors are elected or appointed. All officers
shall hold office at the pleasure of the Board of Directors, and any officer
elected or appointed by the Board of Directors may be remove at any time by the
Board of Directors for cause or without cause at any regular meeting.
 
 
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<PAGE>
 
 
Section 3.5       Compensation
 
         The salaries and other compensation of all officers and agents of the
Corporation shall be fixed by or in the manner prescribed by a majority of any
committee established pursuant to Article IV of these By-Laws relating to
matters of compensation.
 
 
Section 3.6       Chairman of the Board
 
         The Chairman of the Board shall be the Chief Executive Officer of the
Corporation. The Chairman of the Board shall preside at all meetings of the
shareholders and the directors. The Chairman of the Board shall have general and
active management of the business of the Corporation, shall see to it that all
resolutions and orders of the Board of Directors are carried into effect, and,
in connection therewith, shall be authorized to delegate to the President and
the other executive officers such powers and duties of the Chairman of the Board
as the Chairman of the Board may deem to be advisable.
 
 
Section 3.7       President
 
         The President shall be the chief administrative officer and chief
financial officer of the Corporation. The President shall assist the Chairman of
the Board in the management of the business of the Corporation and, in the
absence of the Chairman, shall preside at all meetings of the shareholders and
the directors and exercise the other powers and perform the other duties of the
Chairman or designate the executive officers of the Corporation by whom such
other powers shall be exercised and other duties performed; and shall have such
other powers and duties as the Board of Directors or Chairman of the Board may
from time to time prescribe. Except where by law or by order of the Board of
Directors the signature of the Chairman of the Board is required, the President
shall have the power as the Chairman of the Board to execute instruments on
behalf of the Corporation.
 
 
Section 3.8       Vice President
 
         The Vice President, if any, or, if there shall be more than one, each
Vice President, shall have such powers and shall perform such duties as may from
time to time be assigned by the Board of Directors
 
 
Section 3.9       Secretary
 
 
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<PAGE>
 
 
         The Secretary shall attend all meetings of the shareholders and all
meetings of the Board of Directors and shall record all proceedings taken at
such meetings in a book to be kept for that purpose; the Secretary shall see
that all notices of meetings of shareholders and special meetings of the Board
of Directors are duly given in accordance with the provisions of these By-Laws
or as required by law; the Secretary shall be the custodian of the records and
of the corporate seal or seals of the Corporation; the Secretary, or the
Assistant Secretary, shall have authority to affix the corporate seal or seals
to all documents, the execution of which, on behalf of the Corporation, under
its seal, is duly authorized, and when so affixed it may be attested by the
Secretary's signature or the signature of such Assistant Secretary; and in
general, the Secretary shall perform all duties incident to the office of the
Secretary of a corporation, and such other duties as the Board of Directors may
from time to time prescribe. The Board of Directors may give general authority
to any other officer to affix the Seal of Corporation and to attest the affixing
by signature.
 
 
Section 3.10      Treasurer
 
         The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation and shall deposit, or
cause to be deposited, in the name and to the credit of the Corporation, all
moneys and valuable effects in such banks, trust companies, or other
depositories as shall from time to time be selected by the Board of Directors.
The Treasurer shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation; shall render to the
Chairman of the Board and to each member of the Board of Directors, whenever
requested, an account of all transactions as Treasurer and of the financial
condition of the Corporation; in general; shall perform all of the duties
incident to the office of the Treasurer of the Corporation, and such other
duties as the Board of Directors may from time to time prescribe.
 
 
 
                                   ARTICLE IV
 
                       RESIGNATION, REMOVAL AND VACANCIES
 
 
Section 4.1       Resignations
 
         Any director or officer of the Corporation, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or if the time be
not specified therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.
 
 
Section 4.2       Removals
 
 
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<PAGE>
 
 
         The Board of Directors, by vote of not less than a majority of the
entire Board, at any meeting thereof, or by written consent, at any time, may,
to extent permitted by law, remove with or without cause from office or
terminate the employment of any officer or member of any committee and may, with
or without cause, disband any committee.
 
         Any director on the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares entitled at the time
to vote at an election of directors.
 
         Any director elected by the holders of any class or series of shares
entitled at the time to vote as a class at an election of directors may be
removed without cause by the holders of a majority of such class or series of
shares, voting as a class and may be removed with cause by holders of a majority
of the shares to vote at an election of directors.
 
