S-3/A

As filed with the Securities and Exchange Commission on May 26, 2004

Registration File No.: 333- 113834

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ARMOR HOLDINGS, INC.

(Exact name of registrant as specified in charter)

DELAWARE (State or other jurisdiction of incorporation or organization)				59-3392443 (I.R.S. Employer Identification No.)
1400 MARSH LANDING PARKWAY, SUITE 112 JACKSONVILLE, FL 32250 (904) 741-5400

(Address, including zip code and telephone number, including area
code, of registrant's principal executive offices)

FOR CO-REGISTRANTS, SEE "TABLE OF ADDITIONAL REGISTRANTS" BELOW.

WARREN B. KANDERS, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ARMOR HOLDINGS, INC.
1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FLORIDA
(904) 741-5400
(Name, Address, including zip code and telephone number, including
area code, of agent for service of process)

with copies to:
ROBERT L. LAWRENCE, ESQ.
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
(212) 541-6222

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after the effective date of this Registration Statement, as determined by the Registrant.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than the securities offered only in connection with dividend or interest reinvestment plans, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED

AMOUNT TO BE REGISTERED(1)(2)

PROPOSED MAXIMUM OFFERING PRICE PER UNIT(1)(2)

PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1)(2)

AMOUNT OF REGISTRATION FEE(1)(3)

Primary Offering:

Debt Securities (4)

Guarantees of Debt Securities (4)(5)

Common Stock, par value $.01 per share (6)

Preferred Stock, par value $.01 per share (7)

Warrants

Primary Offering Subtotal:

$500,000,000

$500,000,000

$63,350

Secondary Offering:

Common Stock, par value $.01 per share

1,000,000 shares

$35.11(8)

$35,110,000

$4,449

Total

$535,110,000

$67,799*

(1)	Pursuant to General Instruction II.D. of Form S-3, the table lists each of the classes of securities being registered and the aggregate proceeds to be raised, but does not specify by each class information as to the amount to be registered, proposed maximum offering price per unit, and proposed maximum aggregate offering price.

(2)	Such amount in U.S. dollars or the equivalent thereof in foreign currencies, foreign currency units or composite currencies as shall result in an aggregate initial offering price for all securities of $500,000,000. Estimated solely for the purpose of calculating the registration fee.

(3)	Pursuant to Rule 457(o), the registration fee has been calculated on the basis of the maximum aggregate offering price of the securities listed.

(4)	Any series of debt securities may be guaranteed by one or more co-registrants. If any debt securities are issued at an original issue discount, then such greater amount as may be sold for an aggregate initial offering price of up to the proposed maximum aggregate offering price.

(5)	Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

(6)

Shares of common stock may be issued separately or upon conversion of any of the debt securities, preferred stock, or warrants, each of which are registered hereby. Shares of common stock issued upon conversion of the debt securities and the preferred stock will be issued without the payment of additional consideration. The aggregate amount of common stock registered hereunder is limited, solely for the purpose of any at the market offering, to that which is permissible under Rule 415(a)(4) of the Securities Act of 1933, as amended.

(7)	Shares of preferred stock may be issued separately or upon conversion of either of the debt securities or warrants, each of which are registered hereby. Shares of preferred stock issued upon conversion of the debt securities will be issued without the payment of additional consideration.

(8)	Estimated pursuant to Rule 457(c).

*	$63,350 of the registration fee was paid on March 22, 2004.

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

NAME

STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION

I.R.S. EMPLOYER IDENTIFICATION NUMBER

ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE

911EP, Inc.

Delaware

13-4213473

*

AHI Bulletproof Acquisition Corp.

Delaware

05-0592796

*

AHI Properties I, Inc.

Delaware

01-0718252

*

AI Capital Corp.

Arizona

86-0768865

*

Armor Brands, Inc.

Delaware

80-0051043

*

ArmorGroup Services, LLC

Delaware

52-2295786

*

Armor Holdings Forensics, L.L.C.

Delaware

59-3678749

*

Armor Holdings GP, LLC

Delaware

59-3678751

*

Armor Holdings LP, LLC

Delaware

59-3678750

*

Armor Holdings Mobile Security, L.L.C.

Delaware

59-3753134

*

Armor Holdings Payroll Services, LLC

Delaware

42-1563404

*

Armor Holdings Products, L.L.C.

Delaware

59-2044869

*

Armor Holdings Properties, Inc.

Delaware

59-3410197

*

Armor Safety Products Company

Delaware

43-1960312

*

B-Square, Inc.

Texas

75-2508507

*

Break-Free Armor Corp.

Delaware

05-0592799

*

Break-Free, Inc.

Delaware

33-0367696

*

Casco International, Inc.

New Hampshire

02-0361726

*

CCEC Capital Corp.

Arizona

86-0763929

*

CDR International, Inc.

Delaware

56-2010802

*

Defense Technology Corporation of America

Delaware

83-0318312

*

Hatch Imports, Inc.

California

95-2497492

*

Identicator, Inc.

Delaware

59-3756251

*

International Center for Safety Education, Inc.

Arizona

86-0787589

*

Monadnock Lifetime Products, Inc.

Delaware

02-0528875

*

Monadnock Lifetime Products, Inc.

New Hampshire

02-0303656

*

Monadnock Police Training Council, Inc.

New Hampshire

02-0423584

*

NAP Properties, Ltd.

California

95-4230863

*

NAP Property Managers, LLC

California

33-0755818

*

New Technologies Armor, Inc.

Delaware

93-1221356

*

NAME

STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION

I.R.S. EMPLOYER IDENTIFICATION NUMBER

ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE

ODV Holdings Corp.

Delaware

81-0644583

*

O'Gara-Hess & Eisenhardt Armoring Company, L.L.C.

Delaware

31-1258139

*

Pro-Tech Armored Products of Massachusetts, Inc.

Massachusetts

04-2989918

*

Ramtech Development Corp.

Delaware

05-0592801

*

Safari Land Ltd., Inc.

California

95-2291390

*

Safariland Government Sales, Inc.

California

33-0798807

*

SAI Capital Corp.

Arizona

86-0772587

*

Simula Aerospace & Defense Group, Inc.

Arizona

86-0742551

*

Simula, Inc.

Arizona

86-0320129

*

Simula Polymers Systems, Inc.

Arizona

86-0979231

*

Simula Technologies, Inc.

Arizona

86-0842935

*

Speedfeed Acquisition Corp.

Delaware

03-0419829

*

The O'Gara Company

Ohio

31-1726886

*

*	The name, address, including zip code, and telephone number of the agent for service of process is Warren B. Kanders at 1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250, telephone number (904) 741-5400.

The information in this prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission, in which this prospectus is included, is effective. This prospectus is not an offer to sell the securities described herein and it is not soliciting an offer to buy the securities described herein in any state where the offer or sale is not permitted.

Subject to Completion, dated May 26, 2004.

PROSPECTUS

ARMOR HOLDINGS, INC.

$500,000,000

Debt Securities, Common Stock,
Preferred Stock and Warrants

We may, from time to time, sell up to $500,000,000 aggregate initial offering price of:

•	our debt securities, in one or more series, which may be either senior debt securities, senior subordinated debt securities, subordinated debt securities or debt securities with any other ranking;

•	shares of our common stock, par value $0.01 per share;

•	shares of our preferred stock, par value $0.01 per share, in one or more series;

•	warrants to purchase our debt or equity securities; or

•	any combination of the foregoing.

This prospectus also covers guarantees, if any, of our payment obligations under any debt securities, which may be given by certain of our subsidiaries, on terms to be determined at the time of the offering. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. Before you invest, you should carefully read this prospectus, any prospectus supplement, the documents incorporated or deemed to be incorporated by referenced in this prospectus and the additional information described under "Where You Can Find More Information."

This prospectus also covers the sale by the selling stockholders of up to 1,000,000 shares of our common stock.

This prospectus provides a general description of the securities we or the selling stockholders may offer. The specific terms of the securities offered by this prospectus will be set forth in a supplement to this prospectus and will include, among other things:

•	in the case of common stock, the number of shares, purchase price, and terms of the offering and sale thereof;

•	in the case of preferred stock, the number of shares, purchase price, the designation and relative rights, preferences, limitations and restrictions, and the terms of the offering and sale thereof;

•	in the case of debt securities, the specific designation, aggregate principal amount, purchase price, maturity, interest rate, time of payment of interest, terms (if any) for the subordination or redemption thereof, and any other specific terms of the debt securities; and

•	in the case of warrants, the title, aggregate number, price at which it will be issued, exercise price, and designation, aggregate principal amount and terms of the securities issuable upon exercise of the warrants.

We and any selling stockholder may sell these securities directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We and the selling stockholders reserve the sole right to accept, and together with our agents, dealers and underwriters reserve the right to reject, in whole or in part any proposed purchase of securities to be made directly or through agents, underwriters or dealers. If our agents or any dealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth any applicable commissions or discounts.

Under the shelf registration process, the selling stockholders listed herein may sell up to a total of 1,000,000 shares of common stock under this prospectus. The number of shares of common stock to be offered by each of the selling stockholders is set forth in the section of this prospectus titled "Selling Stockholders." We will not receive any proceeds from the sale of any shares by the selling stockholders.

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

Our common stock trades on the New York Stock Exchange under the symbol "AH." On May 25, 2004, the last reported sale price of our shares on the New York Stock Exchange was $37.85 per share.

Please refer to "Risk Factors" beginning on page 6 of this prospectus and in any prospectus supplement for a description of the risks you should consider when evaluating this investment.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY OTHER PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                  , 2004.

TABLE OF CONTENTS

				Page
SUMMARY				4
RISK FACTORS				6
Risks Related to Our Industry				6
The products we sell are inherently risky and could give rise to product liability and other claims				6
We are subject to extensive government regulation and our failure or inability to comply with these regulations could materially restrict our operations and subject us to substantial penalties				7
We have significant international operations and assets, and therefore, are subject to additional financial and regulatory risks				8
Risks Related to Our Business				9
Many of our customers have fluctuating budgets which may cause substantial fluctuations in our results of operations				9
The loss of, or a significant reduction in, U.S. military business would have a material adverse effect on us				9
We may lose money or generate less than expected profits on our fixed-price contracts				10
Our business is subject to various laws and regulations favoring the U.S. government's contractual position, and our failure to comply with such laws and regulations could harm our operating results and prospects				10
Our markets are highly competitive, and, if we are unable to compete effectively, we will be adversely affected				10
There are limited sources for some of our raw materials which may significantly curtail our manufacturing operations				10
We may be unable to complete or integrate acquisitions effectively, if at all, and as a result may incur unanticipated costs or liabilities or operational difficulties				11
Our resources may be insufficient to manage the demands imposed by our growth				11
We depend on industry relationships				12
We may be unable to protect our proprietary technology, including the technologies we use to furnish the up-armoring of HMMWVS				12
Technological advances, the introduction of new products, and new design and manufacturing techniques could adversely affect our operations unless we are able to adapt to the resulting change in conditions				12
We may be adversely affected by applicable environmental laws and regulations				13
Risks Related to Ownership of Our Common Stock				13
Delaware law may limit possible takeovers				13
Our certificate of incorporation authorizes the issuance of shares of blank check preferred stock				13
The market price for our common stock is volatile				14

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				Page
We may issue a substantial amount of our common stock in connection with future acquisitions and the sale of those shares could adversely affect our stock price				14
Our stock price may be adversely affected when additional shares are sold				14
Our debt agreements restrict our ability to pay dividends or make other distributions to our stockholders				14
We have a high level of debt				14
Risks Relating to the Debt Securities				16
Our significant indebtedness could adversely affect our financial health, and prevent us from fulfilling our obligations under any debt securities we issue				16
Not all of our subsidiaries may guarantee our obligations under any debt securities we issue, and the assets of the non-guarantor subsidiaries may not be available to make payments on any debt securities we issue				16
We will require a significant amount of cash to service our indebtedness and our ability to generate cash depends on many factors beyond our control				16
Covenants in our debt agreements restrict our activities and could adversely affect our business				17
A public market for the debt securities may not develop				18
Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of debt securities to return payments received from guarantors				18
THE COMPANY				19
RECENT DEVELOPMENTS				20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE				21
FORWARD-LOOKING STATEMENTS				22
USE OF PROCEEDS				24
RATIO OF EARNINGS TO FIXED CHARGES				24
DESCRIPTION OF THE DEBT SECURITIES				24
DESCRIPTION OF CAPITAL STOCK				26
DESCRIPTION OF WARRANTS				27
DESCRIPTION OF SENIOR INDEBTEDNESS				27
DESCRIPTION OF SENIOR SUBORDINATED NOTES				28
SELLING STOCKHOLDERS				30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS				31
PLAN OF DISTRIBUTION				32
WHERE YOU CAN FIND MORE INFORMATION				33
EXPERTS				34
LEGAL MATTERS				34

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SUMMARY

This prospectus is part of a registration statement that Armor Holdings, Inc. and the co-registrants (collectively, the "registrants") filed with the Securities and Exchange Commission (the "Commission") utilizing a "shelf" registration process pursuant to the Securities Act of 1933, as amended (the "Securities Act"). Under this shelf registration process, the registrants may, from time to time, sell any combination of debt securities, common stock, preferred stock and warrants, as described in this prospectus, in one or more offerings up to a total dollar amount of $500,000,000 or the equivalent thereof on the date of issuance in one or more foreign currencies, foreign currency units or composite currencies. The selling stockholders listed herein may sell up to a total of 1,000,000 shares of common stock under this prospectus. The number of shares of common stock to be offered by each of the selling stockholders is set forth in the section of this prospectus titled "Selling Stockholders." This prospectus provides you with a general description of the securities the registrants may offer. Each time the registrants sell securities, the registrants will provide a prospectus supplement that will contain specific information about the terms of that offering. To understand the terms of our securities, you should carefully read this document with the applicable prospectus supplement, which may add, update, or change information. Together, these documents will give the specific terms of the securities we are offering. You should also read the documents we have incorporated by reference in this prospectus and in any prospectus supplement as well as the additional information described under "Where You Can Find More Information."

We have not authorized any person to give any information or to make any representation in connection with this offering other than those contained or incorporated by reference in this prospectus, and, if given or made, such information or representation must not be relied upon as having been so authorized. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy by anyone in any jurisdiction in which such offer to sell is not authorized, or in which the person is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof, that the information contained herein is correct as of any time subsequent to its date, or that any information incorporated by reference herein is correct as of any time subsequent to its date.

The Securities We May Offer

Debt Securities

The terms of each series of debt securities will be detailed or determined in the manner provided in an indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to the series, including any pricing supplement. We will set forth in a prospectus supplement (including any pricing supplement) relating to any series of debt securities being offered, among other things, the initial offering price, the aggregate principal amount, the price or prices at which we will sell the debt securities, any limit on the aggregate principal amount of the debt securities, the date or dates on which we will pay the principal on the debt securities, and the rate or rates at which the debt securities will bear interest. We have summarized general features of our debt securities under the section entitled "Description of the Debt Securities" contained in this prospectus.

Common Stock

We may issue common stock, par value $0.01 per share. Each holder of common shares is entitled to one vote per share. The holders of common shares have no preemptive or cumulative voting rights. Holders of our common stock are entitled to receive dividends when declared by our board of directors, subject to the rights of holders of our preferred shares, if any, and the terms of our senior credit facility and indenture governing our 8¼% senior subordinated notes due 2013 (the "8¼% notes"). Our senior credit facility and indenture governing the 8¼% notes contain certain financial and other covenants that limit, under certain circumstances, our ability to pay dividends or make other distributions to our stockholders. We are permitted to pay dividends and make other distributions to stockholders to the extent we satisfy the conditions, including the financial and other covenants, contained in the senior credit facility and the indenture governing the 8¼% notes.

4

Preferred Stock

We may issue preferred stock, par value $0.01 per share, in one or more series. Subject to the terms of our governing documents and applicable Delaware law, our board of directors will determine the dividend, voting, conversion and other rights and preferences of the series of preferred stock being offered.

Warrants

We may issue warrants for the purchase of debt securities, preferred stock or common stock either independently or together with other securities. Each warrant will entitle the holder to purchase the principal amount of our debt securities, or the number of shares of preferred stock or common stock, at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement.

The mailing address and telephone number of our principal executive offices are 1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250, (904) 741-5400.

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RISK FACTORS

Before you invest in any of our securities, you should be aware of various risks, including those described below. You should carefully consider these risk factors, together with all of the other information included or incorporated by reference in this prospectus and in the prospectus supplement, before you decide whether to purchase any of our securities. The risks set out below are not the only risks we face. Interested persons should carefully consider the risks described below in evaluating our company and our business, financial condition, and results of operations. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impair our business and financial situation.

If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Related to Our Industry

The products we sell are inherently risky and could give rise to product liability and other claims.

The products that we manufacture are typically used in applications and situations that involve high levels of risk of personal injury. Failure to use our products for their intended purposes, failure to use or care for them properly, or their malfunction, could result in serious bodily injury or death. Given this potential risk of injury, proper maintenance of our products is critical. Our products include: body armor and plates designed to protect against ballistic and sharp instrument penetration; less-lethal products such as less-lethal munitions, pepper sprays, distraction devices and flameless expulsion grenades; various models of police batons; rotary and fixed-wing aircraft seating systems; parachutes; vehicle and hard armoring systems; and police duty gear.

Claims have been made and are pending against certain of our subsidiaries, involving permanent physical injury and death caused by self-defense sprays and other munitions intended to be less-lethal. In addition, the manufacture and sale of certain less-lethal products may be the subject of product liability claims arising from the design, manufacture or sale of such goods. If these claims are decided against us and we are found to be liable, we may be required to pay substantial damages and our insurance costs may increase significantly as a result. Also, a significant or extended lawsuit, such as a class action, could also divert significant amounts of management's time and attention. We cannot assure you that our insurance coverage would be sufficient to cover the payment of any potential claim. In addition, we cannot assure you that this or any other insurance coverage will continue to be available or, if available, that we will be able to obtain it at a reasonable cost. Our cost of obtaining insurance coverage has risen substantially since September 11, 2001. Any material uninsured loss could have a material adverse effect on our business, financial condition and results of operations. In addition, the inability to obtain product liability coverage would prohibit us from bidding for orders from certain governmental customers since, at present, many bids from governmental entities require such coverage, and any such inability would have a material adverse effect on our business, financial condition, results of operations and liquidity.

Both private claimants and State Attorneys General have already commenced legal action against Second Chance Body Armor, Inc. ("Second Chance") a body armor manufacturer and competitor to Armor Holdings, based upon its Ultima® and Ultimax® model vests. Second Chance licenses from Simula, one of our indirect subsidiaries, a certain patented technology which is used in some of the body armor it manufactures, but to our knowledge, no lawsuit has yet been brought against Second Chance based upon this licensed technology, although a letter was received by Simula from an attorney representing a police officer who was injured while wearing a Second Chance vest alleging potential liability against Simula. In addition, the U.S. Attorney General has asked the U.S. Department of Justice to investigate the claims regarding the Zylon® vests. As Simula has licensed its technology to Second Chance, it may be impacted by the pending claims against Second Chance and the investigation being conducted by the U.S. Department of Justice. If Simula is included in the claims pending against Second Chance and the investigation being conducted by the U.S. Department

6

of Justice, we cannot assure you that any judgment, settlement or resolution against Simula will not have a material adverse effect on Simula's business, financial condition, results of operations and liquidity.

As a result of the USAG's and DOJ's initiative, the NIJ commenced an inquiry and investigation regarding the protocol for testing used vests, as well as the reliability of Zylon® and other ballistic fibers. We have consulted and continue to cooperate fully with the NIJ in this endeavor. To date, the NIJ has embarked only in its first phase of testing, which entails vests that have been heavily worn or exposed to adverse conditions, and which utilized the ballistic testing standard applicable to new vests. Although some of the vests tested, including ours, experienced some level of penetration, the NIJ specifically warned against the misuse and misinterpretation of these results, emphasizing that the data produced so far is preliminary in nature, applies to a very small sample size and therefore it is not possible to draw any definitive conclusions from these results. The NIJ will continue to conduct further testing and analyze these issues in order to determine if any conclusions can be reached as to the performance and reliability of aged vests. We have requested the NIJ to provide us with its testing data, and we intend to evaluate and review the NIJ's results upon our receipt of such data in our continuing effort to assist the NIJ in developing uniform standards for certification of new vests and the testing of used vests.

In April 2004, two class action complaints were filed in Florida state court by police organizations and individual police officers, alleging, among other things, that our vests do not have the qualities and performance characteristics as warranted, thereby breaching express warranty, implied warranty of merchantability, implied warranty of fitness for a particular purpose and duty to warn. The complaints allege no specific amount, although it has been publicly stated that they are seeking $77 million in compensatory damages. We disagree with the allegations set forth in these complaints and are vigorously defending these lawsuits. We will be seeking to dismiss the claims asserted against us, however, any adverse resolution of these matters could have a material adverse effect on our business, financial condition, results of operations and liquidity. We have also received investigative demands from state agencies in Texas and Connecticut to which we have complied, as well as letters from two private attorneys threatening potential litigation. See "Recent Developments" beginning on page 20 for a discussion of the current Zylon® investigation and certain claims asserted against us in relation thereto.

We are subject to extensive government regulation and our failure or inability to comply with these regulations could materially restrict our operations and subject us to substantial penalties.

We are subject to federal licensing requirements with respect to the sale in foreign countries of certain of our products. In addition, we are obligated to comply with a variety of federal, state and local regulations, both domestically and abroad, governing certain aspects of our operations and workplace, including regulations promulgated by, among others, the U.S. Departments of Commerce, State and Transportation, the Federal Aviation Administration, the U.S. Environmental Protection Agency and the U.S. Bureau of Alcohol, Tobacco and Firearms. The U.S. Bureau of Alcohol, Tobacco, and Firearms also regulates us as a result of our manufacturing of certain destructive devices and by the use of ethyl alcohol in certain products. We also ship hazardous goods, and in doing so, must comply with the regulations of the U.S. Department of Transportation for packaging and labeling. Additionally, the failure to obtain applicable governmental approval and clearances could adversely affect our ability to continue to service the government contracts we maintain. Furthermore, we have material contracts with governmental entities and are subject to rules, regulations and approvals applicable to government contractors. We are also subject to routine audits to assure our compliance with these requirements. We have become aware that we are not in full compliance with certain regulations governing the export of equipment and related technology used for military purposes that are applicable to certain of our products. We have made a voluntary disclosure to the Office of Defense Trade Controls Compliance and have undertaken steps to comply with these regulations and to help ensure compliance in the future. We do not believe that such noncompliance will have a material adverse effect on our business. In addition, a number of our employees involved with certain of our federal government contracts are required to obtain specified levels of security

7

clearances. Our business may suffer if we or our employees are unable to obtain the security clearances that are needed to perform services contracted for the Department of Defense, one of our major customers. Our failure to comply with these contract terms, rules or regulations could expose us to substantial penalties, including the loss of these contracts and disqualification as a U.S. government contractor.

