BYLAWS



                                       OF



                        AHI BULLETPROOF ACQUISITION CORP.



                                        A



                              DELAWARE CORPORATION



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



                                    ARTICLE I

                                  Stockholders



      SECTION 1. Annual Meetings. The annual meeting of Stockholders for the

purpose of electing directors and for the transaction of such other business as

may be brought before the meeting shall be held at such time and such place

within or without the State of Delaware as shall be fixed, from time to time, by

the Board of Directors and stated in the notice of the meeting. Each successive

annual meeting shall be held on a date within thirteen months after the date of

the preceding annual meeting.



      SECTION 2. Special Meetings. Special meetings of the stockholders may be

called at any time by the Chief Executive Officer, Chairman of the Board, a

majority of the Board of Directors or by a majority of the stockholders of

record of all shares entitled to vote. Special meetings shall be held on the

date and at the time and place either within or without the State of Delaware as

specified in the notice thereof.



      SECTION 3. Notice of Meetings. Except as otherwise expressly required by

law or the Certificate of Incorporation, written notice stating the place and

time of the meeting and the purpose or purposes of such meeting, shall be given

by the Secretary to each stockholder entitled to vote thereat at his address as

it appears on the records of the Corporation not less than ten (10) nor more

than sixty (60) days prior to the meeting. Notice of any meeting of stockholders

shall not be required to be given to any stockholder who shall attend such

meeting in person or by proxy; and if any stockholder shall, in person or by

attorney thereunto duly authorized, waive notice of any meeting, in writing or

by telephone or facsimile, whether before or after such meeting be held, the

notice thereof need not be given to him. The attendance of any stockholder at a

meeting, in person or by proxy, without protesting prior to the conclusion of

the meeting the lack of notice of such meeting, shall constitute a waiver of

notice by him. Notice of any adjourned meeting of stockholders need not be given

except as provided in SECTION 5 of this Article I.



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      SECTION 4. Quorum. Subject to the provisions of law in respect of the vote

that shall be required for a specific action, the number of shares the holders

of which shall be present or represented by proxy at any meeting of stockholders

in order to constitute a quorum for the transaction of any business shall be at

least thirty three and one-third (33-1/3) percent of the total number of shares

issued and outstanding and entitled to vote at such meeting. Where a separate

vote by a class or classes is required, thirty three and one-third (33-1/3) of

the total number of the outstanding shares of such class or classes, present in

person or represented by proxy, shall constitute a quorum to take action with

respect to that vote on that matter.



      SECTION 5. Adjournment. At any meeting of stockholders, whether or not

there shall be a quorum present, the holders of a majority of the shares present

and entitled to vote at the meeting, whether present in person at the meeting or

represented by proxy at the meeting, may adjourn the meeting from time to time.

Except as provided by law, notice of such adjourned meeting need not be given

otherwise than by announcement of the time and place of such adjourned meeting

at the meeting at which the adjournment is taken. At any adjourned meeting at

which a quorum shall be present, any business may be transacted which might have

been transacted at the meeting as originally called but only those stockholders

entitled to vote at the meeting as originally noticed shall be entitled to vote

at any adjournment or adjournments thereof.



      SECTION 6. Organization. The Chairman of the Board or, in his absence or

non-election, the Vice Chairman or, in his absence or non-election, the

President or, in the absence of the foregoing officers, a Vice President shall

call meetings of the stockholders to order and shall act as Chairman of such

meetings. In the absence of all of the foregoing officers, holders of a majority

in number of the shares of the capital stock of the Corporation present in

person or represented by proxy and entitled to vote at such meeting shall elect

a Chairman, who may be the Secretary of the Corporation. The Secretary of the

Corporation shall act as secretary of all meetings of the stockholders; but in

the absence of the Secretary, the Chairman may appoint any person to act as

secretary of the meeting.



      SECTION 7. Voting. Each stockholder shall, except as otherwise provided by

law or by the Certificate of Incorporation, at every meeting of the stockholders

be entitled to one vote in person or by proxy for each share of capital stock

entitled to vote held by such stockholder, but no proxy shall be voted on after

three years from its date, unless said proxy provides for a longer period.

Directors shall be elected by a plurality of the votes of the shares present in

person or represented by proxy at the meeting and entitled to vote on the

election of directors. Any other action shall be authorized by a vote of a

majority of the votes cast except as may be otherwise prescribed by law, the

Certificate of Incorporation or these By-laws. Voting need not be by ballot,

unless the Board of Directors in its discretion, or the officer of the

Corporation presiding at a meeting of stockholders, in his or her discretion,

may require that any votes cast at such meeting shall be cast by written ballot

and except as otherwise required by Article II of these By-laws.



      SECTION 8. Stockholders List. The officer of the Corporation who has

charge of the stock ledger of the Corporation shall prepare and make a complete

list of the stockholders entitled to vote at any meeting of stockholders,

arranged in alphabetical order with the address of each and the





                                        2



{PAGE}



number of shares held by each, which list shall be open to the examination of

any stockholder, for any purpose germane to the meeting during ordinary business

hours, for a period of at least ten days prior to the meeting, either at a place

within the city where the meeting is to be held, which place shall be specified

in the notice of the meeting, or, if not so specified, at the place where the

meeting is to be held. The list shall also be produced and kept at the time and

place of the meeting during the whole thereof and may be inspected by any

stockholder who is present. The stock ledger of the Corporation shall be the

only evidence as to who are the stockholders entitled to examine the ledger, the

list required by this Section 8 of Article I or the books of the Corporation, or

to vote in person or by proxy at any meeting of stockholders.



      SECTION 9. Address of Stockholders. Each stockholder shall designate to

the Secretary of the Corporation an address at which notices of meetings and all

other corporate notices may be served upon or mailed to him, and if any

stockholder shall fail to designate such address, corporate notices may be

served upon him by mail directed to him at his last known post office address.



      SECTION 10. Inspectors of Election. The Board of Directors may at any time

appoint one or more persons to serve as Inspectors of Election at the next

succeeding annual meeting of stockholders or at any other meeting or meetings

and the Board of Directors may at any time fill any vacancy in the office of

Inspector. If the Board of Directors fails to appoint Inspectors, his office

becomes vacant and be not filled by the Board of Directors, the Chairman of any

meeting of the stockholders may appoint one or more temporary Inspectors for

such meeting. All proxies shall be filed with the Secretary of the Corporation

or the Inspectors of Election of the meeting before being voted upon.



      SECTION 11. Action by Consent. Unless otherwise provided in the

Certificate of Incorporation any action required or permitted to be taken at any

meeting of stockholders may be taken without a meeting, without prior notice and

without a vote if a consent in writing, setting forth the action so taken, shall

be signed by the holders of all of the outstanding voting stock of the

Corporation. In addition, any action required or permitted to be taken at any

annual or special meeting of stockholders may be taken without a meeting,

without prior notice and without a vote, if a consent in writing, setting forth

the action so taken, shall be signed by the holders of outstanding stock having

not less than the minimum number of votes that would be necessary to authorize

or take such action at a meeting at which all shares entitled to vote thereon

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