EXHIBIT 10.33 ASSIGNMENT OF PURCHASE AND SALE AGREEMENT BY THIS AGREEMENT dated the 22nd day of October, 1996, ARMOR HOLDINGS, INC., a Delaware corporation (the "Assignor"), hereby assigns to ARMOR HOLDINGS PROPERTIES, INC., a Delaware corporation...

                                                                  EXHIBIT 10.33


                   ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

                  BY THIS AGREEMENT dated the 22nd day of October, 1996, ARMOR
HOLDINGS, INC., a Delaware corporation (the "Assignor"), hereby assigns to
ARMOR HOLDINGS PROPERTIES, INC., a Delaware corporation (the "Assignee"), all
of Assignor's right, title and interest in and to that certain Purchase and
Sale Agreement between Assignor as Buyer and XXXXX/SKYLAND JOINT VENTURE, LTD.
as Seller dated October ___, 1996. This assignment is authorized by Paragraph
18 of the said Purchase and Sale Agreement.

                  All other terms and provisions of the Purchase and Sale
Agreement shall remain in full force and effect and the Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors
and assigns.



ARMOR HOLDINGS, INC.                      ARMOR HOLDINGS PROPERTIES, INC.



By:__________________________             By:____________________________

   --------------------------                ----------------------------
          Its________________                       Its__________________



                  XXXXX/SKYLAND JOINT VENTURE, LTD. joins herein to
evidence its consent to and receipt of notice of the foregoing assignment.

                  Dated this 22nd day of October, 1996.



                                          XXXXX/SKYLAND JOINT
                                                  VENTURE, LTD.



                                          By:___________________________
 
                                             ---------------------------
                                                    Its_________________