Like other companies operating internationally, we are subject to the Foreign Corrupt Practices Act and other laws which prohibit improper payments to foreign governments and their officials by U.S. and other business entities. We operate in countries known to experience endemic corruption. Our extensive operations in such countries creates risk of an unauthorized payment by one of our employees or agents which would be in violation of various laws including the Foreign Corrupt Practices Act. Violations of the Foreign Corrupt Practices Act may result in severe criminal penalties which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

We have significant international operations and assets, and therefore, are subject to additional financial and regulatory risks.

We sell our products in foreign countries and seek to increase our level of international business activity. Our overseas operations are subject to various risks, including: U.S.-imposed embargoes of sales to specific countries (which could prohibit sales of our products there); foreign import controls (which may be arbitrarily imposed and enforced and which could interrupt our supplies or prohibit customers from purchasing our products); exchange rate fluctuations; dividend remittance restrictions; expropriation of assets; war, civil uprisings and riots; government instability; the necessity of obtaining government approvals for both new and continuing operations; and legal systems of decrees, laws, taxes, regulations, interpretations and court decisions that are not always fully developed and that may be retroactively or arbitrarily applied.

One component of our strategy is to expand our operations into selected international markets. Military procurement, for example, has traditionally had a large international base. Countries in which we are actively marketing include Germany, Canada, France, Italy, the United Kingdom, Norway, Japan, India, Korea and Australia. We, however, may be unable to execute our business model in these markets or new markets. Further, foreign providers of competing products and services may have a substantial advantage over us in attracting consumers and businesses in their country due to earlier established businesses in that country, greater knowledge with respect to the cultural differences of consumers and businesses residing in that country and/or their focus on a single market. We expect to continue to experience higher costs as a percentage of revenues in connection with the development and maintenance of international products and services. In pursuing our international expansion strategy, we face several additional risks, including:

•	foreign laws and regulations, which may vary country by country, that may impact how we conduct our business;

•	higher costs of doing business in foreign countries, including different employment laws;

•	potential adverse tax consequences if taxing authorities in different jurisdictions worldwide disagree with our interpretation of various tax laws or our determinations as to the income and expenses attributable to specific jurisdictions, which could result in our paying additional taxes, interest and penalties;

•	technological differences that vary by marketplace, which we may not be able to support;

•	longer payment cycles and foreign currency fluctuations;

•	economic downturns; and

•	revenue growth outside of the United States may not continue at the same rate if it is determined that we have already launched our products and services in the most significant markets.

We may also be subject to unanticipated income taxes, excise duties, import taxes, export taxes or other governmental assessments. In addition, a percentage of the payments to us in our international

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markets are often in local currencies. Although most of these currencies are presently convertible into U.S. dollars, we cannot be sure that convertibility will continue. Even if currencies are convertible, the rate at which they convert is subject to substantial fluctuation. Our ability to transfer currencies into or out of local currencies may be restricted or limited. Any of these events could result in a loss of business or other unexpected costs which could reduce revenue or profits and have a material adverse effect on our business, financial condition, results of operations and liquidity.

We routinely operate in areas where local government policies regarding foreign entities and the local tax and legal regimes are often uncertain, poorly administered and in a state of flux. We cannot, therefore, be certain that we are in compliance with, or will be protected by, all relevant local laws and taxes at any given point in time. A subsequent determination that we failed to comply with relevant local laws and taxes could have a material adverse effect on our business, financial condition, results of operations and liquidity.

One or more of these factors could adversely effect our future international operations and, consequently, could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Risks Related to Our Business

Many of our customers have fluctuating budgets which may cause substantial fluctuations in our
results of operations.

Customers for our products include federal, state, municipal, foreign and military, law enforcement and other governmental agencies. Government tax revenues and budgetary constraints, which fluctuate from time to time, can affect budgetary allocations for these customers. Many domestic and foreign government agencies have in the past experienced budget deficits that have led to decreased spending in defense, law enforcement and other military and security areas. Our results of operations may be subject to substantial period-to-period fluctuations because of these and other factors affecting military, law enforcement and other governmental spending. For example, we attribute part of the decline in our Products Division revenue during the first quarter of 2001 with the timing of the Bulletproof Vest Partnership Act, which provides federal matching funds to law enforcement agencies purchasing bullet resistant vests. We believe that many agencies delayed their purchasing decisions during the first quarter of 2001 until such federal funds were fully allocated. A reduction of funding for federal, state, municipal, foreign and other governmental agencies could have a material adverse effect on sales of our products and our business, financial condition, results of operations and liquidity.

The loss of, or a significant reduction in, U.S. military business would have a material adverse effect on us.

U.S. military contracts account for a significant portion of our business. The U.S. military funds these contracts in annual increments. These contracts require subsequent authorization and appropriation that may not occur or that may be greater than or less than the total amount of the contract. Changes in the U.S. military's budget, spending allocations, and the timing of such spending could adversely affect our ability to receive future contracts. None of our contracts with the U.S. military have a minimum purchase commitment and the U.S. military generally has the right to cancel its contracts unilaterally without prior notice. We are the sole-source provider to the U.S. military for up-armoring of the U.S. military's High Mobility Multipurpose Wheeled Vehicles ("HMMWVs"). The HMMWVs are manufactured by AM General Corporation under separate U.S. military contracts. Should production or deliveries of HMMWVs be significantly interrupted, or should other single source suppliers significantly interrupt deliveries of our components for up-armoring the HMMWVs, we will not be able to deliver such up-armoring systems for the HMMWVs to the U.S. military on schedule, which could have a material adverse effect on our business, financial condition, results of operations and liquidity. We also manufacture for the U.S. military helicopter seating systems, aircraft and land vehicle armor systems, protective equipment for military personnel and other technologies

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used to protect soldiers in a variety of life-threatening or catastrophic situations. The loss of, or a significant reduction in, U.S. military business for our helicopter seating systems, aircraft and land vehicle armor systems and other protective equipment could have a material adverse effect on our business, financial condition, results of operations and liquidity.

We may lose money or generate less than expected profits on our fixed-price contracts.

Some of our government contracts provide for a predetermined, fixed price for the products we make regardless of the costs we incur. Therefore, fixed-price contracts require us to price our contracts by forecasting our expenditures. When making proposals for fixed-price contracts, we rely on our estimates of costs and timing for completing these projects. These estimates reflect management's judgments regarding our capability to complete projects efficiently and timely. Our production costs may, however, exceed forecasts due to unanticipated delays or increased cost of materials, components, labor, capital equipment or other factors. Therefore, we may incur losses on fixed price contracts that we had expected to be profitable, or such contracts may be less profitable than expected, which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our business is subject to various laws and regulations favoring the U.S. government's contractual
position, and our failure to comply with such laws and regulations could harm our operating results and prospects.

As a contractor to the U.S. government, we must comply with laws and regulations relating to the formation, administration and performance of the federal government contracts that affect how we do business with our clients and may impose added costs on our business. These rules generally favor the U.S. government's contractual position. For example, these regulations and laws include provisions that subject contracts we have been awarded to:

•	protest or challenge by unsuccessful bidders; and

•	unilateral termination, reduction or modification by the government.

The accuracy and appropriateness of certain costs and expenses used to substantiate our direct and indirect costs for the U.S. government under both cost-plus and fixed-price contracts are subject to extensive regulation and audit by the Defense Contract Audit Agency, an arm of the U.S. Department of Defense. Responding to governmental audits, inquiries or investigations may involve significant expense and divert management's attention. Our failure to comply with these or other laws and regulations could result in contract termination, suspension or debarment from contracting with the federal government, civil fines and damages and criminal prosecution and penalties, any of which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our markets are highly competitive, and, if we are unable to compete effectively, we will be adversely affected.

The markets in which we operate include a large number of competitors ranging from small businesses to multinational corporations and are highly competitive. Competitors who are larger, better financed and better known than us may compete more effectively than we can. In order to stay competitive in our industry, we must keep pace with changing technologies and client preferences. If we are unable to differentiate our services from those of our competitors, our revenues may decline. In addition, our competitors have established relationships among themselves or with third parties to increase their ability to address client needs. As a result, new competitors or alliances among competitors may emerge and compete more effectively than we can. There is also a significant industry trend towards consolidation, which may result in the emergence of companies which are better able to compete against us.

There are limited sources for some of our raw materials which may significantly curtail our manufacturing operations.

The raw materials that we use in manufacturing ballistic resistant garments, SAPI plates and up-armored vehicles include: ceramic; steel; SpectraShield, a patented product of Honeywell, Inc.;

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Z-Shield, a patented product of Honeywell, Inc.; Zylon®, a patented product of Toyobo Co., Ltd.; Kevlar, a patented product of E.I. du Pont de Nemours Co., Inc., or DuPont; and Twaron, a patented product of Akzo-Nobel Fibers, B.V. We purchase these materials in the form of woven cloth from five independent weaving companies. In the event Du Pont or its licensee in Europe cease, for any reason, to produce or sell Kevlar to us, we would utilize these other ballistic resistant materials as a substitute. However, none of SpectraShield, Twaron, Z-Shield or Zylon® is expected to become a complete substitute for Kevlar in the near future. We enjoy a good relationship with our suppliers of Kevlar, SpectraShield, Twaron, Z-Shield and Zylon®. The use of Zylon® and Z-Shield in the design of ballistic resistant vests is a recent technological advancement that is subject to continuing development and study, including ongoing review by the NIJ. Toyobo is the only producer of Zylon®, and Honeywell is the only producer of Z-Shield. Should these materials become unavailable for any reason, we would be unable to replace them with materials of like weight and strength. We use a variety of ceramic materials in the production of SAPI plates and a variety of steels in armoring vehicles. Although we have a number of suppliers that we deal with in obtaining both ceramic and steel supplies, the industry generally, including our operations, is experiencing a limited supply of these materials, which is affecting the quantity of product that we can complete in any given period. In addition, SpectraShield, the ballistic fiber backing used in a variety of our ballistic applications, including SAPI plates, is currently being rationed by the U.S. Department of Commerce, which could limit the quantity of SAPI plates that we produce in any given period. Thus, if our supply of any of these materials were materially reduced or cut off or if there was a material increase in the prices of these materials, our manufacturing operations could be adversely affected and our costs increased, and our business, financial condition, results of operations and liquidity could be materially adversely affected.

We may be unable to complete or integrate acquisitions effectively, if at all, and as a result may incur unanticipated costs or liabilities or operational difficulties.

We intend to grow through the acquisition of businesses and assets that will complement our current businesses. We cannot be certain that we will be able to identify attractive acquisition targets, obtain financing for acquisitions on satisfactory terms or successfully acquire identified targets. Furthermore, we may have to divert our management's attention and our financial and other resources from other areas of our business. Our inability to implement our acquisition strategy successfully may hinder the expansion of our business. Because we depend in part on acquiring new businesses and assets to develop and offer new products, failure to implement our acquisition strategy may also adversely affect our ability to offer new products in line with industry trends.

We may not be successful in integrating acquired businesses into our existing operations. Integration may result in unanticipated liabilities or unforeseen operational difficulties, which may be material, or require a disproportionate amount of management's attention. Acquisitions may result in us incurring additional indebtedness or issuing preferred stock or additional common stock. Competition for acquisition opportunities in the industry may rise, thereby increasing our cost of making acquisitions or causing us to refrain from making further acquisitions. In addition, the terms and conditions of our senior credit facility and the indenture governing our 8¼% notes impose restrictions on us that, among other things, restrict our ability to make acquisitions.

Our resources may be insufficient to manage the demands imposed by our growth.

We have rapidly expanded our operations, and this growth has placed significant demands on our management, administrative, operating and financial resources. The continued growth of our customer base, the types of services and products offered and the geographic markets served can be expected to continue to place a significant strain on our resources. In addition, we cannot easily identify and hire personnel qualified both in the provision and marketing of our security services and products. Our future performance and profitability will depend in large part on our ability to attract and retain additional management and other key personnel; our ability to implement successful enhancements to our management, accounting and information technology systems; and our ability to adapt those systems, as necessary, to respond to growth in our business.

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We depend on industry relationships.

A number of our products are components in our customers' final products. Accordingly, to gain market acceptance, we must demonstrate that our products will provide advantages to the manufacturers of final products, including increasing the safety of their products, providing such manufacturers with competitive advantages or assisting such manufacturers in complying with existing or new government regulations affecting their products. There can be no assurance that our products will be able to achieve any of these advantages for the products of our customers. Furthermore, even if we are able to demonstrate such advantages, there can be no assurance that such manufacturers will elect to incorporate our products into their final products, or if they do, that our products will be able to meet such customers' manufacturing requirements. Additionally, there can be no assurance that our relationships with our manufacturer customers will ultimately lead to volume orders for our products. The failure of manufacturers to incorporate our products into their final products could have a material adverse effect on our business, financial condition, results of operations and liquidity.

We may be unable to protect our proprietary technology, including the technologies we use to furnish the up-armoring of HMMWVS.

We depend upon a variety of methods and techniques that we regard as proprietary trade secrets. We also depend upon a variety of trademarks, service marks and designs to promote brand name development and recognition. We rely on a combination of trade secret, copyright, patent, trademark, unfair competition and other intellectual property laws as well as contractual agreements to protect our rights to such intellectual property. Due to the difficulty of monitoring unauthorized use of and access to intellectual property, however, such measures may not provide adequate protection. It is possible that our competitors may access our intellectual property and proprietary information and use it to their advantage. In addition, there can be no assurance that courts will always uphold our intellectual property rights, or enforce the contractual arrangements that we have entered into to protect our proprietary technology. Any unenforceability or misappropriation of our intellectual property could have a material adverse effect on our business, financial condition and results of operations. Furthermore, we cannot assure you that any pending patent application or trademark application made by us will result in an issued patent or registered trademark, or that, if a patent is issued, it will provide meaningful protection against competitors or competitor technologies. In addition, if we bring or become subject to litigation to defend against claimed infringement of our rights or of the rights of others or to determine the scope and validity of our intellectual property rights, such litigation could result in substantial costs and diversion of our resources which could have a material adverse effect on our business, financial condition, results of operations and liquidity. Unfavorable results in such litigation could also result in the loss or compromise of our proprietary rights, subject us to significant liabilities, require us to seek licenses from third parties on unfavorable terms, or prevent us from manufacturing or selling our products, any of which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Technological advances, the introduction of new products, and new design and manufacturing techniques could adversely affect our operations unless we are able to adapt to the resulting change in conditions.

Our future success and competitive position depend to a significant extent upon our proprietary technology. We must make significant investments to continue to develop and refine our technologies. We will be required to expend substantial funds for and commit significant resources to the conduct of continuing research and development activities, the engagement of additional engineering and other technical personnel, the purchase of advanced design, production and test equipment, and the enhancement of design and manufacturing processes and techniques. Our future operating results will depend to a significant extent on our ability to continue to provide design and manufacturing services for new products that compare favorably on the basis of time to introduction, cost and performance with the design and manufacturing capabilities. The success of new design and manufacturing services depends on various factors, including utilization of advances in technology, innovative development of new solutions for customer products, efficient and cost-effective services, timely completion and

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delivery of new product solutions and market acceptance of customers' end products. Because of the complexity of our products, we may experience delays from time to time in completing the design and manufacture of new product solutions. In addition, there can be no assurance that any new product solutions will receive or maintain customer or market acceptance. If we are unable to design and manufacture solutions for new products of our customers on a timely and cost-effective basis, such inability could have a material adverse effect on our business, financial condition, results of operations and liquidity.

We may be adversely affected by applicable environmental laws and regulations.

We are subject to federal, state, local and foreign laws and regulations governing the protection of the environment and human health, including those regulating discharges to the air and water, the management of wastes, and the control of noise and odors. We cannot assure you that we are at all times in complete compliance with all such requirements. Like all companies in our industry, we are subject to potentially significant fines or penalties if we fail to comply with environmental requirements. Environmental requirements are complex, change frequently, and could become more stringent in the future. Accordingly, we cannot assure you that these requirements will not change in a manner that will require material capital or operating expenditures or will otherwise have a material adverse effect on us in the future. In addition, we are also subject to environmental laws requiring the investigation and clean-up of environmental contamination. We may be subject to liability, including liability for clean-up costs, if contamination is discovered at one of our current or former facilities, in some circumstances even if such contamination was caused by a third party such as a prior owner. We also may be subject to liability if contamination is discovered at a landfill or other location where we have disposed of wastes, notwithstanding that its historic disposal practices may have been in accordance with all applicable requirements. We use Orthochlorabenzalmalononitrile and Chloroacetophenone chemical agents in connection with our production of tear gas, and these chemicals are hazardous and could cause environmental damage if not handled and disposed of properly. Moreover, private parties may bring claims against us based on alleged adverse health impacts or property damage caused by our operations. The amount of liability for cleaning up contamination or defending against private party claims could be material.

Risks Related to Ownership of Our Common Stock

Delaware law may limit possible takeovers.

Our certificate of incorporation makes us subject to the anti-takeover provisions of Section 203 of the General Corporation Law of the State of Delaware. In general, Section 203 prohibits publicly-held Delaware corporations to which it applies from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. This provision could discourage others from bidding for our shares and could, as a result, reduce the likelihood of an increase in our stock price that would otherwise occur if a bidder sought to buy our stock.

Our certificate of incorporation authorizes the issuance of shares of blank check preferred stock.

Our certificate of incorporation provides that our board of directors will be authorized to issue from time to time, without further stockholder approval, up to 5,000,000 shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, including sinking fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of any series. Such shares of preferred stock could have preferences over our common stock with respect to dividends and liquidation rights. We may issue additional preferred stock in ways which may delay, defer or prevent a change in control of us without further action by our

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stockholders. Such shares of preferred stock may be issued with voting rights that may adversely affect the voting power of the holders of our common stock by increasing the number of outstanding shares having voting rights, and by the creation of class or series voting rights.

The market price for our common stock is volatile.

The market price for our common stock may be highly volatile. We believe that a variety of factors, including announcements by us or our competitors, quarterly variations in financial results, trading volume, general market trends and other factors, could cause the market price of our common stock to fluctuate substantially. Additionally, due to our relatively modest size, our winning or losing a large contract may have the effect of distorting our overall financial results.

We may issue a substantial amount of our common stock in connection with future acquisitions and the sale of those shares could adversely affect our stock price.

As part of our acquisition strategy, we anticipate issuing additional shares of common stock as consideration for such acquisitions. To the extent that we are able to grow through acquisitions and issue our shares of common stock as consideration, the number of outstanding shares of common stock that will be eligible for sale in the future is likely to increase substantially. Persons receiving shares of our common stock in connection with these acquisitions may be more likely to sell large quantities of their common stock that may influence the price of our common stock. In addition, the potential issuance of additional shares in connection with anticipated acquisitions could lessen demand for our common stock and result in a lower price than would otherwise be obtained.

Our stock price may be adversely affected when additional shares are sold.

If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. These sales might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate and may require us to issue greater amounts of our common stock to finance future acquisitions. Additional shares sold to finance acquisitions may dilute our earnings per share if the new operations' earnings are disappointing.

Our debt agreements restrict our ability to pay dividends or make other distributions to our stockholders.

Our debt agreements, such as the indenture governing the 8¼% notes and the senior credit facility, contain certain financial and other covenants that limit, under certain circumstances, our ability to pay dividends or make other distributions to our stockholders. We are permitted to pay dividends and make other distributions to stockholders to the extent we satisfy the conditions, including the financial and other covenants, contained in such documents.

We have a high level of debt.

Our high level of debt could have important consequences to you and to us. For example:

•	No payment of any kind may be made to our common stockholders without first meeting our obligations under our senior credit facility and the indenture governing our 8¼% notes;

•	We may become more vulnerable to general adverse economic and industry conditions and adverse changes in governmental regulations;

•	We may have to dedicate a substantial portion of our cash flow from operations to make payments required under our senior credit facility and the 8¼% notes, reducing the availability of cash flow to fund future capital expenditures, working capital, execution of our growth strategy, research and development costs and other general corporate requirements;

•	We may have limited flexibility in planning for, or reacting to, changes in our business and our industry, which may place us at a competitive disadvantage compared with competitors that have less debt or more financial resources;

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•	We may have limited ability to borrow additional funds, even when necessary to maintain adequate liquidity; and

•	The terms of our senior credit facility and the indenture governing the 8¼% notes will allow us to incur substantial amounts of additional debt, subject to certain limitations. We might incur additional debt for various reasons, including to pay for additional acquisitions that we may make and assuming debt of companies that we may acquire.

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Risks Relating to the Debt Securities

Our significant indebtedness could adversely affect our financial health, and prevent us from fulfilling our obligations under any debt securities we issue.

We have a significant amount of indebtedness. Our significant indebtedness could:

•	make it more difficult for us to satisfy our obligations with respect to any debt securities we issue;

•	increase our vulnerability to general adverse economic and industry conditions;

•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

•	limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

•	place us at a competitive disadvantage compared to our competitors that have less debt; and

•	limit, among other things, our ability to borrow additional funds.

The terms of the indenture governing the 8¼% notes and the senior credit facility allow us to issue and incur additional debt upon satisfaction of certain conditions. See "Description of Senior Subordinated Notes" for a description of our 8¼% notes and the related indenture and "Description of Senior Indebtedness" for a description of our senior credit facility. If new debt is added to current debt levels, the related risks described above could increase.

Not all of our subsidiaries may guarantee our obligations under any debt securities we issue, and the assets of the non-guarantor subsidiaries may not be available to make payments on any debt securities we issue.

Not all of our present and future subsidiaries may guarantee the debt securities. Payments on the debt securities may only required to be made by us and our subsidiary guarantors, if any. Our non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the debt securities or the guarantees or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that we or our subsidiary guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of the holders of debt securities to realize proceeds from the sale of any of those subsidiaries' assets, will be effectively subordinated to the claims of those subsidiaries' creditors, including trade creditors and holders of debt of those subsidiaries.

In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their liabilities, including their trade creditors, will be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As a result, the debt securities will be effectively subordinated to all indebtedness and other liabilities of the non-guarantor subsidiaries.

We will require a significant amount of cash to service our indebtedness and our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on or refinance our debt, including any debt securities we issue, will depend largely upon our future operating performance and cash flow. Our future operating performance and cash flow are subject to many factors, including general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate cash flow from operations in an amount sufficient to enable us to pay the interest and principal on our debt, including any debt securities we issue, or to fund our other liquidity needs. If we are unable to meet our debt service requirements, we

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may have to renegotiate the terms of our debt. We cannot assure you that we will be able to renegotiate or refinance any of our debt on commercially reasonable terms or at all. In addition, prior to the repayment of any debt securities we issue, we will be required to repay or refinance our senior credit facility and, perhaps, any other senior debt we incur. Any new debt we incur may have a shorter maturity than the debt securities. Payment of such debt will reduce the amount of funds available for us to make payments on any debt securities we issue.