 
Section 4.3       Vacancies
 
         Any vacancy in the office of any director or officer through death,
resignation, removal, disqualification, or other cause, and any additional
directorship resulting form increase in the number of directors, may be filled
at any time by a majority of the directors then in office (even though less than
a quorum remains) or, in the case of any vacancy in the office of any director,
by the stockholders, and, subject to the provisions of the Article IV, the
person so chosen shall hold office until a successor shall have been elected and
qualified; or, if the person so chose is a director elected to fill a vacancy,
such person shall (subject to the provisions of this Article IV) hold office for
the unexpired term of the predecessor.
 
 
 
                                    ARTICLE V
 
                                  CAPITAL STOCK
 
 
Section 5.1        Stock Certificates
 
         The certificate for shares of the capital stock of the Corporation
shall be in such form as shall be prescribed by law and approved, from time to
time, by the Board of Directors.
 
 
Section 5.2       Transfer of Shares
 
 
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<PAGE>
 
 
         Shares of the capital stock of the Corporation may be transferred in
the books of the Corporation only by the holder of such shares or by the
holder's duly authorized attorney, upon the surrender to the Corporation or its
transfer agent of the certificate representing such stock properly endorsed.
 
 
Section 5.3       Fixing Record Date
 
         In order that the Corporation may determine the stockholders entitled
to notice of or to vote any meeting of stockholders or any adjournment thereof
(or to express consent to corporate action in writing without a meeting), or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which, unless
otherwise provided by law, shall not be more that sixty days nor less that ten
days before the date of such meeting, nor more than sixty days prior to any
other action.
 
 
Section 5.4        Lost Certificates
 
         The Board of Directors or any transfer agent of the Corporation may
direct a new certificate or certificates representing stock of the Corporation
to be issued in place of any certificate or certificates therefore issued by the
Corporation, alleged to have been lost, stolen or destroyed, upon making of an
affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors (or any transfer agent of the Corporation authorized to
do so by a resolution of the Board of Directors) may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen, or destroyed certificate or certificates, or the owner's legal
representative, to give the Corporation a bond in such sum as the Board of
Directors (or any transfer agent authorized) shall direct to indemnify the
Corporation against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed or
the issuance of such new certificates, and such requirement may be general or
confined to specific instances.
 
 
Section 5.5       Regulation
 
         The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
resignation, cancellation, and replacement of certificates representing stock of
the Corporation.
 
                                   ARTICLE VI
 
                                 INDEMNIFICATION
 
 
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Section 6.1       Mandatory Indemnification
 
         The Corporation shall indemnify, to the fullest extent permitted by
Delaware law, any person who was or is a defendant or is threatened to be made a
defendant to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person:
 
(a)                Is or was a director, officer or employee of the Corporation;
                   or
(b)                Is or was a director, officer or employee of the Corporation
                   and is or was serving at the request of the Corporation as a
                   director, trustee, member, member representative, officer,
                   employee or agent of another corporation, partnership,
                   limited liability company, joint venture, trust or other
                   enterprise; or
(c)                Is or was serving at the request of the Corporation as a
                   director, trustee, member, member representative, officer,
                   employee or agent of another corporation, partnership,
                   limited liability company, joint venture, trust or other
                   enterprise
 
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually incurred by such person in connection with such action,
suit or proceeding.
 
Section 6.2       Permitted Indemnification
 
         The Corporation may indemnify, to the fullest extent permitted by
Delaware lw, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person:
 
(a) Is or was a director, officer, employee or agent of the Corporation; or (b)
Is or was serving at the request of the Corporation as a director, trustee,
member, member
                  representative, officer, employee or agent of another
                  corporation, partnership, limited liability company, joint
                  venture, trust or other enterprise;
 
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually incurred by such person in connection with such action,
suit or proceeding.
 
