NEGOTIABLE PROMISSARY NOTE


$ 17,620,752.47                                                    November 2000


FOR VALUE RECEIVED,  the  undersigned,  DHB Capital Group Inc.,  whose corporate
offices are located at 555 Westbury  Avenue,  Carle  Place,  New York 11514 (the
"Maker")  does  hereby  promise  to pay to the  order  of  DAVID  BROOKS,  whose
residence is located at 20 Red Ground Road,  Old  Westbury,  New York 11568 (the
"Holder"),  the principal sum of Seventeen  Million Six Hundred Twenty  Thousand
Seven  Hundred Fifty Two Dollars and Forty Seven Cents,  ($17,620,752.47),  (the
"Principal"),  together  with the  interest at the rate of twelve per cent (12%)
per annum.

Principal and interest shall be due payable on November 1, 2002.

Upon any  default  hereunder,  the Maker and any signer,  guarantor  or endorser
hereof shall pay all costs of collection,  including attorney's fees, whether or
not suit is commenced,  paid or incurred in enforcing this note.  After maturity
or in the event of default  this Note shall bear  interest at the rate of 6% per
annum greater than the set forth above.

All  Principal  and interest  hereunder is payable in lawful money of the United
States of America at the residence of the Holder at the address shown above,  or
at such other place as may be  designated  in writing by the Holder of the Note,
in immediately available funds.

No delay or omission  on the pat of the Holder  hereof in  exercising  any right
hereunder  shall  operate  as a waiver of such  right or a remedy on any  future
exercise therefore or the exercise provided for in this Note preclude another or
further  exercise  therefore  or the  exercise  of any  right,  power or  remedy
provided hereunder, or by law or equity or otherwise.

The Maker of this Note for itself and its legal representatives,  successors and
assigns,  hereby  expressly  waives  presentment,  demand,  protest,  notice  of
protest,  presentment  for the purpose of  accelerating  maturity,  diligence in
collection, any exemption other provision of bankruptcy laws or insolvency laws,
and  consents  that the Holder  hereof may  release or  surrender,  exchange  or
substitute any personal  property or any other  collateral  security now held or
which may  hereafter  be held as security  for the  payment of he Note,  and may
extend  the time for  payment  or  otherwise  modify the terms of payment of any
other part or the whole of the debt evidenced hereby.

All agreements  between the Maker and the Holder hereof are expressly limited so
that no contingency or event  whatsoever,  whether by reason of  acceleration of
the maturity of the  indebtedness  or otherwise,  shall cause the amount paid or
agreed to be paid to the Holder hereof for the use,  forbearance or detention of
the indebtedness  evidenced hereby to exceed the maximum permissible amount paid
or agreed to be paid to the  Holder  hereof  under  applicable  law.  If for any
circumstance  whatsoever,  fulfillment  of any  provision  hereof or at the time
performance of such provision shall be due, shall involve






transcending  the limit of the validity  prescribed  by law, then ipso facto the
obligation to be fulfilled  shall be reduced to the limit of such validity,  and
from any  circumstance  the Holder  hereof  should  ever  receive as interest an
amount  which would exceed the highest  lawful rate,  such amount which would be
excessive interest shall be applied to the reduction of the payment of interest.
As used herein, the term "applicable Law" shall mean the law in effect as of the
date hereof,  provided,  however, that in the event there is a change in the law
which results in a higher  permissible rate, then this Note shall be governed by
such new law as of its effective date.

The Holder may enter on the grid  attached to this Note,  appropriate  notations
evidencing advances and payments of the principal hereunder.

This  Note and all  transactions  hereunder  and/or  evidenced  herein  shall be
governed by, construed and enforced in accordance with the laws of the New York.

IN WITNESS WHEREOF, the Maker has caused this Note to be executed as of the date
first above written.


                                      DHB CAPITAL GROUP INC.,


                                      Name:
                                      Title: Treasurer