If we are unable to refinance our debt or obtain new financing we would have to consider other options, such as sales of certain assets to meet our debt service obligations or diverting cash, if available, that would have been used for other business purposes. These options may not be feasible or prove adequate, and may also adversely affect our operations or the implementation of our business plans. Our senior credit facility, the indenture governing the 8¼% notes, and the indenture governing any debt securities we issue may restrict, or market or business conditions may limit, our ability to obtain cash via asset sales or other financing transactions. Non-payment or other non-compliance with our senior credit facility, the indenture governing the 8¼% notes or the indenture or the instruments governing any other debt we issue could result in an event of default under our senior credit facility, the indenture governing the 8¼% notes or the indenture or the instruments governing any other debt we issue, which could also trigger an event of default under the debt securities.

Covenants in our debt agreements restrict our activities and could adversely affect our business.

Our debt agreements, such as the indenture governing the 8¼% notes and the new senior credit facility, contain various covenants that limit our ability and the ability of our restricted subsidiaries to engage in a variety of transactions under certain circumstances, including:

•	incurring additional debt;

•	issuing preferred stock;

•	paying dividends or making other distributions on, and redeeming or repurchasing, capital stock;

•	making investments or other restricted payments;

•	entering into transactions with affiliates;

•	engaging in sale and leaseback transactions;

•	issuing stock of restricted subsidiaries;

•	selling assets;

•	creating liens on assets to secure debt; or

•	effecting a consolidation or merger.

These covenants limit our operational flexibility and could prevent us from taking advantage of business opportunities as they arise, growing our business or competing effectively. In addition, our new senior credit facility requires us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet these tests.

A breach of any of these covenants or other provisions in any of our debt agreements could result in an event of default under that agreement, which if not cured or waived, could result in such debt becoming immediately due and payable. This, in turn, could cause our other debt to become due and payable as a result of cross-acceleration provisions contained in the agreements governing such other debt. In the event that some or all of our debt is accelerated and becomes immediately due and payable, we may not have the funds to repay, or the ability to refinance, all or any of such debt. In addition, in the event that the debt securities become immediately due and payable, as a result of the subordination provisions of any debt securities we issue, the holders of such subordinated debt securities would not be entitled to receive any payment in respect of such subordinated debt securities until all of our senior debt has been paid in full.

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A public market for the debt securities may not develop.

There can be no assurance that a public market for any debt securities we issue will develop or, if such a market develops, as to the liquidity of the market. If a market were to develop, the debt securities could trade at prices that may be higher or lower than their principal amount. We may not apply for listing of any debt securities we issue on any securities exchange or for quotation of such debt securities on any automated quotation system. If an active public market does not develop or continue, the market price and liquidity of any debt securities we issue may be adversely affected.

In addition, the liquidity of the trading market in the debt securities, and the market price quoted for any debt securities we issue, may be adversely affected by changes in the overall market for debt securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for any debt securities we issue.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of debt securities to return payments received from guarantors.

If a bankruptcy case or lawsuit is initiated by unpaid creditors of any guarantor, any debt represented by guarantees entered into by the guarantors may be reviewed under the Federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of the guarantee could be subordinated to certain obligations of a guarantor if, among other things, the guarantor, at the time it entered into the guarantee:

•	received less than reasonably equivalent value or fair consideration for entering into the guarantee; and

•	either:

•	was insolvent or rendered insolvent by reason of entering into a guarantee; or

•	was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

•	intended to incur, or believed that it would incur, debts or contingent liabilities beyond its ability to pay them as they become due.

In addition, any payment by a guarantor could be voided and required to be returned to the guarantor or to a fund for the benefit of the guarantor's creditors under those circumstances.

If a guarantee of a subsidiary were voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the debt securities would be solely creditors of our company and creditors of our other subsidiaries that have validly guaranteed any debt securities we issue. The debt securities then would be effectively subordinated to all liabilities of the subsidiary whose guarantee was voided.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•	the sum of its debts, including contingent liabilities, is greater than the fair saleable value of all of its assets; or

•	the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•	it could not pay its debts or contingent liabilities as they become due.

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If the claims of the holders of any debt securities we issue against any subsidiary were subordinated in favor of other creditors of the subsidiary, the other creditors would be entitled to be paid in full before any payment could be made on the debt securities. If one or more of the guarantees is voided or subordinated, we cannot assure you that after providing for all prior claims there would be sufficient assets remaining to satisfy the claims of the holders of these debt securities.

Based upon financial and other information, we believe that any guarantees will be incurred for proper proposes and in good faith and that we, and our subsidiaries that will be guarantors, on a consolidated basis, will continue to be solvent, will have sufficient capital for carrying on our business after the issuance of any debt securities and will be able to pay our debts as they mature. We cannot assure you, however, as to the standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

THE COMPANY

We are a leading manufacturer and provider of personal protective equipment and security products for law enforcement and military personnel, armored commercial vehicles used by various government and civilian organizations, armored military vehicles, armor kits for retrofit of military vehicles, aircraft armor, aircraft safety products, survivability equipment used by military aviators, and other technologies used to protect humans in a variety of life-threatening or catastrophic situations. Our products and systems are used domestically and internationally by military, law enforcement, security and corrections personnel, as well as governmental agencies, multinational corporations and individuals. Effective in the first quarter of 2004, we instituted a new segment reporting format to include three reportable business divisions: the Aerospace & Defense Group, the Products Division and the Mobile Security Division . The Aerospace & Defense Group was formed upon the completion of our acquisition of Simula, Inc. on December 9, 2003. The Aerospace & Defense Group also includes the military business, including armor and blast protection systems for M1114 Up-Armored High Mobility Multi-Purpose Wheeled Vehicles ("M1114 Up-Armored HMMWVs"), and other military vehicle armor programs, which previously were included in the Mobile Security Division. The Aerospace & Defense Group also includes the small arms protective insert ("SAPI") plate produced by our Protech subsidiary in Pittsfield, Massachusetts, which was previously reported as part of the Products Division. The historical results of these businesses have been reclassified as part of the Aerospace & Defense Group. This reporting change was made to better reflect management's approach to operating and directing the businesses, and, in certain instances, to align financial reporting with our market and customer segments.

Aerospace & Defense.    Our Aerospace & Defense Group supplies human safety and survival systems to the U.S. military, and major Aerospace & Defense prime contractors. Our core markets are military aviation safety, military personnel safety, and land and marine safety. Under the brand name O'Gara-Hess & Eisenhardt, we are the sole-source provider to the U.S. military of the armor and blast protection systems for M1114 Up-Armored HMMWVs. We are also under contract with the U.S. Army to provide spare parts, logistics and ongoing field support services for the currently installed base of M1114 Up-Armored HMMWVs. Additionally, we provide blast and ballistic protection kits for the standard High Mobility Multi-Purpose Wheeled Vehicles, which are installed on existing equipment in the field. Our Aerospace & Defense Group is also subcontracted to develop a ballistic and blast protected armored and sealed truck cab for the High Mobility Artillery Rocket System, a program recently transitioned by the U.S. Army and U.S. Marine Corps from developmental to a low rate of initial production, deliveries of which commenced in 2003. We also supply armor sub-systems for other tactical wheeled vehicles. Through Simula, one of our wholly-owned subsidiaries, we provide military helicopter seating systems, helicopter cockpit airbag systems, aircraft and land vehicle armor kits, body armor and other protective equipment for military personnel, emergency bailout parachutes and survival ensembles worn by military aircrew. The primary customers for our products are the U.S. Army, U.S. Marine Corps, Boeing, and Sikorsky Aircraft. Most of Simula's aviation safety products are provided on a sole source basis. The U.S. armed forces have adopted ceramic body armor as a key element of the protective ensemble worn by our troops in Iraq and Afghanistan. Simula was the developer of this specialized product called SAPI, and continues to be a prominent supplier to the

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U.S. military. We believe the Aerospace & Defense Group has supplied approximately 37% of all SAPI plates. We also provide ceramic body armor from our Protech subsidiary based in Pittsfield, Massachusetts.

Products.    Our Products Division manufactures and sells a broad range of high quality security products, equipment and related consumable items, such as concealable and tactical body armor, hard armor, duty gear, less-lethal munitions, anti-riot products, police batons, emergency lighting products, forensic products, firearms accessories, weapon maintenance products, foldable ladders and specialty gloves. Our products are marketed under brand names that are well established in the military and law enforcement communities such as AMERICAN BODY ARMOR, B-SQUARE®, BREAK FREE®, CLP®, DEFENSE TECHNOLOGY/FEDERAL LABORATORIES®, DEF-TEC PRODUCTS®, DISTRACTION DEVICE®, FEDERAL LABORATORIES®, FERRET®, FIRST DEFENSE®, IDENTICATOR®, IDENTIDRUG®, LIGHTNING POWDER®, MONADNOCK®, NIK®, PROTECH, QUIKSTEP LADDERS, PORTAL LADDERS, QUIKSHIELD, SAFARILAND®, SPEEDFEED®, 911EP® and DESIGN. We sell our products through a network of over 350 distributors and sales agents, including approximately 200 in the United States. Our extensive distribution capabilities and commitment to customer service and training have enabled us to become a leading provider of security equipment to law enforcement agencies.

Mobile Security. Our Mobile Security Division manufactures and installs ballistic and blast protected armoring systems for privately owned vehicles as well as some military vehicles for European based militaries. Under the brand name O'GARA-HESS & EISENHARDT ARMORING COMPANY®, we armor a variety of privately owned commercial vehicles, including limousines, sedans, sport utility vehicles, commercial trucks and cash-in-transit vehicles, to protect against varying degrees of ballistic and blast threats. Our customers in this business include international corporations and high net worth individuals. In addition, we supply ballistic and blast protected armoring systems to U.S. federal law enforcement and intelligence agencies and foreign heads of state.

Our executive offices are located at 1400 Marsh Landing Parkway, Suite 112, Jacksonville, FL 32250. Our telephone number is (904) 741-5400 and our website address is www.armorholdings.com. Information contained on our website is not part of this prospectus or incorporated by reference.

RECENT DEVELOPMENTS

Zylon^® Investigation and Litigation

In September 2003, Second Chance Body Armor, Inc. ("Second Chance"), a body armor manufacturer and competitor to Armor Holdings, notified its customers of a potential safety issue with its Ultima® and Ultimax® models. Second Chance has claimed that Zylon® fiber, which is made by Toyobo, a Japanese corporation, and used in the ballistic fabric construction of those two models, degraded more rapidly than originally anticipated. Second Chance has also stated that the Zylon® degradation problem affects the entire body armor industry, not just its products. Both private claimants and State Attorneys General have already commenced legal action against Second Chance based upon its Ultima® and Ultimax® model vests.

We use Zylon® fiber in a number of concealable body armor models for law enforcement, but our vest design and construction are different from Second Chance. We have been testing our Zylon®-based vests since their 2000 introduction and to date these tests show no unanticipated degradation in ballistic performance. In addition, to our knowledge, no other body armor manufacturer has reported or experienced problems with Zylon®-based vests similar to those cited by Second Chance. The National Institute of Justice ("NIJ") tests and has certified each of our body armor designs before we begin to produce or sell any particular model.

In the Fall of 2003, following the assertions made by Second Chance, several law enforcement associations raised this issue to the U.S. Attorney General ("USAG"), who then asked the U.S. Department of Justice ("DOJ") through the NIJ to investigate these concerns and attempt to clarify the issues. We have and continue to support the Attorneys General's directive and investigation.

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As a result of the USAG's and DOJ's initiative, the NIJ commenced an inquiry and investigation regarding the protocol for testing used vests, as well as the reliability of Zylon® and other ballistic fibers. We have consulted and continue to cooperate fully with the NIJ in this endeavor. To date, the NIJ has embarked only in its first phase of testing, which entails vests that have been heavily worn or exposed to adverse conditions, and which utilized the ballistic testing standard applicable to new vests. Although some of the vests tested, including ours, experienced some level of penetration, the NIJ specifically warned against the misuse and misinterpretation of these results, emphasizing that the data produced so far is preliminary in nature, applies to a very small sample size and therefore it is not possible to draw any definitive conclusions from these results. The NIJ will continue to conduct further testing and analyze these issues in order to determine if any conclusions can be reached as to the performance and reliability of aged vests. We have requested the NIJ to provide us with its testing data, and we intend to evaluate and review the NIJ's results upon our receipt of such data in our continuing effort to assist the NIJ in developing uniform standards for certification of new vests and the testing of used vests.

In April 2004, two class action complaints were filed in Florida state court by police organizations and individual police officers, alleging, among other things, that our vests do not have the qualities and performance characteristics as warranted, thereby breaching express warranty, implied warranty of merchantability, implied warranty of fitness for a particular purpose and duty to warn. The complaints allege no specific amount, although it has been publicly stated that they are seeking $77 million in compensatory damages. We disagree with the allegations set forth in these complaints and are vigorously defending these lawsuits. We will be seeking to dismiss the claims asserted against us, however, any adverse resolution of these matters could have a material adverse effect on our business, financial condition, results of operations and liquidity. We have also received investigative demands from state agencies in Texas and Connecticut to which we have complied, as well as letters from two private attorneys threatening potential litigation.

It should be stressed that our vests are certified by the NIJ, have never suffered any penetration in the field and continue to save lives and protect officers from injury. In fact, neither of the two recently commenced lawsuits allege personal injuries of any kind, but instead speculate that our vests which contain Zylon® are defective without any reliable evidence of any defect.

Second Chance licenses from Simula a certain patented technology, which is used in some of the body armor it manufactures, but to our knowledge, no lawsuit has yet been brought against Second Chance based upon this licensed technology. Although Simula may be impacted by the pending suits filed against Second Chance, the licensed technology is not specifically related to the use of Zylon® fiber, however, any adverse resolution of these matters could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Tax Matters

On October 18, 2002, we were notified by the Internal Revenue Service ("IRS") that our tax return for the tax year ended December 31, 2000 had been selected for examination. Further, on January 30, 2003 we were notified that our tax return for the tax year ended December 31, 2001 had been selected for examination. The IRS examined our U.S. federal income tax returns for the taxable years 2000 and 2001 and its examination concluded in April 2004. The IRS' examination of our tax returns for the taxable years 2000 and 2001 did not result in any material adverse effect on our financial statements.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by us with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference in this prospectus, except as superseded or modified herein:

(a)	Our annual report on Form 10-K for the fiscal year ended December 31, 2003;

(b)	Our annual report on Form 10-K/A for the fiscal year ended December 31, 2003;

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(c)	Our annual report on Form 10-K/A-2 for the fiscal year ended December 31, 2003;

(d)	Our quarterly report on Form 10-Q for the period ended March 31, 2004;

(e)	Our current report on Form 8-K/A, Date of Event – December 9, 2003, filed on January 22, 2004;

(f)	Our current report on Form 8-K, Date of Event – March 22, 2004, filed on March 22, 2004;

(g)	Our definitive proxy statement on Schedule 14A filed on April 29, 2004; and

(h)	The description of our common stock contained in our registration statement on Form 8-A filed on April 29, 1999, including any amendments or reports filed for the purpose of updating that description.

All of such documents are on file with the Commission. In addition, all documents filed by Armor Holdings, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this prospectus and prior to termination of the offering are incorporated by reference in this prospectus and are a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or replaces such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

This prospectus incorporates herein by reference important business and financial information about us that is not included in or delivered with this prospectus. This information is available to you without charge upon written or oral request. If you would like a copy of any of this information, please submit your request to Armor Holdings, Inc., 1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250, Attention: Corporate Secretary, or call (904) 741-5400.

FORWARD-LOOKING STATEMENTS

Certain statements we make in this prospectus or in the documents incorporated by reference, and other written or oral statements by us or our authorized officers on our behalf, may constitute "forward-looking statements" within the meaning of the Federal securities laws. Forward-looking statements include, without limitation, statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industry and economies in which we operate and other information that is not historical information. Words or phrases such as "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes" and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, but we cannot assure you that our expectations, beliefs and projections will be realized.

Before you invest in the securities described in this prospectus and any prospectus supplement hereto, you should be aware that the occurrence of the events described in the above section captioned "Risk Factors" and otherwise discussed elsewhere in this prospectus, a prospectus supplement hereto or in materials incorporated in this prospectus by reference to our other filings with the Commission, could have a material adverse affect on our business, financial condition and results of operations.

The data included in this prospectus regarding markets and ranking, including the size of certain markets and our position and the position of our competitors within these markets, are based on independent industry publications, reports of government agencies or other published industry sources or our estimates based on management's knowledge and experience in the markets in which we operate. Our estimates have been based on information provided by customers, suppliers, trade and

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business organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. As a result, you should be aware that market, ranking and other similar data included in this prospectus and any prospectus supplement hereto, and estimates and beliefs based on that data, may not be reliable.

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USE OF PROCEEDS

Unless we indicate otherwise in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes, which may include, but are not limited to, working capital, capital expenditures and other potential acquisitions. We will set forth in the applicable prospectus supplement our intended use for the net proceeds received from our sale of any securities. We will not receive any of the proceeds from the sale of our common stock by the selling stockholders.

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for each of the five years in the period ended December 31, 2003 and for the quarter ended March 31, 2004 are set forth below:

				For the year ended December 31,																				For the quarter ended March 31,
				1999				2000				2001				2002				2003				2004
Ratio of earnings to fixed charges					23.8				7.6				5.7				14.9				6.3				9.8

The ratios of earnings to fixed charges are calculated as follows:

(income before income taxes and minority interest) + (fixed charges) – (capitalized interest)
(fixed charges)

DESCRIPTION OF THE DEBT SECURITIES

This prospectus describes certain general terms and provisions of our debt securities. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.

The debt securities are to be issued under an indenture which is subject to and governed by the Trust Indenture Act of 1939, as amended (the "TIA"), and may be supplemented or amended from time to time following its execution. The indenture, and any supplemental indentures, will be subject to, and governed by, the TIA. The form of indenture will be filed as an exhibit to a pre-effective amendment to this prospectus. We have not yet executed an indenture. Prior to issuing any debt securities, we will be required to select a trustee for the indenture, qualify the trustee or trustees under the TIA, and execute the indenture.

The form of the indenture will give us broad authority to set the particular terms of each series of debt securities, including the right to modify certain of the terms contained in the indenture. The particular terms of a series of debt securities and the extent, if any, to which the particular terms of the issue modify the terms of the form of indenture will be described in the prospectus supplement relating to the debt securities.

The statements made hereunder relating to the indenture and the debt securities to be issued thereunder are summaries of certain provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the indenture (including those terms made a part of the indenture by reference to the TIA) and such debt securities.

General

The terms of each series of debt securities will be detailed or determined in the manner provided in the indenture and any applicable supplemental indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to the series, including any pricing supplement.

We will set forth in a prospectus supplement (including any pricing supplement) relating to any series of debt securities being offered, the initial offering price, the aggregate principal amount and the following terms of the debt securities, if applicable:

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•	the title of the debt securities;

•	the price or prices (expressed as a percentage of the aggregate principal amount) at which we will sell the debt securities;

•	any limit on the aggregate principal amount of the debt securities;

•	the date or dates on which we will pay the principal on the debt securities;

•

the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

•	the place or places where principal of, premium, and interest on the debt securities will be payable;

•	whether the debt securities rank as senior subordinated debt securities or subordinated debt securities;

•	the terms of any guarantee of any debt securities;

•	the terms and conditions upon which we may redeem the debt securities;

•	any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities;

•	the dates on which and the price or prices at which we will repurchase the debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;

•	the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;

•	whether the debt securities will be issued in the form of certificated debt securities or global debt securities;

•	the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;

•	the currency of denomination of the debt securities;

•	the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;

•	if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

•	the manner in which the amounts of payment of principal of, premium or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or financial index;

•	whether, the ratio at which and the terms and conditions upon which, if any, the debt securities will be convertible into or exchangeable for our common stock or our other securities or securities of another person;

•	any provisions relating to any security provided for the debt securities;

•	any addition to or change in the events of default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;

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•	any addition to or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;

•	any other terms of the debt securities, which may modify or delete any provision of the indenture as it applies to that series; and

•	any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities.

Transfer and Exchange

A holder will be able to transfer or exchange debt securities in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of debt securities. Holders may be required to pay all taxes due on transfer.

Amendment, Supplement and Waiver

Subject to certain exceptions, the indenture and the debt securities may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for debt securities), and any existing default or compliance with any provision of the indenture relating to a particular series of debt securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding debt securities (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, debt securities).

Without the consent of each holder affected, an amendment or waiver may not, among other things, (with respect to any debt securities held by a non-consenting holder):

•	reduce the principal amount of debt securities whose holders must consent to an amendment, supplement or waiver;

•	reduce the principal of or change the stated maturity of any debt security;

•	reduce the rate of or change the time for payment of interest on any debt security;

•	waive a default in the payment of principal or interest on the debt securities; and

•	make any debt security in money other than that stated in the debt security.

The right of any holder to participate in any consent required or sought pursuant to any provision of the indenture (and our obligation to obtain any such consent otherwise required from such holder) may be subject to the requirement that such holder shall have been the holder of record of any debt securities with respect to which such consent is required or sought as of a date identified by the trustee in a notice furnished to holders in accordance with the terms of the indenture.

Events of Default and Remedies

An event of default with respect to any series of debt securities will be defined in the indenture as being, among other things, default, after applicable cure periods, if any, in payment of the principal of or premium, if any, on any of the debt securities of such series; default, after applicable cure periods, if any, in payment of any installment of interest on any debt security of such series; default by us, after applicable cure periods, if any, after notice in the observance or performance of other covenants in the indenture relating to such series; and certain events involving our bankruptcy, insolvency or reorganization.

Subject to certain limitations, the indenture will provide that the holders of not less than a certain specified percentage in principal amount of such series of debt securities then outstanding may, among other things, direct the trustee in its exercise of any trust or power. However, the holders of a majority in principal amount of the debt securities of such series then outstanding by written notice to the trustee and us may waive any default with respect to such series of debt securities.

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Defeasance of Indenture

Subject to certain limitations, we may, at our option and at any time, elect to have certain of our obligations discharged with respect to the outstanding debt securities by, among other things, irrevocably depositing with the trustee, in trust, for the benefit of the holders of the debt securities, cash, United States government securities, or a combination of cash in U.S. dollars and United States government securities, in amounts as will be sufficient, in the opinion of an independent firm of certified public accountants, to pay the principal of, and interest and premium, if any, on the outstanding debt securities on the stated maturity or on the applicable redemption date, as the case may be.

Concerning the Trustee

If the trustee becomes a creditor of Armor Holdings or any subsidiary guarantor, the indenture will limit its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within an appropriate time period, apply to the Commission for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding debt securities will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture will provide that in case an event of default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of its own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of debt securities, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

DESCRIPTION OF CAPITAL STOCK

Common Stock

We have 50,000,000 shares of common stock, par value $0.01 per share, authorized pursuant to our restated certificate of incorporation, as amended. If our stockholders approve a proposed amendment to our Certificate of Incorporation, as amended, at our next annual meeting of stockholders scheduled to be held on June 22, 2004, we will increase the number of our authorized shares of common stock from 50,000,000 shares to 75,000,000 shares, par value $0.01 per share. The holders of our common stock are entitled to one vote for each share on all matters voted on by our stockholders, including the election of directors. No holders of common stock have any right to cumulative voting. Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors and certain financial and other covenants contained in our senior credit facility and indenture governing our 8¼% notes, the holders of our common stock will be entitled to such dividends as may be declared from time to time by our board of directors from funds legally available therefor. We are permitted to pay dividends and make other distributions to stockholders to the extent we satisfy the conditions, including the financial and other covenants, contained in our senior credit facility and indenture governing our 8¼% notes.