Section 6.3       Expenses Payable in Advance
 
         Expenses (including attorneys' fees) incurred by any person who is or
was a director or officer of the Corporation, or any person who is or was
serving at the request of the Corporation as a director, trustee, member, member
representative or officer of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, in defending or investigating
a threatened or pending action, suit or proceeding, whether civil, criminal,
 
 
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<PAGE>
 
 
administrative or investigative, shall be paid by the Corporation to the fullest
extent permitted by Delaware law in advance of the final disposition of such
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
such person to repay such amount if it ultimately shall be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VI. Such expenses incurred by any person who is was an employee or
agent of the Corporation, or any person who is or was serving at the request of
the Corporation as an employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or enterprise may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
 
Section 6.4 Judicial  Determination  of Mandatory  Indemnification  or Mandatory
Advancement of Expenses
 
         Any person may apply to any court of competent jurisdiction in the
State of Delaware to order indemnification or advancement of expenses to the
extent mandated under Sections 6.1 or 6.3 above. The basis of such order of
indemnification or advancement of expenses by a court shall be a determination
by such court that indemnification of, or advancement of expenses to, such
person is proper in the circumstances. Notice of any application for
indemnification or advancement of expenses pursuant to this Section 6.4 shall be
given to the Corporation promptly upon the filing of such application. The
burden of proving that such person is not entitled to such mandatory
indemnification or mandatory advancement of expenses, or that the Corporation is
entitled to recover the mandatory advancement of expenses pursuant to the terms
of an undertaking shall be on the Corporation. If successful in whole or in part
in obtaining an order for mandatory indemnification or mandatory advancement of
expenses, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, such person shall also be
entitled to be paid all costs (including attorneys' fees and expenses) in
connection therewith.
 
Section 6.5       Nonexclusivity
 
         The indemnification and advancement of expenses mandated or permitted
by, or granted pursuant to, this Article VI shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-Law, agreement, contract, vote of stockholders or
disinterested directors, or pursuant to the direction (howsoever embodied) of
any court of competent jurisdiction or otherwise both as to action by the person
in an official capacity and as to action in another capacity while holding such
office. The provisions of this Article VII shall not be deemed to preclude the
indemnification of any person who is not specified in this Article VI, but whom
the Corporation has the power or obligation to indemnify under Delaware law or
otherwise.
 
Section 6.6       Insurance
 
 
                                       13
 
 
<PAGE>
 
 
         The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
trustee, member, member representative, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise whether or not the Corporation would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article VI.
 
Section 6.7       Definitions
 
         For the purposes of this Article VI references to "the Corporation"
shall include, in addition to the resulting company, any constituent company
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, trustees, members, member
representatives, employees or agents, so that any person who is or was a
director, officer, trustee, member, member representative, employee or agent of
such constituent company, or is or was serving at the request of such
constituent company as a director, officer, trustee, member, member
representative, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, shall stand in the
same position under the provisions of this Article VI with respect to the
resulting or surviving company as such person would have with respect to such
constituent company if its separate existence had continued. The term "other
enterprise" as used in this Article VI shall include employee benefit plans. The
phrase "serving at the request of the Company" shall include any service as a
director, officer, trustee, member, member representative, employee or agent
that imposes duties on, or involves services by, such director, officer,
trustee, member, member representative, employee or agent with respect to any
employee benefit plan, its participants or beneficiaries.
 
Section 6.8       Survival
 
         The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI shall continue as to a person who has ceased to be
a director, officer, employee or agent of the Corporation, and to a person who
has ceased to serve at the request of the Corporation as a director, officer,
trustee, member, member representative, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise, and, in each case, shall inure to the benefit of the heirs,
executors and administrators of such person.
 
Section 6.9       Repeal, Amendment or Modification
 
         Any repeal, amendment or modification of this Article VI shall not
affect any rights or obligations then existing between the Corporation and any
person referred to in this Article VI with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore brought based
in whole or in part upon such state of facts.
 
 
                                       14
 
 
<PAGE>
 
 
 
 
                                   ARTICLE VII
 
                                  MISCELLANEOUS
 
 
 
Section 7.1       Corporate Seal
 
         The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Delaware" and shall be in such form as may be approved from time to time by the
Board of Directors.
 
 
Section 7.2       Fiscal Year
 
         The fiscal year of the Corporation shall begin on the 1st day of
January in each year and terminate on the 31st day of December in each
succeeding year.
 
 
Section 7.3       Notices and Waivers Thereof
 
         Whenever any notice whatever is required by law, the Certificate of
Incorporation, or these By-Laws to be given to any stockholder, director, or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, or, in the case of directors or officers, by telegram,
cable, or radiogram, addressed to such address as appears on the books of the
Corporation. Any notice given by telegram, cable, or radiogram shall be deemed
to have been given when it shall have been delivered for transmission and any
notice given by mail shall be deemed to have been given when it shall have been
deposited in the United States mail with postage thereon prepaid.
 
         Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these By-Laws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.
 