In the event of a liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference and other amounts owed to the holders of our preferred stock. Holders of common stock have no preemptive rights or rights to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Our common stock is listed on the New York Stock Exchange under the symbol "AH."

Preferred Stock

Our restated certificate of incorporation, as amended, authorizes our board of directors to issue, without further stockholder action, up to 5,000,000 shares of preferred stock, in one or more series,

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having a par value of $0.01 per share. The board of directors is authorized to fix for each such series the designation and relative rights (including, if any, conversion, participation, voting and dividend rights and stated redemption and liquidation values), preferences, limitations and restrictions, as are stated in the resolutions adopted by the board of directors and as are permitted by General Corporation Law of the State of Delaware.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase debt securities, shares of preferred stock, or shares or common stock. We may issue warrants independently or together with any other securities we offer pursuant to a prospectus supplement and the warrants may be attached to or separate from the securities. We will issue each series of warrants under a separate warrant agreement that we will enter into with a bank or trust company, as warrant agent. We will set forth additional terms of the warrants and the applicable warrant agreements in the applicable prospectus supplement.

Each warrant will entitle the holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. The exercise price may be subject to adjustment upon the occurrence of certain events, as set forth in the applicable prospectus supplement. After the close of business on the expiration date of the warrant, unexercised warrants will become void. The place or places where, and the manner in which, warrants may be exercised shall be specified in the applicable prospectus supplement.

The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:

•	the title of the warrants;

•	the aggregate number of the warrants;

•	the price or prices at which the warrants will be issued;

•	the designation, aggregate principal amount and terms of the securities issuable upon exercise of the warrants and the procedures and conditions relating to the exercise of the warrants;

•	the designation and terms of any related securities with which the warrants will be issued, and the number of warrants that will be issued with each security;

•	the date, if any, on and after which the warrants and the related debt securities will be separately transferable;

•	the price at which the securities purchasable upon exercise of the warrants may be purchased;

•	the date on which the right to exercise the warrants will commence, and the date on which the right will expire;

•	the maximum or minimum number of warrants which may be exercised at any time;

•	a discussion of certain U.S. federal income tax considerations applicable to the exercise of the warrants; and

•	any other terms of the warrants and terms, procedures and limitations relating to the exercise of the warrants.

Holders may exchange warrant certificates for new warrant certificates of different denominations, and may exercise warrants at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon the exercise and will not be entitled to payments of principal, premium or interest on the securities purchasable upon the exercise.

DESCRIPTION OF SENIOR INDEBTEDNESS

On August 12, 2003, we terminated our prior credit facility and entered into a new secured revolving credit facility with Bank of America, N.A., Wachovia Bank, National Association and a

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syndicate of other financial institutions arranged by Banc of America Securities LLC. The new credit facility consists of a five-year revolving credit facility and, among other things, provides for (i) total maximum borrowings of $60 million, (ii) a $25 million sub-limit for the issuances of standby and commercial letters of credit, (iii) a $5 million sub-limit for swing-line loans, and (iv) a $5 million sub-limit for multi-currency borrowings. All borrowings under the new credit facility will bear interest at either (i) a rate equal to LIBOR, plus an applicable margin ranging from 1.125% to 1.625%, (ii) an alternate base rate which will be the higher of (a) the Bank of America prime rate and (b) the Federal Funds rate plus .50%, or (iii) with respect to foreign currency loans, a fronted offshore currency rate, plus an applicable margin ranging from 1.125% to 1.625%, depending on certain conditions. The new credit facility is guaranteed by certain of our direct and indirect domestic subsidiaries and is secured by, among other things (i) a pledge of all of the issued and outstanding shares of stock or other equity interests of certain of our direct and indirect domestic subsidiaries, (ii) a pledge of 65% of the issued and outstanding voting shares of stock or other voting equity interests of certain of our direct and indirect foreign subsidiaries, (iii) a pledge of 100% of the issued and outstanding nonvoting shares of stock or other nonvoting equity interests of certain of our direct and indirect foreign subsidiaries, and (iv) a first priority perfected security interest on certain of our domestic assets and certain domestic assets of certain of our direct and indirect subsidiaries that will become guarantors of our obligations under the new credit facility, including, among other things, accounts receivable, inventory, machinery, equipment, certain contract rights, intellectual property rights and general intangibles. As of the date of this prospectus, we are in compliance with all of our negative and affirmative covenants. On January 9, 2004, we amended our credit facility to allow us to make open market purchases of publicly-traded securities subject to certain limitations contained in the credit facility. In addition, on March 29, 2004, we also amended our credit facility to allow us to pay dividends subject to certain limitations contained in the credit facility.

DESCRIPTION OF SENIOR SUBORDINATED NOTES

On August 12, 2003 we closed a private placement of $150,000,000 aggregate principal amount of the 8¼% notes. The 8¼% notes are guaranteed by all of our domestic subsidiaries on a senior subordinated basis. If we create or acquire a new domestic subsidiary, it will also guarantee the 8¼% notes unless we designate the subsidiary as an "unrestricted subsidiary" under the indenture governing the 8¼% notes. We received approximately $147.5 million of net proceeds from the sale of the 8¼% notes. We used $15.0 million of the net proceeds to repay all of the outstanding amounts under our Amended and Restated Credit Agreement, dated as of August 22, 2001, $110.5 million of the net proceeds to acquire Simula, Inc. and retire Simula's outstanding indebtedness, and $7.5 million of the net proceeds to acquire Hatch Imports, Inc. We intend to use the remaining net proceeds of the offering to fund future acquisitions, repay a portion of our outstanding debt and for general corporate purposes, including the funding of working capital and capital expenditures. On March 29, 2004, we completed a registered exchange offer relating to the 8¼% notes pursuant to which we exchanged all issued and outstanding 8¼% notes for new 8¼% notes registered with the Commission.

The 8¼% notes are our unsecured senior subordinated obligations and rank junior in right of payment to our existing and future senior debt. The guarantees of the 8¼% notes, which are given by almost all of our domestic subsidiaries, rank junior in right of payment to all existing and future senior debt of such subsidiaries. In addition, the 8¼% notes are effectively subordinated to all existing and future debt and other liabilities (including trade payables) of our non-guarantor subsidiaries. The 8¼% notes and the guarantees rank equal in right of payment with any of our and our subsidiary guarantors' future senior subordinated debt. Neither we nor our subsidiary guarantors currently have any senior subordinated debt outstanding other than the 8¼% notes.

We may redeem some or all of the 8¼% notes at any time on or after August 15, 2008, at redemption prices set forth in the indenture for the 8¼% notes. In addition, at any time prior to August 15, 2006, we may redeem up to 35% of the 8¼% notes from the proceeds of certain sales of our equity securities at 108.25% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption. We may make that redemption only if, after the redemption, at least 65% of the aggregate principal amount of the 8¼% notes remains outstanding and the redemption occurs within 60 days of the closing of the equity offering.

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Upon the occurrence of a change of control, we must offer to repurchase the 8¼% notes at 101% of the principal amount of the notes, plus accrued and unpaid interest to the date of repurchase.

The indenture governing the 8¼% notes contains certain covenants limiting our ability and the ability of our restricted subsidiaries to, under certain circumstances:

•	incur additional debt;

•	issued preferred stock;

•	prepay subordinated indebtedness;

•	pay dividends or make other distributions on, redeem or repurchase, capital stock;

•	make investments or other restricted payments;

•	enter into transactions with affiliates;

•	engage in sale and leaseback transactions;

•	issue stock of restricted subsidiaries

•	sell all, or substantially all, of our assets;

•	create liens on assets to secure debt; or

•	effect a consolidation or merger.

These covenants are subject to important exceptions and qualifications as described in the indenture for the 8¼% notes.

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SELLING STOCKHOLDERS

Up to 1,000,000 shares of our common stock being offered by this prospectus may be offered by certain selling stockholders, named below.

The following table sets forth the names of selling stockholders who may offer their common stock pursuant to this prospectus and their relationship to Armor Holdings. If and when shares of common stock are to be offered and sold by one or more selling stockholders, the relevant prospectus supplement will identify the selling stockholders selling in that offering and their relationship to Armor Holdings as well as the number of shares then owned, and to be offered, by such selling stockholders, and the percentage of common stock owned after the completion of the offering by each selling stockholder.

Name				Shares Being Offered				Beneficial Ownership Before Offering								Beneficial Ownership After Offering
								Amount (1)				Percentage (2)				Amount				Percentage
Warren B. Kanders (3)					320,000				2,515,655				8.7	%			2,195,655				7.1	%
Robert R. Schiller (4)					320,000				283,005				1.0	%			0					*
Stephen E. Croskrey (5)					100,000				258,005					*			158,005					*
Nicholas Sokolow (6)					30,000				212,450					*			182,450					*
Burtt R. Ehrlich (7)					30,000				150,025					*			120,025					*
Thomas W. Strauss (8)					30,000				141,500					*			111,500					*
Glenn J. Heiar (9)					50,000				51,500					*			1,500					*
Deborah A. Zoullas (10)					15,000				19,000					*			4,000					*
Robert F. Mecredy (11)					60,000				17,878					*			0					*
Gary Allen (12)					45,000				45,132					*			132					*
Selling stockholders as a group					1,000,000

* 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)	Percent is based on 28,626,377 shares of common stock outstanding as of May 19, 2004.

(3)

Mr. Kanders is Chairman of the Board and Chief Executive Officer of Armor Holdings, Inc. Of such shares, Kanders Florida Holdings, Inc., of which Mr. Kanders is the sole stockholder and sole director, owns 2,098,395 shares. Includes options to purchase 412,500 shares of common stock. Excludes unvested restricted stock awards of 124,288 shares and vested deferred restricted stock awards of 200,000 shares granted to Mr. Kanders over which Mr. Kanders does not have voting or dispositive power and unvested options to purchase 935,000 shares of common stock. Also includes 4,760 shares held for the benefit of Mr. Kanders' children.

(4)

Mr. Schiller is President and Chief Operating Officer of Armor Holdings, Inc. Includes options to purchase 275,000 shares of common stock. Excludes unvested restricted stock awards of 112,144 shares and vested deferred performance stock awards of 150,000 shares granted to Mr. Schiller over which Mr. Schiller does not have voting or dispositive power and unvested options to purchase 350,000 shares of common stock.

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(5)	Mr. Croskrey is President and Chief Executive Officer of Armor Holdings Products Division. Includes options to purchase 220,000 shares of common stock. Excludes unvested options to purchase 100,000 shares of common stock and unvested restricted stock awards of 4,940 shares granted to Mr. Croskrey over which Mr. Croskrey does not have voting or dispositive power.

(6)

Mr. Sokolow is a director of Armor Holdings, Inc. Includes options to purchase 131,250 shares of common stock. Excludes unvested options to purchase 3,750 shares of common stock. Also includes 60,000 shares owned by S.T. Investors Fund, LLC, a limited liability company of which Mr. Sokolow is a member, 10,000 shares owned by Mr. Sokolow's profit sharing plan and 11,200 shares held for the benefit of Mr. Sokolow's children and of which Mr. Sokolow disclaims beneficial ownership.

(7)

Mr. Ehrlich is a director of Armor Holdings, Inc. Includes options to purchase 55,125 shares of common stock. Excludes unvested options to purchase 3,375 shares of common stock. Also includes 5,000 shares owned by Mr. Ehrlich's children and 6,500 shares 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.

(8)	Mr. Strauss is a director of of Armor Holdings, Inc. Includes options to purchase 129,000 shares of common stock. Excludes unvested options to purchase 3,000 shares of common stock.

(9)	Mr. Heiar is Chief Financial Officer of Armor Holdings, Inc. Includes options to purchase 40,000 shares of common stock. Excludes unvested options to purchase 150,000 shares of common stock and unvested restricted stock awards of 5,020 over which Mr. Heiar does not have voting or dispositive power.

(10)	Ms. Zoullas is a director of Armor Holdings, Inc. Includes options to purchase 19,000 shares of common stock. Excludes unvested options to purchase 23,000 shares of common stock.

(11)	Mr. Mecredy is President of the Aerospace & Defense Group. Includes options to purchase 16,666 shares of common stock. Excludes unvested restricted stock awards of 6,100 shares over which Mr. Mecredy does not have voting or dispositive power. Excludes unvested options to acquire 108,334 shares of common stock.

(12)	Mr. Allen is the General Manager of the Mobile Security Division. Includes options to purchase 41,666 shares of common stock. Excludes unvested options to purchase 33,334 shares of common stock and unvested restricted stock awards to purchase 29,500 shares of common stock over which Mr. Allen does not have voting or dispositive power.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective as of January 1, 2002, Kanders & Company, Inc. ("Kanders & Co."), a corporation controlled by Warren B. Kanders, the Executive Chairman of our Board and our Chief Executive Officer, entered into an agreement with us to provide certain investment banking, financial advisory and related services for a five year term that expires on December 31, 2006. Kanders & Co. will receive a mutually agreed upon fee on a transaction by transaction basis during the term of this agreement. The aggregate fees under this agreement will not exceed $1,575,000 during any calendar year. We also agreed to reimburse Kanders & Co. for reasonable out-of-pocket expenses including Kanders & Co.'s expenses for office space, an executive assistant, furniture and equipment, travel and entertainment, reasonable fees and disbursements of counsel, and consultants retained by Kanders & Co.

In April 2003, in connection with Mr. Kanders being appointed Chief Executive Officer of Armor Holdings, Armor Holdings and Kanders & Co. agreed to terminate the agreement pursuant to which Kanders & Co. provided certain services to Armor Holdings. We paid Kanders & Co. $143,000 for investment banking services during fiscal 2003 (through and including April 2003 only). We also reimbursed Kanders & Co. for out-of-pocket expenses in the aggregate amount of $61,000 during the fiscal year ended December 31, 2003 (through and including April 2003 only).

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Effective as of January 1, 2003, we entered into a Transportation Services Agreement with Kanders Aviation, LLC, an entity controlled by Mr. Kanders. Pursuant to the terms of the Transportation Services Agreement and upon our request, Kanders Aviation may, in its sole discretion, provide us with air transportation services via certain aircraft. The Transportation Services Agreement will remain in effect indefinitely until terminated by written notice by either party thereto to the other party thereto. During the term of the Transportation Services Agreement, we will reimburse Kanders Aviation in an amount equal to the fair market value of the air transportation services provided by Kanders Aviation to us and any additional expenses incurred by Kanders Aviation in connection with such air transportation services.

Nicholas Sokolow, one of our directors, is a member of the law firm Sokolow, Carreras & Associates located in Paris, France. We have retained Sokolow, Carreras & Associates during the fiscal year ended December 31, 2003 and may retain Sokolow, Carreras & Associates during the fiscal year ending December 31, 2004. During the fiscal year ended December 31, 2003, we paid Sokolow, Carreras & Associates $124,000 for legal services in connection with our French operations.

PLAN OF DISTRIBUTION

We and any selling stockholder may sell securities to or through underwriters and also may sell securities directly to purchasers or through agents. We will name any underwriter or agent involved in the offer and sale of securities in the applicable prospectus supplement.

We and any selling stockholder may distribute the securities from time to time in one or more transactions:

•	at a fixed price or prices, which may be changed;

•	at market prices prevailing at the time of sale;

•	at prices related to such prevailing market prices; or

•	at negotiated prices.

We and any selling stockholder may also, from time to time, authorize dealers, acting as our agents, to offer and sell securities upon the terms and conditions set forth in the applicable prospectus supplement. In connection with the sale of securities, we and any selling stockholder, or the purchasers of securities for whom the underwriters may act as agents, may compensate underwriters in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Underwriters, dealers and agents participating in the distribution of securities may be deemed to be underwriters under the Securities Act, and any discounts or commissions they receive from us or any stockholder and any profit they realize on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. We will describe in the applicable prospectus supplement any compensation we or any stockholder pay to underwriters or agents in connection with the offering of securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers.

We and any selling stockholder may enter into agreements to indemnify underwriters, dealers and agents who participate in the distribution of securities against certain liabilities, including liabilities under the Securities Act.

To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if

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securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

Certain of the underwriters, dealers or agents and their associates may engage in transactions with and perform services for us in the ordinary course of our business.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and in accordance therewith we are required to file periodic reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed by us can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the Regional Offices of the Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, at the prescribed rates. The Commission also maintains a site on the World Wide Web that contains reports, proxy and information statements and other information regarding registrants that file electronically. The address of such site is http://www.sec.gov. The telephone number of the Public Reference Room of the Commission is 1-800-SEC-0330, and you may obtain information on the operation of the Public Reference Room by calling the Commission at such telephone number. In addition, similar information can be inspected at the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

With respect to the common stock, preferred stock, warrants, and debt securities, this prospectus omits certain information that is contained in the registration statement on file with the Commission, of which this prospectus is a part. For further information with respect to us and our common stock, preferred stock, warrants, and debt securities, reference is made to the registration statement, including the exhibits incorporated therein by reference or filed therewith. Statements herein contained concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit or incorporated by reference in the registration statement, each such statement, each such statement being qualified in all respects by such reference. The registration statement and the exhibits may be inspected without charge at the offices of the Commission or copies thereof obtained at prescribed rates from the public reference section of the Commission at the addresses set forth above.

You should rely on the information contained in this prospectus and in the registration statement as well as other information you deem relevant. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus is an offer to sell, or a solicitation of offers to buy, securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale or exchange of securities, however, we have a duty to update that information while this prospectus is in use by you where, among other things, any facts or circumstances arise which, individually or in the aggregate, represent a fundamental change in the information contained in this prospectus or any material information with respect to the plan of distribution was not previously disclosed in the prospectus or there is any material change to such information in the prospectus. This prospectus does not offer to sell or solicit any offer to buy any

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securities other than the common stock, preferred stock, warrants, and debt securities to which it relates, nor does it offer to sell or solicit any offer to buy any of these securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

EXPERTS

The consolidated financial statements of Armor Holdings, Inc. and subsidiaries appearing in its Annual Report on 10-K/A for the year ended December 31, 2003, have been audited by PricewaterhouseCoopers LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Simula, Inc. and subsidiaries as of December 31, 2002 and for each of the three years in the period ended December 31, 2002 appearing in our Current Report on Form 8-K/A, filed January 22, 2004, have been audited by Deloitte & Touche LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by Kane Kessler, P.C., New York, New York. Any underwriters will be advised about the other issues relating to any offering by their own legal counsel.

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PROSPECTUS

ARMOR HOLDINGS, INC.

$500,000,000

Debt Securities, Common Stock,
Preferred Stock, and Warrants

                 , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

The expenses to be paid by us in connection with the distribution of the securities being registered are as set forth in the following table:

Securities and Exchange Commission Fee				$	63,350
*Legal Fees and Expenses					375,000
*Accounting Fees and Expenses					200,000
*Printing Expenses					300,000
*Blue Sky Fees					7,500
*Trustee/Issuing & Paying Agent Fees and Expenses					5,000
*Transfer Agent Fees & Expenses					5,000
*Miscellaneous					50,000
*Total				$	1,005,850

*Estimated

Item 15.    Indemnification of Directors and Officers

Under Section 145 of the General Corporation Law of the State of Delaware ("DGCL"), a corporation may indemnify 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 (other than an action by or in the right of the corporation) by reason of the fact that he or she 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 employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

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As permitted by the DGCL, Armor Holdings' Charter provides that, to the fullest extent permitted by the DGCL, no director shall be liable to Armor Holdings or to its stockholders for monetary damages for breach of his/her fiduciary duty as a director. Delaware law does not permit the elimination of liability (i) for any breach of the director's duty of loyalty to Armor Holdings or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases or (iv) for any transaction from which the director derives an improper personal benefit. The effect of this provision in the Charter is to eliminate the rights of Armor Holdings and its stockholders (through stockholders' derivative suits on behalf of Armor Holdings) to recover monetary damages against a director for breach of fiduciary duty as a director thereof (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i)-(iv), inclusive, above. These provisions will not alter the liability of directors under federal securities laws.

Armor Holdings' Charter provides that Armor Holdings may indemnify 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 (other than an action by or in the right of Armor Holdings) by reason of the fact that he/she is or was a director, officer, employee or agent of Armor Holdings or is or was serving at the request of Armor Holdings as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of Armor Holdings, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

Armor Holdings Charter also provides that Armor Holdings may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Armor Holdings to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted under similar standards, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to Armor Holdings unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Armor Holdings' Charter also provides that to the extent a director or officer of Armor Holdings has been successful in the defense of any action, suit or proceeding referred to in the previous paragraphs or in the defense of any claim, issue, or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith; that indemnification provided for in the Charter shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the Company may purchase and maintain insurance on behalf of a director or officer of the Company against any liability asserted against him/her or incurred by him/her in any such capacity or arising out of his/her status as such whether or not Armor Holdings would have the power to indemnify him/her against such liabilities under the provisions of Section 145 of the DGCL.

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Item 16.    Exhibits

Exhibit				Description
1.1				Form of Underwriting Agreement. (3)
4.1				Form of Common Stock Certificate (filed as Exhibit 4.1 to Registration Statement No. 333-28879 on Form S-1 of the Company and incorporated herein by reference).
4.2				Form of Indenture. (2)
4.3				Form of Debt Security. (3)
4.4				Form of Certificate of Designation. (3)
4.5				Form of Warrant Agreement. (3)
4.6				Form of Warrant (included in Exhibit 4.5). (3)
5.1				Opinion of Kane Kessler, P.C. (2)
12.1				Statement of Computation of Ratio of Earnings to Fixed Charges. (2)
23.1				Consent of PricewaterhouseCoopers LLP. (2)
23.2				Consent of Deloitte & Touche LLP. (2)
23.3				Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)
24.1				Powers of Attorney (See signature pages of this registration statement). (1)(2)
25.1				Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1. (2)

(1)	Previously filed.

(2)	Filed herewith.

(3)	To be filed by amendment or by a report on Form 8-K pursuant to Item 601(b) of Regulation S-K.

Item 17.    Undertakings

A.    The undersigned registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by Armor Holdings pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Armor Holdings's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Armor Holdings pursuant to the foregoing provisions, or otherwise, Armor Holdings has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Armor Holdings of expenses incurred or paid by a director, officer or controlling person of Armor Holdings in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Armor Holdings will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

D.	The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

ARMOR HOLDINGS, INC.

By:                         *                            

Warren B. Kanders,
Chief Executive Officer and Chairman
of the Board of Directors

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement or any registration statement for this offering that is to be effective upon the filing pursuant to rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*		Chairman of the Board of Directors, Chief Executive Officer and Director (principal executive officer)		May 26, 2004
Warren B. Kanders
*		Chief Financial Officer (principal financial officer)		May 26, 2004
Glenn J. Heiar
*		Director		May 26, 2004
Nicholas Sokolow
*		Director		May 26, 2004
Burtt R. Ehrlich
*		Director		May 26, 2004
Thomas W. Strauss
*		Director		May 26, 2004
Alair A. Townsend
*		Director		May 26, 2004
Deborah A. Zoullas
/s/ David R. Haas		Director		May 26, 2004
David R. Haas

* By: /s/ Robert R. Schiller

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

911EP, INC.
ARMOR BRANDS, INC.
ARMOR HOLDINGS FORENSICS, L.L.C.
ARMOR HOLDINGS PRODUCTS, L.L.C.
ARMOR SAFETY PRODUCTS COMPANY
BREAK-FREE ARMOR CORP.
BREAK-FREE INC.
CASCO INTERNATIONAL, INC.
DEFENSE TECHNOLOGY CORPORATION
    OF AMERICA
IDENTICATOR, INC.
MONADNOCK LIFETIME PRODUCTS, INC.
MONADNOCK LIFETIME PRODUCTS, INC.
MONADNOCK POLICE TRAINING
    COUNCIL, INC.
PRO-TECH ARMORED PRODUCTS OF
    MASSACHUSETTS, INC.
RAMTECH DEVELOPMENT CORP.
SAFARILAND GOVERNMENT SALES, INC.
SAFARI LAND LTD, INC.
SPEEDFEED ACQUISITION CORP.

By:                         *                            

Stephen E. Croskrey
President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signatures		Title		Date
/s/ Robert R. Schiller		Director		May 26, 2004
Robert R. Schiller
*		Director and President (principal executive officer)		May 26, 2004
Stephen E. Croskrey
*		Treasurer (principal financial officer)		May 26, 2004
Mark Williams

* By: /s/ Robert R. Schiller

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

AHI PROPERTIES I, INC.

By: /s/ Robert R. Schiller                    

Robert R. Schiller
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement or any registration statement for this offering that is to be effective upon the filing pursuant to rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*		Director and Treasurer (principal financial officer)		May 26, 2004
Glenn J. Heiar
/s/ Glenn L. Katz		Director		May 26, 2004
Glenn L. Katz
/s/ Robert R. Schiller		Chief Executive Officer (principal executive officer)		May 26, 2004
Robert R. Schiller

* By: /s/ Robert R. Schiller

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

ARMORGROUP SERVICES, LLC

By: /s/ Robert R. Schiller                

Robert R. Schiller
Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement or any registration statement for this offering that is to be effective upon the filing pursuant to rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert R. Schiller		Manager, Chief Executive Officer and President (principal executive officer)		May 26, 2004
Robert R. Schiller
/s/ Glenn L. Katz		Manager and Treasurer (principal financial officer)		May 26, 2004
Glenn L. Katz

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

ARMOR HOLDINGS GP, LLC

By: /s/ Robert R. Schiller                

Robert R. Schiller
Vice President and Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement or any registration statement for this offering that is to be effective upon the filing pursuant to rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Glenn L. Katz		Manager		May 26, 2004
Glenn L. Katz
*		Manager		May 26, 2004
Glenn J. Heiar
/s/ Robert R. Schiller		Vice President and Treasurer (principal executive and financial officer)		May 26, 2004
Robert R. Schiller

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

ARMOR HOLDINGS LP, LLC

By: /s/ Glenn L. Katz                

Glenn L. Katz
Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement or any registration statement for this offering that is to be effective upon the filing pursuant to rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Glenn L. Katz		Manager, Chief Executive Officer and President (principal executive officer)		May 26, 2004
Glenn L. Katz
/s/ Robert R. Schiller		Manager and Treasurer (principal financial officer)		May 26, 2004
Robert R. Schiller
*		Manager		May 26, 2004
Glenn J. Heiar

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

ARMOR HOLDINGS MOBILE SECURITY,
    L.L.C.

By: /s/ Robert R. Schiller                

Robert R. Schiller
President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert R. Schiller		Manager and President (principal executive officer)		May 26, 2004
Robert R. Schiller
*		Manager and Treasurer (principal financial officer)		May 26, 2004
Glenn J. Heiar

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

ARMOR HOLDINGS PAYROLL SERVICES,
LLC

By:                             *                                

Glenn J. Heiar
Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*		Manager		May 26, 2004
Edward Bayhi
*		Manager		May 26, 2004
Glenn J. Heiar

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

ARMOR HOLDINGS PROPERTIES, INC.

By: /s/ Robert R. Schiller                

Robert R. Schiller
Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert R. Schiller		Director, Chief Executive Officer and President (principal executive officer)		May 26, 2004
Robert R. Schiller
*		Director and Treasurer (principal financial officer)		May 26, 2004
Glenn J. Heiar

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

B-SQUARE, INC.

By:                             *                                

Stephen E. Croskrey
President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert R. Schiller		Director		May 26, 2004
Robert R. Schiller
*		Director and President (principal executive officer)		May 26, 2004
Stephen E. Croskrey
*		Treasurer (principal financial officer)		May 26, 2004
Charles Ricci

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

CDR INTERNATIONAL, INC.

By:                             *                                

Glenn J. Heiar
President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert R. Schiller		Director		May 26, 2004
Robert R. Schiller
*		President and Treasurer (principal executive and financial officer)		May 26, 2004
Glenn J. Heiar

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

NAP PROPERTIES, LTD.

By: NAP Property Managers, LLC, as General
        Partner

By: Armor Holdings Properties, Inc., as Managing
        Member

By: /s/ Robert R. Schiller                

Robert R. Schiller
Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert R. Schiller		Chief Executive Officer and President of Armor Holdings Properties, Inc., Managing Member of General Partner of NAP Properties, Ltd.		May 26, 2004
Robert R. Schiller

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

NAP PROPERTY MANAGERS, LLC

By: Armor Holdings Properties, Inc., as
        Managing Member

By: /s/ Robert R. Schiller                

Robert R. Schiller
Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert R. Schiller		Chief Executive Officer and President of Armor Holdings Properties, Inc., Managing Member of NAP Property Managers, LLC		May 26, 2004
Robert R. Schiller

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

NEW TECHNOLOGIES ARMOR, INC.

By:                             *                                

Michael Anderson
President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert R. Schiller		Director		May 26, 2004
Robert R. Schiller
*		Director		May 26, 2004
Glenn J. Heiar
*		Director and President (principal executive officer)		May 26, 2004
Michael Anderson
*		Director and Vice President – Finance (principal financial officer)		May 26, 2004
John Dethman

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

O'GARA-HESS & EISENHARDT
ARMORING COMPANY, L.L.C.

By: /s/ Robert R. Schiller                

Robert R. Schiller
Sole Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert R. Schiller		Sole Manager		May 26, 2004
Robert R. Schiller

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

THE O'GARA COMPANY

By:                                 *                                    

Gary Allen
Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*		Director, Chief Executive Officer and President (principal executive officer)		May 26, 2004
Gary Allen
/s/ Robert R. Schiller		Director		May 26, 2004
Robert R. Schiller
*		Treasurer (principal financial officer)		May 26, 2004
Glenn J. Heiar

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

AHI BULLETPROOF ACQUISITION CORP.
AI CAPITAL CORP.
CCEC CAPITAL CORP.
INTERNATIONAL CENTER FOR SAFETY
    EDUCATION, INC.
SAI CAPITAL CORP.
SIMULA AEROSPACE & DEFENSE
    GROUP, INC.
SIMULA, INC.
SIMULA POLYMERS SYSTEMS, INC.
SIMULA TECHNOLOGIES, INC.

By:                             *                                

Robert Mecredy
Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*		Director, Chief Executive Officer and President (principal executive officer)		May 26, 2004
Robert Mecredy
/s/ Robert R. Schiller		Director		May 26, 2004
Robert R. Schiller
*		Director, Chief Financial Officer, Treasurer and Secretary (principal financial officer)		May 26, 2004
Glenn J. Heiar

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

HATCH IMPORTS, INC.

By:                             *                                

Stephen E. Croskrey
President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*		Director and President (principal executive officer)		May 26, 2004
Stephen E. Croskrey
*		Director and Vice President		May 26, 2004
Glenn J. Heiar
*		Vice President and Treasurer (principal financial officer)		May 26, 2004
Mark Williams

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida on May 26, 2004.

ODV HOLDINGS CORP.

By:                             *                                

Stephen E. Croskrey
President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*		Director and President (principal executive officer)		May 26, 2004
Stephen E. Croskrey
*		Chief Financial Officer (principal financial officer)		May 26, 2004
Glenn J. Heiar
/s/ Robert R. Schiller		Director		May 26, 2004
Robert R. Schiller

* By: /s/ Robert R. Schiller                

Robert R. Schiller
As Attorney-in-Fact

EXHIBIT INDEX

Exhibit				Description
1.1				Form of Underwriting Agreement. (3)
4.1				Form of Common Stock Certificate (filed as Exhibit 4.1 to Registration Statement No. 333-28879 on Form S-1 of the Company and incorporated herein by reference).
4.2				Form of Indenture. (2)
4.3				Form of Debt Security. (3)
4.4				Form of Certificate of Designation. (3)
4.5				Form of Warrant Agreement. (3)
4.6				Form of Warrant (included in Exhibit 4.5). (3)
5.1				Opinion of Kane Kessler, P.C. (2)
12.1				Statement of Computation of Ratio of Earnings to Fixed Charges. (2)
23.1				Consent of PricewaterhouseCoopers LLP. (2)
23.2				Consent of Deloitte & Touche LLP. (2)
23.3				Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)
24.1				Powers of Attorney (See signature pages of this registration statement). (1)(2)
25.1				Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1. (2)

(1)	Previously Filed

(2)	Filed herewith.

(3)	To be filed by amendment or by a report on Form 8-K pursuant to Item 601(b) of Regulation S-K.

EX-4.2

                          Armor Holdings, Inc., Issuer


                                       and


                       Wachovia Bank, National Association




                                    Indenture


                          Dated as of _______ __, 2004



                                 DEBT SECURITIES





                                 ARMOR HOLDINGS,
                                 DEBT SECURITIES
                             CROSS REFERENCE SHEET(1)

              This Cross Reference Sheet shows the location in the
                  Indenture of the provisions inserted pursuant
                            to Sections 310 - 318(a),
                        inclusive, of the Trust Indenture
                            Act of 1939, as amended.

Trust Indenture Act                                       Sections of Indenture
- -------------------                                       ---------------------

ss.310(a)(1).............................................  9.08
           (a)(2)........................................  9.08
           (a)(3)........................................  Inapplicable
           (a)(4)........................................  Inapplicable
           (a)(5)........................................  9.08
           (b)...........................................  9.07 and 9.09
           (c)...........................................  Inapplicable
ss.311(a)................................................  9.12
           (b)...........................................  9.12
           (c)...........................................  Inapplicable
ss.312(a)................................................  7.01 and 7.02
           (b)...........................................  7.02
           (c)...........................................  7.02
ss.313(a)................................................  7.03
           (b)...........................................  7.03
           (c)...........................................  7.03
           (d)...........................................  7.03
ss.314(a) ...............................................  7.04
           (a)(4)........................................  1.01 and 6.07
           (b)...........................................  Inapplicable
           (c)(l)........................................  Inapplicable
           (c)(2)........................................  Inapplicable
           (c)(3)........................................  Inapplicable
           (d)...........................................  Inapplicable
           (e)...........................................  Inapplicable
           (f)...........................................  Inapplicable
ss.315 (a)...............................................  9.01
           (b)...........................................  8.08
           (c)...........................................  9.01
           (d)...........................................  9.01
           (e)...........................................  8.07
ss.316 (a)...............................................  1.01


- ----------
(1)  The Cross Reference Sheet is not part of the Indenture.



           (a)(l)(A).....................................  8.01 and 8.06
           (a)(l)(B) ....................................  8.01
           (a)(2) .......................................  Inapplicable
           (b)...........................................  8.09
           (c)...........................................  Inapplicable
ss.317(a)(1) ............................................  8.02
           (a)(2) .......................................  8.02
           (b) ..........................................  6.03
ss.318(a) ...............................................  Inapplicable



                                TABLE OF CONTENTS



ARTICLE I.         DEFINITIONS...........................................................................1

   SECTION 1.01.     CERTAIN TERMS DEFINED...............................................................1

ARTICLE II.        THE SECURITIES.......................................................................13

   SECTION 2.01.     DESIGNATION AND AMOUNT OF SECURITIES...............................................13
   SECTION 2.02.     FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE OF AUTHENTICATION.....................14
   SECTION 2.03.     DATE AND DENOMINATIONS.............................................................15
   SECTION 2.04.     EXECUTION, AUTHENTICATION AND DELIVERY OF SECURITIES...............................15
   SECTION 2.05.     REGISTRATION OF TRANSFER AND EXCHANGE..............................................16
   SECTION 2.06.     TEMPORARY SECURITIES...............................................................18
   SECTION 2.07.     MUTILATED, DESTROYED, LOST, AND STOLEN SECURITIES..................................19
   SECTION 2.08.     CANCELLATION OF SURRENDERED SECURITIES.............................................19
   SECTION 2.09.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.....................................20
   SECTION 2.10.     PERSONS DEEMED OWNERS..............................................................21
   SECTION 2.11.     COMPUTATION OF INTEREST............................................................21
   SECTION 2.12.     CUSIP NUMBERS......................................................................21

ARTICLE III.       REDEMPTION OF SECURITIES.............................................................22

   SECTION 3.01.     APPLICABILITY OF ARTICLE...........................................................22
   SECTION 3.02.     ELECTION TO REDEEM; NOTICE TO TRUSTEE..............................................22
   SECTION 3.03.     DEPOSIT OF REDEMPTION PRICE........................................................23
   SECTION 3.04.     SECURITIES PAYABLE ON REDEMPTION DATE..............................................23
   SECTION 3.05.     SECURITIES REDEEMED IN PART........................................................23

ARTICLE IV.        SINKING FUNDS........................................................................24

   SECTION 4.01.     APPLICABILITY OF ARTICLE...........................................................24
   SECTION 4.02.     SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES..............................24
   SECTION 4.03.     REDEMPTION OF SECURITIES FOR SINKING FUND..........................................24

ARTICLE V.         DEFEASANCE AND COVENANT DEFEASANCE...................................................25

   SECTION 5.01.     COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.......................25
   SECTION 5.02.     DEFEASANCE AND DISCHARGE...........................................................25
   SECTION 5.03.     COVENANT DEFEASANCE................................................................25
   SECTION 5.04.     CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE....................................26
   SECTION 5.05.     DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
                     OTHER MISCELLANEOUS PROVISIONS.....................................................27
   SECTION 5.06.     REINSTATEMENT......................................................................28

ARTICLE VI.        PARTICULAR COVENANTS OF THE COMPANY..................................................28

   SECTION 6.01.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST ON SECURITIES...........................28
   SECTION 6.02.     MAINTENANCE OF OFFICE OR AGENCY....................................................29
   SECTION 6.03.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..................................29
   SECTION 6.04.     PAYMENT OF TAXES AND OTHER CLAIMS..................................................30
   SECTION 6.05.     MAINTENANCE OF PROPERTIES..........................................................30
   SECTION 6.06.     EXISTENCE..........................................................................31
   SECTION 6.07.     COMPLIANCE WITH LAWS...............................................................31
   SECTION 6.08.     STATEMENT BY OFFICERS AS TO DEFAULT................................................31
   SECTION 6.09.     WAIVER OF CERTAIN COVENANTS........................................................31
   SECTION 6.10.     CALCULATION OF ORIGINAL ISSUE DISCOUNT.............................................32

ARTICLE VII.      SECURITIES HOLDERS' LIST AND REPORTS BY THE COMPANY AND THE TRUSTEE...................32

   SECTION 7.01.     COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS..........................32
   SECTION 7.02.     PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS..............................32
   SECTION 7.03.     REPORTS BY TRUSTEE.................................................................33


                                      (i)


   SECTION 7.04.     REPORTS BY COMPANY.................................................................33

ARTICLE VIII.     DEFAULT...............................................................................33

   SECTION 8.01.     EVENT OF DEFAULT...................................................................33
   SECTION 8.02.     COVENANT OF COMPANY TO PAY TO TRUSTEE WHOLE AMOUNT DUE ON SECURITIES
                     ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL; SUITS FOR ENFORCEMENT BY
                     TRUSTEE............................................................................36
   SECTION 8.03.     APPLICATION OF MONEY COLLECTED BY TRUSTEE..........................................37
   SECTION 8.04.     LIMITATION ON SUITS BY HOLDERS OF SECURITIES.......................................38
   SECTION 8.05.     RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION IN EXERCISE OF RIGHTS
                     NOT A WAIVER OF EVENT OF DEFAULT...................................................38
   SECTION 8.06.     RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF OUTSTANDING
                     SECURITIES TO DIRECT TRUSTEE.......................................................39
   SECTION 8.07.     REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN SUITS UNDER THE
                     INDENTURE OR AGAINST THE TRUSTEE...................................................39
   SECTION 8.08.     NOTICE OF DEFAULTS.................................................................39
   SECTION 8.09.     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM, AND
                     INTEREST...........................................................................39
   SECTION 8.10.     RESTORATION OF RIGHTS AND REMEDIES.................................................40
   SECTION 8.11.     TRUSTEE MAY FILE PROOFS OF CLAIMS..................................................40

ARTICLE IX.       CONCERNING THE TRUSTEE................................................................40

   SECTION 9.01.     CERTAIN DUTIES AND RESPONSIBILITIES................................................40
   SECTION 9.02.     CERTAIN RIGHTS OF TRUSTEE..........................................................41
   SECTION 9.03.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.............................43
   SECTION 9.04.     MAY HOLD SECURITIES................................................................43
   SECTION 9.05.     MONEY HELD IN TRUST................................................................43
   SECTION 9.06.     COMPENSATION AND REIMBURSEMENT.....................................................44
   SECTION 9.07.     DISQUALIFICATION; CONFLICTING INTERESTS............................................44
   SECTION 9.08.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY............................................44
   SECTION 9.09.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..................................45
   SECTION 9.10.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.............................................46
   SECTION 9.11.     MERGER, CONVERSION, CONSOLIDATION, OR SUCCESSION TO BUSINESS.......................47
   SECTION 9.12.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..................................48
   SECTION 9.13.     APPOINTMENT OF AUTHENTICATING AGENT................................................48
   SECTION 9.14.     TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY............................49

ARTICLE X.        SUPPLEMENTAL INDENTURES AND CERTAIN ACTIONS...........................................50

   SECTION 10.01.       PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE ENTERED INTO
                        WITHOUT CONSENT OF HOLDERS......................................................50
   SECTION 10.02.       MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF AT LEAST A
                        MAJORITY IN PRINCIPAL AMOUNT OF OUTSTANDING SECURITIES..........................51
   SECTION 10.03.       EXECUTION OF SUPPLEMENTAL INDENTURES............................................52
   SECTION 10.04.       EFFECT OF SUPPLEMENTAL INDENTURES...............................................52
   SECTION 10.05.       CONFORMITY WITH TRUST INDENTURE ACT.............................................52
   SECTION 10.06.       REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..............................52

ARTICLE XI.       CONSOLIDATION, MERGER, SALE, OR TRANSFER..............................................53

   SECTION 11.01.       CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES PERMITTED ONLY ON
                        CERTAIN TERMS...................................................................53

ARTICLE XII.      SATISFACTION AND DISCHARGE OF INDENTURE...............................................53

   SECTION 12.01.       SATISFACTION AND DISCHARGE OF INDENTURE.........................................53
   SECTION 12.02.       APPLICATION OF TRUST MONEY......................................................54


                                      (ii)


ARTICLE XIII.     GUARANTEES............................................................................54

   SECTION 13.01.       UNCONDITIONAL GUARANTEE.........................................................54
   SECTION 13.02.       LIMITATION OF SUBSIDIARY GUARANTOR'S LIABILITY..................................55
   SECTION 13.03.       CONTRIBUTION....................................................................56
   SECTION 13.04.       EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.................................56
   SECTION 13.05.       SEVERABILITY....................................................................56

ARTICLE XIV.      SUBORDINATION OF SUBSIDIARY GUARANTEES................................................57

   SECTION 14.01.       GUARANTEES SUBORDINATED TO SENIOR DEBT..........................................57
   SECTION 14.02.       LIQUIDATION; DISSOLUTION; BANKRUPTCY............................................57
   SECTION 14.03.       DEFAULT ON DESIGNATED SENIOR DEBT...............................................58
   SECTION 14.04.       GUARANTEES UNCONDITIONAL........................................................58
   SECTION 14.05.       WHEN DISTRIBUTION MUST BE PAID OVER.............................................59
   SECTION 14.06.       NOTICE BY THE COMPANY...........................................................59
   SECTION 14.07.       SUBROGATION.....................................................................60
   SECTION 14.08.       RELATIVE RIGHTS.................................................................60
   SECTION 14.09.       SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY................................60
   SECTION 14.10.       DISTRIBUTION OR NOTICE TO REPRESENTATIVE........................................60
   SECTION 14.11.       RIGHTS OF TRUSTEE AND PAYING AGENT..............................................61
   SECTION 14.12.       AUTHORIZATION TO EFFECT SUBORDINATION...........................................61
   SECTION 14.13.       TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT................................61

ARTICLE XV.       MISCELLANEOUS PROVISIONS..............................................................62

   SECTION 15.01.       SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE............................62
   SECTION 15.02.       SERVICE OF REQUIRED NOTICE TO TRUSTEE AND COMPANY...............................62
   SECTION 15.03.       SERVICE OF REQUIRED NOTICE TO HOLDERS; WAIVER...................................62
   SECTION 15.04.       INDENTURE AND SECURITIES TO BE CONSTRUED IN ACCORDANCE WITH THE
                        LAWS OF THE STATE OF NEW YORK; WAIVER OF JURY TRIAL.............................63
   SECTION 15.05.       COMPLIANCE CERTIFICATES AND OPINIONS............................................63
   SECTION 15.06.       FORM OF DOCUMENTS DELIVERED TO TRUSTEE..........................................63
   SECTION 15.07.       PAYMENTS DUE ON NON-BUSINESS DAYS...............................................64
   SECTION 15.08.       PROVISIONS REQUIRED BY TRUST INDENTURE ACT TO CONTROL...........................64
   SECTION 15.09.       INVALIDITY OF PARTICULAR PROVISIONS.............................................64
   SECTION 15.10.       INDENTURE MAY BE EXECUTED IN COUNTERPARTS.......................................64
   SECTION 15.11.       ACTS OF HOLDERS; RECORD DATES...................................................64
   SECTION 15.12.       EFFECT OF HEADINGS AND TABLE OF CONTENTS........................................67
   SECTION 15.13.       BENEFITS OF INDENTURE...........................................................67



                                     (iii)


     Indenture, dated as of ______ __, 2004 between Armor Holdings, Inc., a
corporation duly organized and existing under the laws of the state of Delaware
(the "Company"), and Wachovia Bank, National Association, a national banking
association, (herein called the "Trustee").

                                    RECITALS

          A. The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, Securities, and other evidences of indebtedness (the "Securities"),
to be issued in one or more series as in this Indenture provided.