 
Section 7.4       Stock of Other Corporations or Other Interests
 
         Unless otherwise ordered by the Board of Directors, the President, the
Secretary, and such attorneys or agents of the Corporation as may be from time
to time authorized by the Board of Directors or the President, shall have full
power and authority on behalf of this Corporation to attend and to act and vote
in person or by proxy at any meeting of the holders of securities of any
 
 
                                       15
 
 
<PAGE>
 
 
corporation or other entity in which this Corporation may own or hold shares or
other securities, and at such meetings shall possess and may exercise all the
rights and powers incident to the ownership of such shares or other securities
which this Corporation, as the owner or holder thereof, might have possessed and
exercised if present. The Chairman, President, Secretary, or such attorneys or
agents, may also execute and deliver on behalf of this Corporation powers of
attorney, proxies, consents, waivers, and other instruments relating to the
shares or securities owned or held by this Corporation.
 
 
 
                                  ARTICLE VIII
 
                                   AMENDMENTS
 
 
 
         The holders of the shares entitled at the time to vote for the election
of directors shall have power to adopt, amend, or repeal the By-Laws of the
Corporation by vote of not less than a majority of such shares, and except as
otherwise provided by law, the Board of Directors shall have power equal in all
respects to that of the stockholders to adopt, amend, or repeal the By-Laws by
vote of not less than a majority of the entire Board. However, any By-Laws
adopted by the Board may be amended or repealed by vote of the holders of a
majority of the shares entitled at the time to vote for the election of
directors.
 
 
 
 
 
 
Per October 12, 2006 8-K:
 
                AMENDMENTS TO THE BY-LAWS OF DHB INDUSTRIES, INC.
 
                                 October 6, 2006
 
The following  section  reference  and title shall be inserted  before the first
paragraph of Section 1.1, "(a) GENERAL" and the second  paragraph of Section 1.1
shall be deleted in its entirety and the following paragraph shall be added:
 
         "(b) ADVANCE NOTICE PROCEDURES. Subject to the rights of holders of any
         series of Preferred Stock established pursuant to the provisions of the
         Amended and Restated Certificate of Incorporation,  nominations for the
         election of  directors  and business  proposed to be brought  before an
         annual meeting of stockholders may be made by the Board of Directors or
         a committee appointed by the Board of Directors,  or by any stockholder
         entitled to vote generally in the election of directors; provided, that
         any such  stockholder  may nominate one or more persons for election as
         directors at an annual meeting or propose business to be brought before
         an annual meeting,  or both, only if such  stockholder has given timely
         notice  in  proper  written  form of his or her  intent  to  make  such
         nomination or nominations or to propose such business.  To be timely, a
         stockholder's notice must be delivered to or mailed and received by the
         Secretary  of the  Corporation  not less  than 60 days nor more than 90
         days prior to the annual meeting; provided,  however, that in the event
         that less than 70 days' notice or prior public  disclosure  of the date
         of the  meeting  is  given  or  made  to  stockholders,  notice  by the
         stockholder  to be timely must be so received  not later than the close
         of business on the tenth day  following the day on which such notice of
         the date of the meeting was mailed or such public  disclosure was made,
         whichever  occurs first.  To be in proper written form, a stockholder's
         notice to the Secretary shall set forth:
 
                  (i) the name and  address of the  stockholder  who  intends to
         make the  nominations  or propose  the  business  as they appear on the
         Corporation's  books and,  as the case may be, of the person or persons
         to be nominated or of the business to be proposed;
 
                  (ii) a  representation  that the  stockholder  is a holder  of
         record of stock of the  Corporation  entitled  to vote at such  meeting
         and,  if  applicable,  intends  to  appear in person or by proxy at the
         meeting to nominate the person or persons specified in the notice;
 
                  (iii) if  applicable,  a description  of all  arrangements  or
         understandings  between the  stockholder and each nominee and any other
         person or persons (naming such person or persons) pursuant to which the
         nomination or nominations are to be made by the stockholder;
 
                  (iv) such other  information  regarding  each  nominee or each
         matter of  business  to be  proposed  by such  stockholder  as would be
         required  to be  included in a proxy  statement  filed  pursuant to the
         proxy rules of the Securities  and Exchange  Commission had the nominee
         been  nominated,  or  intended  to be  nominated,  or the  matter  been
 
                                       1
<PAGE>
 
                                                                         Ex. 3.2
 
         proposed,  or intended to be proposed,  by the Board of Directors,  and
         such other  information  about the  nominee  as the Board of  Directors
         deems appropriate,  including,  without limitation,  the nominee's age,
         business and residence  addresses,  principal  occupation and the class
         and number of shares of Common Stock beneficially owned by the nominee,
         or such other  information  about the business to be proposed and about
         the stockholder making such business proposal before the annual meeting
         as  the  Board  of  Directors  deems  appropriate,  including,  without
         limitation, the class and number of shares of Common Stock beneficially
         owned by such stockholder; and
 
                   (v) if  applicable,  the consent of each  nominee to serve as
         director of the Corporation if so elected.
 