          B. The Securities of each series will be in such form as may be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions, and other variations as are required or permitted by this
Indenture, and may have such letters, numbers, or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

                                   Article I.

                                   DEFINITIONS

     Section 1.01. Certain Terms Defined.

          (a) The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context of this Indenture otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture that are defined in the Trust Indenture Act, either directly or
by reference therein (except as herein otherwise expressly provided or unless
the context of this Indenture otherwise requires), have the respective meanings
assigned to such terms in the Trust Indenture Act as in force at the date of
this Indenture as originally executed.

Act:

          The term "Act", when used with respect to any Holder, has the meaning
set forth in Section 15.11.

Affiliate:

          The term "Affiliate" means, with respect to a particular Person, any
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. For purposes of this definition, control
of a Person means the power to direct the management and policies of such
Person, directly or indirectly, whether




through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative of the foregoing.

Authenticating Agent:
- ---------------------

          The term "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 9.13 to act on behalf of the Trustee to authenticate
Securities of one or more series.

Board of Directors:
- -------------------

          The term "Board of Directors" means the Board of Directors of the
Company or a duly authorized committee of such Board.

Board Resolution:
- -----------------

          The term "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

Business Day:
- -------------

          The term "Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday, and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or required by law or executive order to close.

Capital Lease:
- --------------

          The term "Capital Lease" means, with respect to any Person, any lease
of property (whether real, personal, or mixed) by such Person or its
Subsidiaries as lessee that would be capitalized on a balance sheet of such
Person or its Subsidiaries prepared in conformity with GAAP, other than, in the
case of such Person or its Subsidiaries, any such lease under which such Person
or any of its Subsidiaries is the lessor.

Capital Lease Obligations:
- --------------------------

          The term "Capital Lease Obligations" means, with respect to any
Person, the capitalized amount of all obligations of such Person and its
Subsidiaries under Capital Leases, as determined on a consolidated basis in
conformity with GAAP.

Capital Stock:
- --------------

          The term "Capital Stock" means (i) in the case of a corporation,
corporate stock; (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership or membership

                                      - 2 -


interests (whether general or limited); and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

Commission:
- -----------

          The term "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

Common Stock:
- -------------

          The term "Common Stock" means the common stock of the Company, par
value $0.01 per share.

Company:
- --------

          The term "Company" means Armor Holdings, Inc., a Delaware corporation,
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Company" will mean such successor
Person.

Company Request or Company Order:
- ---------------------------------

          The term "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, the President, a Vice
President, the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant
Secretary of the Company, and delivered to the Trustee.

Corporate Trust Office:
- -----------------------

          "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 225 Water Street, 3rd Floor,
Jacksonville, Florida 32202, Attention: Corporate Trust, or such other address
as the Trustee may designate form time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Company).

Covenant Defeasance:
- --------------------

          The term "Covenant Defeasance" has the meaning set forth in Section
5.03.


                                     - 3 -


Credit Agreement:
- -----------------

          The term "Credit Agreement" means that certain Credit Agreement, dated
as of August 12, 2003, by and among the Company, Bank of America, N.A., as
Administrative Agent and Arranger and the other lenders named therein, relating
to a $60 million senior secured revolving credit facility, including any related
letters of credit, Securities, Guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced from time to time
by one or more credit facilities, in which case, the credit agreement or similar
agreement together with all other documents and instruments related shall
constitute the "Credit Agreement," whether with the same or different agents and
lenders.

Credit Facilities:
- ------------------

          The term "Credit Facilities" means, one or more debt facilities
(including, without limitation, the Credit Agreement (and any hedging
arrangements with the lenders thereunder or Affiliates of such lenders, secured
by the collateral securing the Company's Obligations under the Credit Agreement)
or commercial paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time by one or more of
such facilities, whether with the same or different banks and lenders.

Default:
- --------

          The term "Default" means any event which, with notice or passage of
time or both, would constitute an Event of Default.

Defaulted Interest:
- -------------------

          The term "Defaulted Interest" has the meaning set forth in Section
2.09.

Defeasance:
- -----------

          The term "Defeasance" has the meaning set forth in Section 5.02.

Defeasible Series:
- ------------------

          The term "Defeasible Series" has the meaning set forth in Section
5.01.

Depositary:
- -----------

          The term "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing

                                     - 4 -


agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 2.01.

Designated Senior Debt:
- -----------------------

          The term "Designated Senior Debt" means (i) any Indebtedness
outstanding under the Credit Facilities, and (ii) after payment in full of all
Obligations under the Credit Facilities, any other Senior Debt permitted under
this Indenture the principal amount of which is $25.0 million or more and that
has been designated by the Company as "Designated Senior Debt."

Domestic Subsidiary:
- --------------------

          The term "Domestic Subsidiary" means any Subsidiary of the Company
that was formed under the laws of the United States or any state thereof or the
District of Columbia.

Equity Interests:
- -----------------

          The term "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

Event of Default:
- -----------------

          The term "Event of Default" has the meaning set forth in Section
8.01(a).

Exchange Act:
- -------------

          The term "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, as the same may be in effect from time to time.

GAAP:
- -----

          The term "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and The American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by any
successor entity as may be in general use by significant segments of the
accounting profession, which are applicable to the circumstances as of the date
of determination.

Global Security:
- ----------------

          The term "Global Security" means a Security that evidences all or part
of the Securities of any series and is authenticated and delivered to, and
registered in the name of, the Depositary for such Securities or a nominee
thereof.


                                     - 5 -


Guarantee:
- ----------

          The tem "Guarantee" means a guarantee, other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness. The terms "guarantee" and
"guaranteed" used as a verb shall have a correlative meaning.

Holder:
- -------

          The term "Holder" means a person in whose name a particular Security
is registered in the Security Register.

Indebtedness:
- -------------

          The term "Indebtedness" means, as applied to any Person, without
duplication: (a) all obligations of such Person for borrowed money; (b) all
obligations of such Person for the deferred purchase price of property or
services (other than property and services purchased, and expense accruals and
deferred compensation items arising, in the ordinary course of business); (c)
all obligations of such Person evidenced by Securities, bonds, debentures,
mandatorily redeemable preferred stock, or other similar instruments (other than
performance, surety, and appeals bonds arising in the ordinary course of
business); (d) all payment obligations created or arising under any conditional
sale, deferred price, or other title retention agreement with respect to
property acquired by such Person (unless the rights and remedies of the seller
or lender under such agreement in the event of default are limited to
repossession or sale of such property); (e) any Capital Lease Obligation of such
Person; (f) all reimbursement, payment, or similar obligations, contingent or
otherwise, of such Person under acceptance, letter of credit, or similar
facilities (other than letters of credit in support of trade obligations or
incurred in connection with public liability insurance, workers compensation,
unemployment insurance, old-age pensions, and other social security benefits
other than in respect of employee benefit plans subject to ERISA); (g) all
obligations of such Person, contingent or otherwise, under any guarantee by such
Person of the obligations of another Person of the type referred to in clauses
(a) through (f) above; and (h) all obligations referred to in clauses (a)
through (f) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any mortgage or
security interest in property (including without limitation accounts, contract
rights, and general intangibles) owned by such Person and as to which such
Person has not assumed or become liable for the payment of such obligations
other than to the extent of the property subject to such mortgage or security
interest; provided, however, that Indebtedness of the type referred to in
clauses (g) and (h) above shall be included within the definition of
"Indebtedness" only to the extent of the least of: (i) the amount of the
underlying Indebtedness referred to in the applicable clause (a) through (f)
above; (ii) in the case of clause (g), the limit on recoveries, if any, from
such Person under obligations of the type referred to in clause (g) above; and
(iii) in the case of clause (h), the aggregate value (as determined in good
faith by the Board of Directors) of the security for such Indebtedness.



                                     - 6 -


Indenture:
- ----------

          The term "Indenture" means this Indenture, as this Indenture may be
amended, supplemented, or otherwise modified from time to time, including, for
all purposes of this Indenture and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" will also include the terms of particular series of Securities
established as contemplated by Section 2.01.

Interest:
- ---------

          The term "interest" (i) when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest which accrues from and after and is payable after Maturity and (ii)
when used with respect to any Security, means the amount of all interest
accruing on such Security, including any default interest and any interest
accruing after any Event of Default that would have accrued but for the
occurrence of such Event of Default, whether or not a claim for such interest
would be otherwise allowable under applicable law.

Interest Payment Date:
- ----------------------

          The term "Interest Payment Date" when used with respect to any
Security means the Stated Maturity of an installment of interest on such
Security.

Issue Date:
- -----------

          The term "Issue Date" means the date hereof, which is the date on
which the Securities are originally issued under this Indenture.

Material Adverse Effect:
- ------------------------

          The term "Material Adverse Effect" means a material adverse effect on
the business, assets, financial condition or results of operations of the
Company (taken together with its Subsidiaries as a whole). The Trustee shall be
entitled to conclusively rely upon an Opinion of Counsel as to the existence of
a Material Adverse Effect.

Maturity:
- ---------

          The term "Maturity" when used with respect to any Security means the
date on which the principal of that Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption, or otherwise.

Notice of Default:
- ------------------

          The term "Notice of Default" means a written notice of the kind set
forth in Section 8.01(a)(iv).


                                     - 7 -


Obligations:
- ------------

          The term "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

Officer's Certificate:
- ----------------------

          The term "Officer's Certificate" means a certificate executed on
behalf of the Company by a responsible officer and delivered to the Trustee.

Opinion of Counsel:
- -------------------

          The term "Opinion of Counsel" means an opinion in writing signed by
legal counsel, who, subject to any express provisions hereof, may be an employee
of or counsel for the Company or any Subsidiary, reasonably acceptable to the
Trustee.

Original Issue Discount Security:
- ---------------------------------

          The term "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 8.01(b).

Outstanding:
- ------------

          The term "Outstanding" means, when used with reference to Securities
as of a particular time, all Securities theretofore issued by the Company and
authenticated and delivered by the Trustee under this Indenture, except (a)
Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation, (b) Securities for the payment or redemption of which money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company is acting as its own Paying Agent) for the Holders
of such Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
often not covered therefor satisfactory to the Trustee has been made, and (c)
Securities paid pursuant to Section 2.07 or Securities in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent, or waiver
hereunder, (i) the principal amount of an Original Issue Discount Security that
will be deemed to be Outstanding will be the amount of the principal thereof
that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof to such date pursuant to Section 8.01(b),
(ii) the principal amount of a Security denominated in one or more foreign
currencies or currency units will be the U.S. dollar equivalent, determined in
the manner contemplated by Section 2.01 on the


                                     - 8 -


date of original issuance of such Security, of the principal amount (or, in the
case of an Original Issue Discount Security, the U.S. dollar equivalent on the
date of original issuance of such Security of the amount determined as provided
in clause (i) above) of such Security, and (iii) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor will be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee will be protected in relying upon any
such request, demand, authorization, direction, notice, consent, or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned will be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgor establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

Paying Agent:
- -------------

          The term "Paying Agent" means any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.

Permitted Junior Securities:
- ----------------------------

          The term "Permitted Junior Securities" means (i) Equity Interests in
the Company or any Subsidiary Guarantor or any other business entity provided
for by a plan of reorganization, or (ii) debt securities of the Company or any
Subsidiary Guarantor or any other business entity provided for by a plan of
reorganization, in each case, that are subordinated to all Senior Debt and any
debt securities issued in exchange for Senior Debt to substantially the same
extent as, or to a greater extent than, the Securities and the Subsidiary
Guarantees are subordinated to Senior Debt under this Indenture.

Person:
- -------

          The term "Person" means any individual, partnership, corporation,
joint stock company, business trust, trust, unincorporated association, joint
venture, or other entity, or government or political subdivision or agency
thereof.

Place of Payment:
- -----------------

          The term "Place of Payment" when used with respect to the Securities
of any series means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as
contemplated by Section 2.01.

Predecessor Security:
- ---------------------

          The term "Predecessor Security" when used with respect to any
particular Security means every previous Security evidencing all or a portion of
the same debt as that evidenced by such Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in
exchange for or in lieu of a mutilated,


                                     - 9 -


destroyed, lost, or stolen Security will be deemed to evidence the same debt as
the mutilated, destroyed, lost, or stolen Security.

Redemption Date:
- ----------------

          The term "Redemption Date" when used with respect to any Security to
be redeemed means the date fixed for such redemption by or pursuant to this
Indenture.

Redemption Price:
- -----------------

          The term "Redemption Price" when used with respect to any Security to
be redeemed means the price (including premium, if any) at which it is to be
redeemed pursuant to this Indenture.

Regular Record Date:
- --------------------

          The term "Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 2.01.

Representative:
- ---------------

          "Representative" means the indenture trustee or other trustee, agent
or representative in respect of any Senior Debt; provided that if, and for so
long as, any such Indebtedness lacks such representative, then the
Representative for such Senior Debt shall at all times constitute the holders of
a majority in outstanding principal amount of such Indebtedness in respect of
any Senior Debt.

Responsible Officer:
- --------------------

          "Responsible Officer" when used with respect to the Trustee, means any
vice president, any assistant vice president, any senior trust officer or
assistant trust officer, any trust officer, or any other officer associated with
the corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of such person's knowledge of and
familiarity with the particular subject.

Securities:
- -----------

          The term "Securities" has the meaning set forth in the first recital
of this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

Security Register and Security Registrar:
- -----------------------------------------

          The terms "Security Register" and "Security Registrar" have the
respective meanings set forth in Section 2.05.


                                     - 10 -


Special Record Date:
- --------------------

          The term "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 2.09.

Stated Maturity:
- ----------------

          The term "Stated Maturity" when used with respect to any Security, any
installment of interest thereon, or any other amount payable under this
Indenture or the Securities means the date specified in this Indenture or such
Security as the regularly scheduled date on which the principal of such
Security, such installment of interest, or such other amount, is due and
payable.

Subsidiary:
- -----------

          The term "Subsidiary" means, as applied with respect to any Person,
any corporation, partnership, or other business entity of which, in the case of
a corporation, more than 50% of the issued and outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such
corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation has or might have voting power upon the
occurrence of any contingency), or, in the case of any partnership or other
legal entity, more than 50% of the ordinary equity capital interests, is at the
time directly or indirectly owned or controlled by such Person, by such Person
and one or more of its other Subsidiaries, or by one or more of such Person's
other Subsidiaries.

Subsidiary Guarantee:
- ---------------------

          "Subsidiary Guarantee" means a Guarantee of the Company's payment
obligations under the Securities by each Subsidiary Guarantor on a senior
subordinated basis.

Subsidiary Guarantor:
- ---------------------

          "Subsidiary Guarantor" means: (i) each Subsidiary of the Company as of
the Issue Date that is a signatory to this Indenture as a Subsidiary Guarantor;
and (ii) after the Issue Date, any other Subsidiary that executes a Subsidiary
Guarantee in accordance with the provisions of this Indenture; and their
respective successors and assigns until released from their obligations under
their Subsidiary Guarantees and this Indenture in accordance with the terms of
this Indenture.

Trust Indenture Act:
- --------------------

          The term "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, as in force upon the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.


                                     - 11 -


Trustee:
- --------

          The term "Trustee" means the Person named as the "Trustee" in the
first paragraph of this Indenture until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" will mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series will mean each Trustee with respect to
Securities of that series.

U.S. Government Obligation:
- ---------------------------

          The term "U.S. Government Obligation" means (a) any security that is
(i) a direct obligation of the United States of America for the payment of which
full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof and (b) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any U.S. Government Obligation
specified in clause (a), which U.S. Government Obligation is held by such
custodian for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any such U.S.
Government Obligation, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

Vice President:
- ---------------

          (a) The term "Vice President" when used with respect to the Company or
the Trustee means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

          (b) The words "Article" and "Section" refer to an Article and Section,
respectively, of this Indenture. The words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section, or other subdivision. Certain terms used
principally in Articles V, VI, and IX are defined in those Articles. Terms in
the singular include the plural and terms in the plural include the singular.


                                     - 12 -


                                  Article II.

                                 THE SECURITIES

     Section 2.01. Designation and Amount of Securities.

          (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

          (b) The Securities may be issued in one or more series. There will be
established in or pursuant to a Board Resolution and, subject to Section 2.04,
set forth or determined in the manner provided in an Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series: (i) the title of the Securities of the series
(which will distinguish the Securities of the series from Securities of any
other series); (ii) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in the exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.05, 2.06, 2.07, 3.05, or 10.06 and except for any
Securities which, pursuant to Section 2.04, are deemed never to have been
authenticated and delivered hereunder); (iii) the Person to whom any interest on
a Security of the series will be payable, if other than the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest; (iv) the date or dates
on which the principal of the Securities of the series is payable; (v) the rate
or rates at which the Securities of the series will bear interest, if any, the
date or dates from which such interest will accrue, the Interest Payment Dates
on which any such interest will be payable, and the Regular Record Date for any
interest payable on any Interest Payment Date; (vi) the place or places where
the principal of and any premium and interest on Securities of the series will
be payable; (vii) the period or periods within which, the price or prices at
which, and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company; (viii) the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof and the period or periods within which, the price or prices at
which, and the terms and conditions upon which Securities of the series will be
redeemed or purchased, in whole or in part, pursuant to such obligation; (ix) if
other than denominations of $1,000 and integral multiples thereof, the
denominations in which Securities of the series will be issuable; (x) the
currency, currencies, or currency units in which payment of the principal of and
any premium and interest on any Securities of the series will be payable if
other than the currency of the United States of America and the manner of
determining the equivalent thereof in the currency of the United States of
America for purposes of the definition of "Outstanding" in Section 1.01; (xi) if
the amount of payments of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index, based
upon a formula, or in some other manner, the manner in which such amounts will
be determined; (xii) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the Company or a
Holder thereof, in one or more currencies or currency units other than that or
those in which the


                                     - 13 -


Securities are stated to be payable, the currency, currencies, or currency units
in which payment of the principal of and any premium and interest on Securities
of such series as to which such election is made will be payable, and the
periods within which and the terms and conditions upon which such election is to
be made; (xiii) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which will be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 8.01(b);
(xiv) if applicable, that the Securities of the series will be subject to either
or both of Defeasance or Covenant Defeasance as provided in Article V, provided
that no series of Securities that is convertible into Common Stock pursuant to
Section 2.01(b)(xvi) or convertible into or exchangeable for any other
securities pursuant to Section 2.01(b)(xvii) will be subject to Defeasance
pursuant to Section 5.02; (xv) if and as applicable, that the Securities of the
series will be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global
Security or Global Securities and any circumstances other than those set forth
in Section 2.05 in which any such Global Security may be transferred to, and
registered and exchanged for Securities registered in the name of, a Person
other than the Depositary for such Global Security or a nominee thereof and in
which any such transfer may be registered; (xvi) the terms and conditions, if
any, pursuant to which the Securities are convertible into Common Stock; (xvii)
the terms and conditions, if any, pursuant to which the Securities are
convertible into or exchangeable for any other securities, including (without
limitation) securities of Persons other than the Company; and (xviii) any other
terms of, or provisions, covenants, rights or other matters applicable to, the
series (which terms, provisions, covenants, rights or other matters will not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 10.01(e)).

          (c) All Securities of any one series will be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to below and (subject to Section 2.04) set
forth or determined in the manner provided in the Officer's Certificate referred
to above or in any such indenture supplemental hereto.

          (d) If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
will be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee concurrently with or prior to the delivery of the
Officer's Certificate setting forth the terms of the series.

   Section 2.02. Form of Securities and Trustee's Certificate of Authentication.

          (a) If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action will be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee concurrently with or prior to the delivery
of the Company Order contemplated by Section 2.04 for the authentication and
delivery of such Securities.

          (b) The definitive Securities will be printed, lithographed, or
engraved on steel engraved borders or may be produced in any other manner
permitted by the rules


                                     - 14 -


of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

     Section 2.03. Date and Denominations.

          Each Security will be dated the date of its authentication. The
Securities of each series will be issuable only in registered form without
coupons in such denominations as may be specified as contemplated by Section
2.01. In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series will be issuable in
denominations of $1,000 and integral multiples thereof.

     Section 2.04. Execution, Authentication and Delivery of Securities.

          (a) The Securities will be executed on behalf of the Company by the
Chairman or any Vice Chairman of the Board of Directors, the Chief Executive
Officer, the President, or any Vice President of the Company and attested by the
Treasurer, the Secretary, any Assistant Treasurer, or any Assistant Secretary of
the Company under its corporate seal. The signature of any of these officers on
the Securities may be manual or facsimile. The seal of the Company may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted, or
otherwise reproduced on the Securities.

          (b) Only such Securities bearing the Trustee's certificate of
authentication, signed manually by the Trustee, will be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such execution of
the certificate of authentication by the Trustee upon any Securities executed by
the Company will be conclusive evidence that the Securities so authenticated
have been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 2.08, for all
purposes of this Indenture such Security will be deemed never to have been
authenticated and delivered hereunder and will never be entitled to the benefits
of this Indenture.

          (c) Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company will bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

          (d) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order will authenticate and deliver such Securities.
If the form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and


                                     - 15 -


accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall receive, and (subject to Section 9.01) will
be fully protected in relying upon, an Opinion of Counsel stating:

          (i) if the form of such Securities has been established by or pursuant
     to a Board Resolution as permitted by Section 2.02, that such form has been
     established in conformity with the provisions of this Indenture,

          (ii) if the terms of such Securities have been established by or
     pursuant to a Board Resolution as permitted by Section 2.01, that such
     terms have been established in conformity with the provisions of this
     Indenture,

          (iii) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     binding obligations of the Company enforceable in accordance with their
     terms, except as the enforceability thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium, or other laws relating to or
     affecting creditors' rights and by general principles of equity; and

          (iv) that all laws and requirements in respect of the execution and
     delivery by the Company of such Securities have been complied with.

          The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

          (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if
all Securities of a series are not to be originally issued at one time, it will
not be necessary to deliver the Officer's Certificate otherwise required
pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise
required pursuant to Section 2.04(d) at or prior to the time of authentication
of each Security of such series if such documents are delivered at or prior to
the authentication upon original issuance of the first Security of such series
to be issued.

     Section 2.05. Registration of Transfer and Exchange.

          (a) The Company will cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company will provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

          (b) Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company will


                                     - 16 -


execute, and the Trustee will authenticate and deliver in the name of the
designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and tenor.

          (c) At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company will execute, and the
Trustee will authenticate and deliver the Securities which the Holder making the
exchange is entitled to receive.

          (d) Every Security presented or surrendered for registration of
transfer or exchange will (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument or instruments of transfer,
in form reasonably satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing. No
service charge will be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax, assessment, fee or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 2.06, 3.05, or 10.06 not involving any
transfer. The Company will not be required (i) to issue, register the transfer
of, or exchange Securities of any series during a period beginning at the
opening of business 15 calendar days before the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
3.02(c) and ending at the close of business on the day of such mailing or (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except, in the case of any Securities to be redeemed in
part, the portion thereof not being redeemed.

          (e) All Securities issued upon any registration of transfer or
exchange of Securities will be valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

          (f) Notwithstanding any other provision in this Indenture, no Global
Security may be transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary for such Global
Security or any nominee thereof, and no such transfer may be registered, unless
(i) such Depositary (A) notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) ceases to be a clearing
agency registered under the Exchange Act, (ii) the Company executes and delivers
to the Trustee a Company Order that such Global Security shall be so
transferable, registrable, and exchangeable, and such transfers shall be
registrable, (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities evidenced by such Global Security, or
(iv) there shall exist such other circumstances, if any, as have been specified
for this purpose as contemplated by Section 2.01. Notwithstanding any other
provision in this Indenture, a Global Security to which the restriction set
forth in the preceding sentence shall have ceased to apply may be transferred
only to, and may be registered and exchanged for Securities registered only


                                     - 17 -


in the name or names of, such Person or Persons as the Depositary for such
Global Security shall have directed and no transfer thereof other than such a
transfer may be registered. Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
to which the restriction set forth in the first sentence of this Section 2.05(f)
shall apply, whether pursuant to this Section 2.05, Section 2.06, 2.07, 3.05, or
10.06 or otherwise, will be authenticated and delivered in the form of, and will
be, a Global Security.

          (g) Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

          (h) The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

     Section 2.06. Temporary Securities.

          Pending the preparation of definitive Securities of any series, the
Company may execute and register and upon Company Order the Trustee will
authenticate and deliver temporary Securities (printed, lithographed, or
typewritten) of any authorized denomination, and substantially in the form of
the definitive Securities but with such omissions, insertions, and variations as
may be appropriate for temporary Securities, all as may be determined by the
officers executing such Securities as evidenced by their execution of such
Securities; provided, however that the Company will use reasonable efforts to
have definitive Securities of that series available at the times of any issuance
of Securities under this Indenture. Every temporary Security will be executed
and registered by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities. The Company will execute and register and furnish
definitive Securities of such series as soon as practicable and thereupon any or
all temporary Securities of such series may be surrendered in exchange therefor
at the office or agency of the Company in the Place of Payment for that series,
and the Trustee will authenticate and deliver in exchange for such temporary
Securities of such series one or more definitive Securities of the same series,
of any authorized denominations, and of a like aggregate principal amount and
tenor. Such exchange will be made by the Company at its own expense and without
any charge to the Holder therefor. Until so exchanged, the temporary Securities
of any series will be entitled to the same benefits under this Indenture as
definitive Securities of the same series authenticated and delivered hereunder.


                                     - 18 -


     Section 2.07. Mutilated, Destroyed, Lost, and Stolen Securities.

          (a) If any mutilated Security is surrendered to the Trustee, the
Company will execute and the Trustee will authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

          (b) If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss, or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company will execute and the Trustee will authenticate
and deliver, in lieu of any such destroyed, lost, or stolen Security, a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

          (c) In case any such mutilated, destroyed, lost, or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

          (d) Upon the issuance of any new Security under this Section 2.07, the
Company may require the payment of a sum sufficient to cover any tax,
assessment, fee or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

          (e) Every new Security of any series issued pursuant to this Section
2.07 in exchange for any mutilated Security or in lieu of any destroyed, lost,
or stolen Security will constitute an original additional contractual obligation
of the Company, whether or not the mutilated, destroyed, lost, or stolen
Security shall be at any time enforceable by anyone, and will be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of that series duly issued hereunder.

          (f) The provisions of this Section 2.07 are exclusive and will
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost, or stolen Securities.

     Section 2.08. Cancellation of Surrendered Securities.

          All Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any sinking fund payment will, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and will be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered will be promptly
cancelled by the Trustee. No Securities will be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section 2.08,


                                     - 19 -


except as expressly permitted by this Indenture. The Trustee shall dispose of
all cancelled Securities in accordance with its customary procedures.

     Section 2.09. Payment of Interest; Interest Rights Preserved.

          (a) Except as otherwise provided as contemplated by Section 2.01 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date will
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

          (b) Any interest on any Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") will forthwith cease to be payable to the
Holder on the relevant regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company together with interest
thereon (to the extent permitted by law) at the rate of interest applicable to
such Security, at its election in each case, as provided in clause (i) or (ii)
below:

          (i) The Company may elect to make payment of any Defaulted Interest
     (and interest thereon, if any) to the Persons in whose names the Securities
     of such series (or their respective Predecessor Securities) are registered
     at the close of business on a Special Record Date for the payment of such
     Defaulted Interest, which will be fixed in the following manner. The
     Company will promptly notify the Trustee in writing of the amount of
     Defaulted Interest (and interest thereon, if any) proposed to be paid on
     each Security of such series and the date of the proposed payment, and at
     the same time the Company will deposit with the Trustee an amount of money
     equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest (and interest thereon, if any) or will make arrangements
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the persons entitled to such Defaulted Interest (and interest
     thereon, if any) as in this clause (i) provided. Thereupon the Trustee will
     fix a Special Record Date for the payment of such Defaulted Interest (and
     interest thereon, if any) which will be not more than 15 calendar days and
     not less than 10 calendar days prior to the date of the proposed payment
     and not less than 10 calendar days after the receipt by the Trustee of the
     notice of the proposed payment. The Trustee will promptly notify the
     Company of such Special Record Date and, in the name and at the expense of
     the Company, will cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed, first class
     postage prepaid, to each Holder of Securities of such series at his address
     as it appears in the Security Register, not less than 10 calendar days
     prior to such Special Record Date. Notice of the proposed payment of such
     Defaulted Interest (and interest thereon, if any) and the Special Record
     Date therefor having been so mailed, such Defaulted Interest will be paid
     to the Persons in whose names the Securities of such series (or their
     respective Predecessor


                                     - 20 -


     Securities) are registered at the close of business on such Special Record
     Date and will no longer be payable pursuant to the following clause (ii).

          (ii) The Company may make payment of any Defaulted Interest (and
     interest thereon, if any) on the Securities of any series in any other
     lawful manner not inconsistent with the requirements of any securities
     exchange on which such Securities may be listed, and upon such notice as
     may be required by such exchange, if, after notice given by the Company to
     the Trustee of the proposed payment pursuant to this clause (ii), such
     manner of payment shall be deemed practicable by the Trustee.

          (c) Subject to the foregoing provisions of this Section 2.09, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security will carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

     Section 2.10. Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 2.09) any interest on such Security and for all other
purposes whatsoever, whether or not such Security shall be overdue, and neither
the Company, the Trustees nor any agent of the Company or the Trustee will be
affected by notice to the contrary.

     Section 2.11. Computation of Interest.

          Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

     Section 2.12. CUSIP Numbers.

          The Company in issuing any series of the Securities may use CUSIP
numbers, if then generally in use, and thereafter with respect to such series,
the Trustee may use such numbers in any notice of redemption or exchange with
respect to such series provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the CUSIP numbers.


                                     - 21 -


                                  Article III.

                            REDEMPTION OF SECURITIES

     Section 3.01. Applicability of Article.

          Securities of any series which are redeemable before their Stated
Maturity will be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

     Section 3.02. Election to Redeem; Notice to Trustee.

          (a) The election of the Company to redeem any Securities will be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company, the Company will, at least 60 calendar days prior to the Redemption
Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount
of Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company will furnish the Trustee with an Officer's Certificate evidencing
compliance with such restriction.

          (b) Notice of redemption of Securities to be redeemed at the election
of the Company will be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and will be irrevocable.
Notice of redemption will be given by mail, first class postage prepaid, not
less than 30 or more than 60 calendar days prior to the Redemption Date, to each
Holder of Securities to be redeemed, at his address appearing in the Security
Register. All notices of redemption will include the CUSIP number and will state
(i) the Redemption Date, (ii) the Redemption Price, (iii) if less than all the
Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption of any Securities, the principal
amounts) of the particular Securities to be redeemed, (iv) that on the
Redemption Date the Redemption Price will become due and payable upon each such
Security to be redeemed and, if applicable, that interest thereon will cease to
accrue on and after said date, (v) the place or places where such Securities are
to be surrendered for payment of the Redemption Price, (vi) that the redemption
is for a sinking fund, if such is the case, and (vii) the specific provision of
this Indenture pursuant to which such Securities are to be redeemed.

          (c) If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed will be selected not more than 60
calendar days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee may deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination


                                     - 22 -


for Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series. The Trustee will promptly
notify the Company in writing of the Securities selected for redemption and, in
the case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

          (d) For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities will relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

     Section 3.03. Deposit of Redemption Price.

          Prior to 10:00 a.m. (local time at the Place of Payment) on the
Redemption Date specified in the notice of redemption given as provided in
Section 3.02, the Company will deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 6.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) any accrued interest on, all of the Securities that are to be
redeemed on that date.

     Section 3.04. Securities Payable on Redemption Date.

          (a) Notice of redemption having been given as aforesaid, the
Securities so to be redeemed will, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company defaults in the payment of the Redemption Price and accrued
interest) such Securities will cease to accrue interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security will
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that unless otherwise specified as
contemplated by Section 2.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates in accordance with their terms
and the provisions of Section 2.09.

          (b) If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium will, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

     Section 3.05. Securities Redeemed in Part.

          Any Security that is to be redeemed only in part will be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company will execute, and the Trustee will
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such


                                     - 23 -


Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                  Article IV.

                                  SINKING FUNDS

     Section 4.01. Applicability of Article.

          The provisions of this Article IV will be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 2.01 for Securities of such series. The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". If
provided for by the terms of Securities of any series, the amount of any sinking
fund payment may be subject to reduction as provided in Section 4.02. Each
sinking fund payment with respect to Securities of a particular series will be
applied to the redemption of Securities of such series as provided for by the
terms of Securities of such series.

     Section 4.02. Satisfaction of Sinking Fund Payments With Securities.

          The Company (a) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (b) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited. Such
Securities will be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment will be reduced
accordingly.

     Section 4.03. Redemption of Securities for Sinking Fund.

          Not less than 60 calendar days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officer's Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, that is to be satisfied by payment of cash and the portion
thereof, if any, that is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 4.02 and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 calendar days before each such
sinking fund payment date, the Trustee will select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 3.02(c)
and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 3.02(b). Such notice
having been duly given, the


                                     - 24 -


redemption of such Securities will be made upon the terms and in the manner
stated in Sections 3.04 and 3.05.

                                   Article V.

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 5.01. Company's Option to Effect Defeasance or Covenant Defeasance.

          The Company may elect, at its option by Board Resolution at any time,
to have either Section 5.02 or Section 5.03 applied to the Outstanding
Securities of any series designated pursuant to Section 2.01 as being defeasible
pursuant to this Article V (hereinafter called "Defeasible Series"), upon
compliance with the conditions set forth below in this Article V, provided that
Section 5.02 will not apply to any series of Securities that is convertible into
Common Stock pursuant to Section 2.01(b)(xvi) or convertible into or
exchangeable for any other securities pursuant to Section 2.01 (b)(xvii).

     Section 5.02. Defeasance and Discharge.

          Upon the Company's exercise of the option provided in Section 5.01 to
have this Section 5.02 applied to the Outstanding Securities of any Defeasible
Series and subject to the proviso to Section 5.01, the Company will be deemed to
have been discharged from its obligations with respect to the Outstanding
Securities of such series as provided in this Section 5.02 on and after the date
the conditions set forth in Section 5.04 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company will be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series and to have satisfied all its other
obligations under the Securities of such series and this Indenture insofar as
the Securities of such series are concerned (and the Trustee, at the expense of
the Company, will execute proper instruments acknowledging the same), subject to
the following which will survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of Securities of such series to receive,
solely from the trust fund described in Section 5.04 and as more fully set forth
in Section 5.04, payments in respect of the principal of and any premium and
interest on such Securities of such series when payments are due, (b) the
Company's obligations with respect to the Securities of such series under
Sections 2.05, 2.06, 2.07, 6.02, 6.03, and 10.06, (c) the rights, powers,
trusts, duties, and immunities of the Trustee hereunder, and (d) this Article V.
Subject to compliance with this Article V, the Company may exercise its option
provided in Section 5.01 to have this Section 5.02 applied to the Outstanding
Securities of any Defeasible Series notwithstanding the prior exercise of its
option provided in Section 5.01 to have Section 5.03 applied to the Outstanding
Securities of such series.

     Section 5.03. Covenant Defeasance.

          Upon the Company's exercise of the option provided in Section 5.01 to
have this Section 5.03 applied to the Outstanding Securities of any Defeasible
Series, (a) the Company will be released from its obligations under Sections
6.04 through 6.07,


                                     - 25 -


inclusive, Section 11.01, and the provisions of any Supplemental Indenture
specified in such Supplemental Indenture, and (b) the occurrence of any event
specified in Sections 8.01(a)(iii), 8.01(a)(iv) (with respect to any of Sections
6.04 through 6.07, inclusive, Section 11.01, and the provisions of any
Supplemental Indenture specified in such Supplemental Indenture), 8.01(a)(v),
and 8.01(a)(viii) will be deemed not to be or result in an Event of Default, in
each case with respect to the Outstanding Securities of such series as provided
in this Section on and after the date the conditions set forth in Section 5.04
are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that the Company may omit to comply with and will have
no liability in respect of any term, condition, or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
8.01(a)(iv)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and the Securities of such series will be unaffected
thereby.

     Section 5.04. Conditions to Defeasance or Covenant Defeasance.

          The following will be the conditions to application of either Section
5.02 or Section 5.03 to the Outstanding Securities of any Defeasible Series:

          (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee that satisfies the requirements
contemplated by Section 9.08 and agrees to comply with the provisions of this
Article V applicable to it) as trust funds in trust for the benefit of the
Holders of Outstanding Securities of such series (i) money in an amount, or (ii)
U.S. Government Obligations that through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, without
reinvestment, not later than one day before the due date of any payment, money
in an amount, or (iii) a combination thereof, in each case sufficient in the
opinion of an independent firm of certified public accountants, to pay and
discharge, and which will be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and
interest on the Securities of such series on the respective Stated Maturities or
on any earlier date or dates on which the Securities of such series shall be
subject to redemption and the Company shall have given the Trustee irrevocable
instructions satisfactory to the Trustee to give notice to the Holders of the
redemption of the Securities of such series, all in accordance with the terms of
this Indenture and the Securities of such series.

          (b) In the case of an election under Section 5.02, the Company shall
have delivered to the Trustee an Opinion of Counsel (from a counsel who shall
not be an employee of the Company) to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon, such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance, and discharge to be effected
with respect to the Securities of such series and will be subject to Federal
income tax on the


                                     - 26 -


same amount, in the same manner, and at the same times as would be the case if
such deposit, Defeasance, and discharge were not to occur.

          (c) In the case of an election under Section 5.03, the Company shall
have delivered to the Trustee an Opinion of Counsel (from a counsel who shall
not be an employee of the Company) to the effect that the Holders of the
Outstanding Securities of such series will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to the Securities of such series and will be subject
to Federal income tax on the same amount, in the same manner, and at the same
times as would be the case if such deposit and Covenant Defeasance were not to
occur.

          (d) The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that the Securities of such series, if then listed on
any securities exchange, will not be delisted solely as a result of such
deposit.

          (e) No Event of Default or event that (after notice or lapse of time
or both) would become an Event of Default shall have occurred and be continuing
at the time of such deposit or, with regard to any Event of Default or any such
event specified in Sections 8.01(a)(vi) and (vii), at any time on or prior to
the 90th calendar day after the date of such deposit (it being understood that
this condition will not be deemed satisfied until after such 90th calendar day).

          (f) Such Defeasance or Covenant Defeasance will not cause the Trustee
to have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Securities are in default within the meaning of such Act).

          (g) Such Defeasance or Covenant Defeasance will not result in a breach
or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.

          (h) The Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

          (i) Such Defeasance or Covenant Defeasance will not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act of 1940, as amended, unless such trust
will be qualified under such Act or exempt from regulation thereunder.

     Section 5.05. Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

          (a) Subject to the provisions of Section 6.03(e), all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section 5.05
and Section 5.06, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 5.04 in respect of the
Securities of any Defeasible Series will be held in trust


                                     - 27 -


and applied by the Trustee, in accordance with the provisions of the Securities
of such series and this Indenture, to the payment, either directly or through
any such Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Holders of Securities of such series, of all
sums due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds
except to the extent required by law.

          (b) The Company will pay and indemnify the Trustee against any tax,
fee, or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 5.04 or the principal and interest
received in respect thereof other than any such tax, fee, or other charge that
by law is for the account of the Holders of Outstanding Securities.

          (c) Notwithstanding anything in this Article V to the contrary, the
Trustee will deliver or pay to the Company from time to time upon a Company
Request any money or U.S. Government Obligations held by it as provided in
Section 5.04 with respect to Securities of any Defeasible Series that are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Defeasance or Covenant Defeasance with respect to the
Securities of such series.

     Section 5.06. Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article V with respect to the Securities of any series by
reason of any order or judgment of any court or governmental authority
enjoining, restraining, or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of such series
will be revived and reinstated as though no deposit had occurred pursuant to
this Article V with respect to Securities of such series until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 5.05 with respect to Securities of such series in accordance with
this Article V; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any Security of such series following
the reinstatement of its obligations, the Company will be subrogated to the
rights of the Holders of Securities of such series to receive such payment from
the money so held in trust.

                                  Article VI.

                       PARTICULAR COVENANTS OF THE COMPANY

     Section 6.01. Payment of Principal, Premium and Interest on Securities.

          The Company, for the benefit of each series of Securities, will duly
and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and
this Indenture.


                                     - 28 -


     Section 6.02. Maintenance of Office or Agency.

          (a) The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices, and demands may be made or served at
the Corporate Trust Office, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices, and demands.

          (b) The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
will in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

     Section 6.03. Money for Securities Payments to be Held in Trust.

          (a) If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, prior to 10:00 a.m. (local time at
the Place of Payment) on the due date of the principal of or any premium or
interest on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium and interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

          (b) Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

          (c) The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent will agree with the Trustee, subject to
the provisions of this Section 6.03, that such Paying Agent will (i) comply with
the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obliger
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written


                                     - 29 -


request of the Trustee, forthwith pay to the Trustee all sums held in trust by
such Paying Agent for payment in respect of the Securities of that series.

          (d) The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent will be released from all further liability with respect to
such money.

          (e) Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium, or interest has become due and payable will be
paid to the Company upon a Company Request (or, if then held by the Company,
will be discharged from such trust); and the Holder of such Security will
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall, at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice, to be
prepared by the Company, that such money remains unclaimed and that, after a
date specified therein, which will not be less than 30 calendar days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

     Section 6.04. Payment of Taxes and Other Claims.

          The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments, and
governmental charges levied or imposed upon the Company or any Subsidiary of the
Company or upon the income, profits, or property of the Company or any
Subsidiary of the Company, and (b) all lawful claims for labor, materials, and
supplies, in each case which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary of the Company and might have a
Material Adverse Effect; provided, however, that the Company will not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge, or claim the amount, applicability, or validity of which is
being contested in good faith by appropriate proceedings.

     Section 6.05. Maintenance of Properties.

          The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary of the Company to be maintained
and kept in good condition, repair, and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments, and


                                     - 30 -


improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section 6.05 will prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business or the business of any
Subsidiary of the Company and will not result in a Material Adverse Effect.

     Section 6.06. Existence.

          Subject to Article XI, the Company will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights (charter and statutory), and
franchises; provided, however, that neither the Company nor any Subsidiary will
be required to preserve any such right or franchise if the Company determines
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof will not result in a Material
Adverse Effect.

     Section 6.07. Compliance with Laws.

          The Company will, and will cause each of its Subsidiaries to, comply
with all applicable Federal, state, local, or foreign laws, rules, regulations,
or ordinances, including without limitation such laws, rules, regulations, or
ordinances relating to pension, environmental, employee, and tax matters, in
each case to the extent that the failure so to comply would have a Material
Adverse Effect.

     Section 6.08. Statement by Officers as to Default.

          The Company will deliver to the Trustee, within 120 calendar days
after the end of each fiscal year of the Company ending after the date hereof,
an Officer's Certificate signed by the principal executive officer, principal
financial officer, or principal accounting officer of the Company stating
whether or not to the knowledge of such person after due inquiry the Company is
in default in the performance and observance of any of the terms, provisions,
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company is in default,
specifying all such defaults and the nature and status thereof of which such
person may have such knowledge.

     Section 6.09. Waiver of Certain Covenants.

          The Company may omit in any particular instance to comply with any
term, provision, or condition set forth in Sections 6.04 through 6.07,
inclusive, and the provisions of any Supplemental Indenture specified in such
Supplemental Indenture, with respect to the Securities of any series if the
Holders of a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision, or condition,
but no such waiver will extend to or affect such term, provision, or condition
except to the extent so expressly waived, and, until such waiver shall become
effective,


                                     - 31 -


the obligations of the Company and the duties of the Trustee in respect of any
such term, provision, or condition will remain in full force and effect.

     Section 6.10. Calculation of Original Issue Discount.

          The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                  Article VII.

                          SECURITIES HOLDERS' LIST AND

                     REPORTS BY THE COMPANY AND THE TRUSTEE

     Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee (a)
semi-annually, not more than 15 calendar days after the applicable Regular
Record Date, a list for each series of Securities, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
of such series as of such Regular Record Date and (b) at such other times as the
Trustee may request in writing, within 30 calendar days after the receipt by the
Company of any such request, a list of similar form and content as of a date not
more than 15 calendar days prior to the time such list is furnished; excluding
from any such list names and addresses received by the Trustee in its capacity
as Security Registrar.

     Section 7.02. Preservation of Information; Communication to Holders.

          (a) The Trustee will preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

          (b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, will be as provided by the
Trust Indenture Act.

          (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them will be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.


                                     - 32 -


     Section 7.03. Reports by Trustee.

          (a) The Trustee will transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313 (a) of the Trust Indenture Act, the Trustee shall,
within sixty days after May 15 following the date of this Indenture deliver to
Holders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313 (a).

          (b) A copy of each such report will, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission, and with the Company. The Company
will promptly notify the Trustee in writing when any Securities are listed on
any stock exchange or of any delisting thereof.

     Section 7.04. Reports by Company.

          The Company will file with the Trustee and the Commission, and
transmit to Holders, such information, documents, and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents, or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act will be filed with the
Trustee within 15 calendar days after the same is so required to be filed with
the Commission.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to conclusively rely exclusively on Officer's Certificates).

                                  Article VIII.

                                     DEFAULT

     Section 8.01. Event of Default.