         The chairman of the meeting may refuse to acknowledge the nomination of
         any person or the proposal of any business not made in compliance  with
         the foregoing procedure."
 
Section 1.2 shall be deleted in its entirety and replaced with the following:
 
         "SPECIAL  MEETINGS  OF  STOCKHOLDERS.  Except  as  required  by law and
         subject to the rights of the holders of any series of  Preferred  Stock
         of  the  Corporation  established  pursuant  to the  provisions  of the
         Certificate of  Incorporation,  special meetings of stockholders may be
         called only by the Board of Directors pursuant to a resolution approved
         by a majority  of the then  authorized  number of  directors  or by the
         Chairman or Co-Chairman of the Board of Directors.  Stockholders of the
         Corporation  are not permitted to call a special  meeting or to require
         that the Board of Directors or the Chairman or Co-Chairman of the Board
         of  Directors  call a special  meeting of  stockholders.  The  business
         permitted at any special  meeting of  stockholders  shall be limited to
         the business  brought  before the meeting by or at the direction of the
         Board of  Directors  or the  Chairman  or  Co-Chairman  of the Board of
         Directors."
 
Section 2.1 shall be deleted in its entirety and replaced by the following:
 
         "(a) GENERAL: TERM OF OFFICE. The business, property and affairs of the
         Corporation  shall be managed by or under the direction of the Board of
         Directors.  The  directors  shall be elected  by the  holders of shares
         entitled to vote  thereon at the annual  meeting of  stockholders,  and
         each shall serve  (subject to the  provisions  of Article IV) until the
         next succeeding  annual meeting of stockholders  and until a respective
         successor has been elected and qualified.
 
         (b)  NUMBER.  The Board of  Directors  shall  consist of not fewer than
         three (3) members and not more than nine (9)  members,  with the number
         of authorized directors being initially fixed at five (5), which number
         may be  changed  from  time to time by a  resolution  of the  Board  of
         Directors adopted by the affirmative vote of at least a majority of the
         total number of authorized  directors  most recently fixed by the Board
         of  Directors,  except  in each  case as may be  provided  pursuant  to
         resolutions  of  the  Board  of  Directors,  adopted  pursuant  to  the
         provisions of the Certificate of Incorporation, establishing any series
 
                                       2
 
<PAGE>
 
                                                                         Ex. 3.2
 
         of Preferred  Stock and granting to holders of shares of such series of
         Preferred  Stock rights to elect  additional  directors under specified
         circumstances."
 
The first  sentence of Section 2.4 shall be deleted in its entirety and replaced
by the following:
 
         "Notice of any special meeting of the Board of Directors shall be given
         to each director by the Secretary or, in the Secretary's  absence,  any
         other officer of the  Corporation (i) by giving notice to such director
         in person or by  telephone at least 24 hours in advance of the meeting,
         (ii) by sending a telegram,  telecopy,  facsimile,  telex or electronic
         mail, or delivering  written notice by hand, to a director's last known
         business,  home or electronic mail address at least 24 hours in advance
         of the meeting, or (iii) by mailing written notice to a director's last
         known  business  or home  address  at least 72  hours in  advance  of a
         meeting.  A notice or waiver of notice need not specify the purposed of
         the meeting."
 
Section 4.3 shall be deleted in its entirety and replaced with the following:
 
         "(b)  VACANCIES.  Any  vacancy  on the  Board of  Directors,  howsoever
         resulting,  including  through an increase in the number of  directors,
         shall  only be  filled by the  affirmative  vote of a  majority  of the
         remaining  directors then in office,  even if less than a quorum, or by
         the sole  remaining  director.  Any director  elected to fill a vacancy
         shall  hold  office for the same  remaining  term as that of his or her
         predecessor, or if such director was elected as a result of an increase
         in the  number  of  directors,  then  for  the  term  specified  in the
         resolution providing for such increase."