          (a) "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it may be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree, or order
of any court or any order, rule, or regulation of any administrative or
governmental body):

          (i) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 calendar days;


                                     - 33 -


          (ii) default in the payment of the principal of (or premium, if any,
     on) any Security of that series when it becomes due and payable;

          (iii) default in the making of any sinking fund payment when and as
     due by the terms of a Security of that series;

          (iv) default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture (other than a covenant or
     warranty, a default in the performance or breach of which is elsewhere in
     this Section 8.01 specifically dealt with or which has expressly been
     included in this Indenture solely for the benefit of one or more series of
     Securities other than that series), and continuance of such default or
     breach for a period of 60 calendar days after there has been given, by
     registered or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in principal amount
     of the Outstanding Securities of that series a written notice specifying
     such default or breach and requiring it to be remedied and stating that
     such notice is a "Notice of Default" hereunder;

          (v) any nonpayment at maturity or other default is made under any
     agreement or instrument relating to any other Indebtedness of the Company
     (the unpaid principal amount of which is not less than $ 15.0 million),
     and, in any such case, such default (A) continues beyond any period of
     grace provided with respect thereto and (B) results in such Indebtedness
     becoming due prior to its stated maturity or occurs at the final maturity
     of such Indebtedness; provided, however, that, subject to the provisions of
     Section 9.01 and 8.08, the Trustee will not be deemed to have knowledge of
     such nonpayment or other default unless either (1) a Responsible Officer of
     the Trustee has actual knowledge of nonpayment or other default or (2) the
     Trustee has received written notice thereof from the Company, from any
     Holder, from the holder of any such Indebtedness or from the trustee under
     the agreement or instrument relating to such Indebtedness;

          (vi) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or state bankruptcy, insolvency,
     reorganization, or other similar law or (B) a decree or order adjudging the
     Company a bankrupt or insolvent, or approving as properly filed a petition
     seeking reorganization, arrangement, adjustment, or composition of or in
     respect of the Company under any applicable Federal or state law, or
     appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator, or other similar official of the Company or of any
     substantial part of its property, or ordering the winding up or liquidation
     of its affairs, and the continuance of any such decree or order for relief
     or any such other decree or order unstayed and in effect for a period of 60
     consecutive calendar days;

          (vii) the commencement by the Company of a voluntary case or
     proceeding under any applicable Federal or state bankruptcy, insolvency,
     reorganization, or other similar law or of any other case or proceeding to
     be


                                     - 34 -


     adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or state bankruptcy, insolvency,
     reorganization, or other similar law or to the commencement of any
     bankruptcy or insolvency case or proceeding against it, or the filing by it
     of a petition or answer or consent seeking reorganization or relief with
     respect to the Company under any applicable Federal or state bankruptcy,
     insolvency, reorganization, or other similar law, or the consent by it to
     the filing of such petition or to the appointment of or taking possession
     by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or
     other similar official of the Company or of any substantial part of its
     property pursuant to any such law, or the making by it of an assignment for
     the benefit of creditors, or the admission by it in writing of its
     inability to pay its debts generally as they become due, or the taking of
     corporate action by the Company in furtherance of any such action; or

          (viii) any other Event of Default provided with respect to Securities
     of that series.

          (b) If an Event of Default (other than an Event of Default arising
under Section 8.01(a)(vi) or (vii)) with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) will become immediately due and payable. If an Event of Default under
Section 8.01(a)(vi) or (vii) occurs, then the principal of, premium, if any, and
accrued interest on the Securities shall become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

          (c) At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article VIII provided, the Holders of a majority in principal amount of the
outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay (A) all
overdue interest on all Securities of that series, (B) the principal of (and
premium, if any, on) any Securities of that series which have


                                     - 35 -


become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such Securities, (C) to the
extent that payment of such interest is lawful, interest upon overdue interest
at the rate or rates prescribed therefor in such Securities, and (D) all sums
paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements, and advances of the Trustee and its agents and counsel
and (ii) all Events of Default with respect to Securities of that series, other
than the nonpayment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 8.01(d). No such rescission will affect any subsequent
default or impair any right consequent thereon.

          (d) The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default (i) in the payment of the principal of or any
premium or interest on any Security of such series or (ii) in respect of a
covenant or provision hereof which under Article X cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series
affected. Upon any such waiver, such default will cease to exist, and any Event
of Default arising therefrom will be deemed to have been cured, for every
purpose of this Indenture, but no such waiver will extend to any subsequent or
other default or impair any right consequent thereon.

     Section 8.02. Covenant of Company to Pay to Trustee Whole Amount Due on
Securities on Default in Payment of Interest or Principal; Suits for Enforcement
by Trustee.

          (a) The Company covenants that if (i) default is made in the payment
of any interest on any Security when such interest becomes due and payable and
such default continues for a period of 30 calendar days or (ii) default is made
in the payment of the principal of (or premium, if any, on) any Security when it
becomes due and payable, the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and any premium and interest and,
to the extent that payment of such interest will be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at
the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as will be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements, and advances of the Trustee and its agents and counsel.

          (b) If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

          (c) In case of any judicial proceeding relative to the Company (or any
other obliger upon the Securities), its property or its creditors, the Trustee
will be entitled and empowered, by intervention in such proceeding or otherwise,
to take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee will be authorized to collect and receive any money or
other property payable or deliverable on any such claims and to distribute the
same, and any custodian, receiver, assignee, trustee,


                                     - 36 -


liquidator, sequestrator, or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee consents to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements, and advances of the
Trustee and its agents and counsel, and any other amounts due the Trustee under
Section 9.06.

          (d) No provision of this Indenture will be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment, or composition affecting
the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

          (e) All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee will be brought in
its own name as trustee of an express trust, and any recovery of judgment will,
after provision for the payment of the reasonable compensation, expenses,
disbursements, and advances of the Trustee and its agents and counsel, be for
the ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

     Section 8.03. Application of Money Collected by Trustee.

          Any money collected by the Trustee pursuant to this Article VIII will
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

          FIRST:    To the payment of all amounts due the Trustee under Section
                    9.06;

          SECOND:   To the payment of the amounts then due and unpaid for
                    principal of and any premium and interest on the Securities
                    in respect of which or for the benefit of which such money
                    has been collected, ratably, without preference or priority
                    of any kind, according to the amounts due and payable on
                    such Securities for principal and any premium and interest,
                    respectively; and

          THIRD:    To the Company.


                                     - 37 -


     Section 8.04. Limitation on Suits by Holders of Securities.

          No Holder of any Security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (a) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of that
series, (b) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder, (c) such Holder or Holders have offered to the
Trustee indemnity satisfactory to the Trustee against the costs, expenses, and
liabilities to be incurred in compliance with such request, (d) the Trustee for
60 calendar days after its receipt of such notice, request, and offer of
indemnity has failed to institute any such proceeding, and (e) no direction
inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series, it being understood and intended that no
one or more of such Holders will have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb, or
prejudice the rights of any other of such Holders (it being understood that the
Trustee does not have an affirmative duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such Holders), or to obtain or
to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.

     Section 8.05. Rights and Remedies Cumulative; Delay or Omission in
Exercise of Rights not a Waiver of Event of Default.

          (a) Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost, or stolen Securities in the last
paragraph of Section 2.07, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy will, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, will not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

          (b) No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
will impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
VIII or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.


                                     - 38 -


     Section 8.06. Rights of Holders of Majority in Principal Amount of
Outstanding Securities to Direct Trustee.

          The Holders of a majority in principal amount of the Outstanding
Securities of any series will have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that (a) such direction will not be in
conflict with any rule of law or with this Indenture and (b) the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

     Section 8.07. Requirement of an Undertaking to Pay Costs in Certain Suits
Under the Indenture or Against the Trustee.

          In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered, or
omitted by it as Trustee, a court may require any party litigant in such suit to
file undertaking to pay the costs of such suit, and may assess costs, including
attorney's fees and expenses, against any such party litigant, in the manner and
to the extent provided in the Trust Indenture Act; provided that neither this
Section 8.07 nor the Trust Indenture Act will be deemed to authorize any court
to require such an undertaking or to make such an assessment in any suit
instituted by the Trustee, a suit by a Holder pursuant to Section 8.09 hereof,
or a suit by Holders of more than 10% in aggregate principal amount of the then
Outstanding Securities.

     Section 8.08. Notice of Defaults.

          If a Default occurs hereunder with respect to Securities of any
series, the Trustee will give the Holders of Securities of such series notice of
such Default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any Default of the character specified in Section
8.01(a)(iv) with respect to Securities of such series no such notice to Holders
will be given until at least 30 calendar days after the occurrence thereof. The
Company will give the Trustee notice of any uncured Event of Default within 10
days after any Responsible Officer of the Company becomes aware of or receives
actual notice of such Event of Default.

     Section 8.09. Unconditional Right of Holders to Receive Principal, Premium,
and Interest.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security will have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section
2.09) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights may not
be impaired without the consent of such Holder.


                                     - 39 -


     Section 8.10. Restoration of Rights and Remedies.

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee, and the Holders will
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders will continue
as though no such proceeding had been instituted.

     Section 8.11. Trustee May File Proofs of Claims.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceeding relative to the Company or the
Subsidiaries (or any other obligor upon the Securities), their creditors or
their property and shall be entitled and empowered to collect and receive any
monies or other property payable or deliverable on any such claim and to
distribute the same, and any custodian in any such judicial proceedings is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements, and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee hereunder. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

                                  Article IX.

                             CONCERNING THE TRUSTEE

     Section 9.01. Certain Duties and Responsibilities.

          (a) Except during the continuance of an Event of Default,

               (1)  the Trustee undertakes to perform such duties and only such
                    duties as are specifically set forth in this Indenture, and
                    no implied covenants or obligations shall be read into this
                    Indenture against the Trustee; and

               (2)  in the absence of bad faith on its part, the Trustee may
                    conclusively rely, as to the truth of the statements and the
                    correctness of the opinions expressed therein, upon
                    certificates or opinions furnished to the Trustee and
                    conforming to the requirements of this Indenture; but in the


                                     - 40 -


                    case of any such certificates or opinions which by any
                    provision hereof are specifically required to be furnished
                    to the Trustee, the Trustee shall be under a duty to examine
                    the same to determine whether or not they conform to the
                    requirements of this Indenture (but need not confirm or
                    investigate the accuracy of mathematical calculations or
                    other facts stated therein).

          (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

          (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

               (1)  this Subsection shall not be construed to limit the effect
                    of Subsection (a) of this Section;

               (2)  the Trustee shall not be liable for any error of judgment
                    made in good faith by a Responsible Officer, unless it shall
                    be proved that the Trustee was negligent in ascertaining the
                    pertinent facts;

               (3)  the Trustee shall not be liable with respect to any action
                    taken or omitted to be taken by it in good faith in
                    accordance with the direction of the Holders of a majority
                    in principal amount of the Outstanding Securities of any
                    series, determined as provided in Sections 1.01, 8.06 and
                    14.11, relating to the time, method and place of conducting
                    any proceeding for any remedy available to the Trustee, or
                    exercising any trust or power conferred upon the Trustee,
                    under this Indenture with respect to the Securities of such
                    series; and

               (4)  no provision of this Indenture shall require the Trustee to
                    expend or risk its own funds or otherwise incur any
                    financial liability in the performance of any of its duties
                    hereunder, or in the exercise of any of its rights or
                    powers.

          (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

     Section 9.02. Certain Rights of Trustee.

          Subject to the provisions of Section 9.01:


                                     - 41 -


          (a) the Trustee may conclusively rely and will be protected in acting
or refraining from acting upon, whether in its original or facsimile form, any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, Security, other evidence of
indebtedness, or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

          (b) any request or direction of the Company mentioned herein will be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board will be sufficiently evidenced by a Board Resolution;

          (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering, or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officer's Certificate;

          (d) the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel will be full and complete
authorization and protection in respect of any action taken, suffered, or
omitted by it hereunder in good faith and in reliance thereon;

          (e) the Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses, and liabilities which might be incurred by it in compliance
with such request or direction;

          (f) the Trustee will not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
Security, other evidence of indebtedness, or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it will be entitled to examine the
books, records, and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;

          (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys
or independent contractors and the Trustee will not be responsible for any
misconduct or negligence on the part of any agent, attorney or independent
contractor appointed with due care by it hereunder;

          (h) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;


                                     - 42 -


          (i) in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

          (j) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;

          (k) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder; and

          (l) the Trustee may request that the Company deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

     Section 9.03. Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, may be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent will not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

     Section 9.04. May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar, or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
9.07 and 9.12, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar, or such other agent.

     Section 9.05. Money Held in Trust.

          Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required herein or by law. The Trustee
will be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.


                                     - 43 -


     Section 9.06. Compensation and Reimbursement.

          The Company will (a) pay to the Trustee from time to time such
compensation for all services rendered by it hereunder as the parties shall
agree from time to time (which compensation will not be limited to any provision
of law in regard to the compensation of a trustee of an express trust); (b)
except as otherwise expressly provided herein, reimburse the Trustee upon its
request for all reasonable expenses, disbursements, and advances incurred or
made by the Trustee in accordance with provision of this Indenture (including
the reasonable compensation and the expenses and disbursements of agents and
counsel), except any such expense, disbursement, or advance as may be
attributable to its negligence or willful misconduct; and (c) indemnify each of
the Trustee and any predecessor Trustee and their agents for, and hold them
harmless against, any and all loss, liability, claim, damage or expense,
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or willful misconduct on its part arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder or in connection with enforcing the provisions of this Section.

          The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 9.06, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 8.01(vi) or Section 8.01(vii), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

          The provisions of this Section shall survive the termination of this
Indenture.

     Section 9.07. Disqualification; Conflicting Interests.

          If the Trustee has or acquires a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee will either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

     Section 9.08. Corporate Trustee Required; Eligibility.

          There will at all times be one or more Trustees hereunder with respect
to the Securities of each series, at least one of which will be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000 and its Corporate Trust Office or
principal office in New York City, or any other major city in the United States
that is acceptable to the Company. If


                                     - 44 -


such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of a supervising or examining state or Federal authority,
then for the purposes of this Section 9.08, the combined capital and surplus of
such Person shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
9.08, it will resign immediately in the manner and with the effect hereinafter
specified in this Article IX.

     Section 9.09. Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article IX will become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 9.10.

          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 9.10 shall
not have been delivered to the Trustee within 30 calendar days after the giving
of such notice of resignation, the resigning Trustee may, at the expense of the
Company, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

          (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 9.10 shall not have been delivered to the Trustee within 30 calendar
days after the giving of such notice of removal, the Trustee being removed may,
at the expense of the Company, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

          (d) If, at any time, (i) the Trustee fails to comply with Section 9.07
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, (ii) the Trustee ceases
to be eligible under Section 9.08 and fails to resign after written request
therefor by the Company or by any such Holder, or (iii) the Trustee becomes
incapable of acting or is adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property is appointed or any public officer takes charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation, or liquidation, then, in any such case, (A) the
Company by a Board Resolution may remove the Trustee with respect to all
Securities or (B) subject to Section 8.07, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.


                                     - 45 -


          (e) If the Trustee resigns, is removed, or becomes incapable of
acting, or if a vacancy occurs in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company by a Board
Resolution will promptly appoint a successor Trustee or Trustees with respect to
the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there will be only one Trustee with
respect to the Securities of any particular series) and will comply with the
applicable requirements of Section 9.10. If, within one year after such
resignation, removal, or incapability or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series is appointed by
Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed will, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 9.10,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 9.10, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, at the expense of the Company, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

          (f) The Company will give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
holders of Securities of such series in the manner provided in Section 13.03.
Each notice will include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

     Section 9.10. Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed will
execute, acknowledge, and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee will become effective and such successor Trustee,
without any further act, deed, or conveyance, will become vested with all the
rights, powers, trusts, and duties of the retiring Trustee, but, on the request
of the Company or the successor Trustee, such retiring Trustee will, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers, and duties of the retiring Trustee and
will duly assign, transfer, and deliver to such Trustee all property and money
held by such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee, and each successor Trustee with respect to the Securities of
one or more series will execute and deliver an indenture supplemental hereto
wherein such successor


                                     - 46 -


Trustee will accept such appointment and which (i) will contain such provisions
as may be necessary or desirable to transfer and confirm to, and to vest in,
each successor Trustee all the rights, powers, trusts, and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (ii) if the retiring Trustee
is not retiring with respect to all Securities, will contain such provisions as
may be deemed necessary or desirable to confirm that all the rights, powers,
trusts, and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring will
continue to be vested in the retiring Trustee, and (iii) will add to or change
any of the provisions of this Indenture as may be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture will
constitute such Trustees co-trustees of the same trust and that each such
Trustee will be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustees and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee will become effective to the extent provided
therein and each such successor Trustee, without any further act, deed, or
conveyance, will become vested with all the rights, powers, trusts, and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but on request of
the Company or any successor Trustee, such retiring Trustee will duly assign,
transfer, and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

          (c) Upon request of any such successor Trustee, the Company will
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all applicable rights, powers, and trusts
referred to in the preceding paragraphs of this Section 9.10.

          (d) No successor Trustee will accept its appointment unless at the
time of such acceptance such successor Trustee is qualified and eligible under
this Article IX.

     Section 9.11. Merger, Conversion, Consolidation, or Succession to Business.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion, or consolidation to which the Trustee may be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, will be the successor of the Trustee hereunder, provided such
corporation is otherwise qualified and eligible under this Article IX, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion, or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.


                                     - 47 -


     Section 9.12. Preferential Collection of Claims Against Company.

          If and when the Trustee is or becomes a creditor of the Company (or
any other obligor upon the Securities), the Trustee will be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

     Section 9.13. Appointment of Authenticating Agent.

          (a) The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which will be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer, or partial
redemption thereof or pursuant to Section 2.07, and Securities so authenticated
will be entitled to the benefits of this Indenture and will be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference will be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof, or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or state authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 9.13,
the combined capital and surplus of such Authenticating Agent will be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 9.13, such
Authenticating Agent will resign immediately in the manner and with the effect
specified in this Section 9.13.

          (b) Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which such Authenticating Agent
may be a party, or any corporation succeeding to all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent, will
continue to be an Authenticating Agent, provided such corporation is otherwise
eligible under this Section 9.13, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.

          (c) An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease


                                     - 48 -


to be eligible in accordance with the provisions this Section 9.13, the Trustee
may appoint a successor Authenticating Agent which shall be acceptable to the
Company and will mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, as their names and addresses appear
in the Security Register. Any successor Authenticating Agent upon acceptance of
its appointment hereunder will become vested with all the rights, powers, and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent will be appointed
unless eligible under the provisions of this Section 9.13.

          (d) The Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section 9.13.

          (e) If an appointment with respect to one or more series of Securities
is made pursuant to this Section 9.13, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternative form of certificate of authentication in the following form:

          This is one of the Securities of the series designated therein
referred to in the within mentioned Indenture.

                                       Wachovia Bank, National Association,
                                       as Trustee


Dated:                                 By:
      --------------------------------     -------------------------------------
                                                  As Authenticating Agent

                                       By:
                                          -------------------------------------
                                                  Authorized Signatory

     Section 9.14. Trustee's Application for Instructions from the Company.

          Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                     - 49 -


                                   Article X.

                   SUPPLEMENTAL INDENTURES AND CERTAIN ACTIONS

     Section 10.01. Purposes for Which Supplemental Indentures May Be Entered
Into Without Consent of Holders.

          Without the consent of or notice to any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

          (a) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein and
in the Securities, all to the extent otherwise permitted hereunder;

          (b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company;

          (c) to add any additional Events of Default;

          (d) to add to or change any of the provisions of this Indenture to
such extent as may be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons, or to permit or facilitate the issuance of
Securities in uncertificated form;

          (e) to add to, change, or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change, or elimination (i) will neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) will become
effective only when there is no such Security Outstanding;

          (f) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.02;

          (g) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as may be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
9.10; or

          (h) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make


                                     - 50 -


any other provisions with respect to matters or questions arising under this
Indenture, provided that such action pursuant to this clause (h) will not
adversely affect the interests of the Holders of Securities of any series in any
material respect.

     Section 10.02. Modification of Indenture with Consent of Holders of at
Least a Majority in Principal Amount of Outstanding Securities.

          (a) With the consent of the Holders of a majority in principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however that no such
supplemental indenture will, without the consent of the Holder of each
Outstanding Security affected thereby:

          (i) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium payable upon
     the redemption thereof, or reduce the amount of the principal of an
     Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Sections
     8.01(b), or change any Place of Payment where, or the coin or currency in
     which, any Security or any premium or interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date);

          (ii) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of the Holders of which is required
     for any such supplemental indenture, or the consent of the Holders of which
     is required for any waiver (of compliance with certain provisions of this
     Indenture or certain defaults hereunder and their consequences) provided
     for in this Indenture; or

          (iii) modify any of the provisions of this Section 10.02, Section
     8.01(d) or Section 6.09, except to increase the percentage in principal
     amount of Holders required under any such Section or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, provided, however that this clause (c) will not be deemed to
     require the consent of any Holder with respect to changes in the references
     to "the Trustee" and concomitant changes in this Section 10.02 and Section
     6.09, or the deletion of this proviso, in accordance with the requirements
     of Sections 9.10 and 10.01(g).

          (b) A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or which
modifies the rights


                                     - 51 -


of the Holders of Securities of such series with respect to such covenant or
other provision, will be deemed not to affect the rights under this Indenture of
the Holders of Securities of any other series.

          (c) It will not be necessary for any Act of Holders under this Section
10.02 to approve the particular form of any proposed supplemental indenture, but
it will be sufficient if such Act approves the substance thereof.

     Section 10.03. Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article X or the modifications thereby
of the trusts created by this Indenture, the Trustee will receive, and (subject
to Section 9.01) will be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but will not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties, or immunities under this
Indenture or otherwise.

     Section 10.04. Effect of Supplemental Indentures.

          Upon the execution of any supplemental indenture under this Article X,
this Indenture will be modified in accordance therewith, and such supplemental
indenture will form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
will be bound thereby.

     Section 10.05. Conformity with Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article X will
conform to the requirements of the Trust Indenture Act.

     Section 10.06. Reference in Securities to Supplemental Indentures.

          Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article X may, and will
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


                                     - 52 -


                                  Article XI.

                    CONSOLIDATION, MERGER, SALE, OR TRANSFER

     Section 11.01. Consolidations and Mergers of Company and Sales Permitted
Only on Certain Terms.

          (a) The Company shall not consolidate with or merge with or into any
other Person, or transfer (by lease, assignment, sale, or otherwise) all or
substantially all of its properties and assets to another Person unless (i)
either (A) the Company shall be the continuing or surviving Person in such a
consolidation or merger or (B) the Person (if other than the Company) formed by
such consolidation or into which the Company is merged or to which all or
substantially all of the properties and assets of the Company are transferred
(the Company or such other Person being referred to as the "Surviving Person")
shall be a corporation organized and validly existing under the laws of the
United States, any state thereof, or the District of Columbia, and shall
expressly assume, by an indenture supplement, all the obligations of the Company
under the Securities and the Indenture, (ii) immediately after the transaction
and the incurrence or anticipated incurrence of any Indebtedness to be incurred
in connection therewith, no Default will exist, and (iii) an Officer's
Certificate has been delivered to the Trustee to the effect that the conditions
set forth in the preceding clauses (i) and (ii) have been satisfied and an
Opinion of Counsel (from a counsel who shall not be an employee of the Company)
has been delivered to the Trustee to the effect that the conditions set forth in
the preceding clause (i) have been satisfied.

          (b) The Surviving Person will succeed to and be substituted for the
Company with the same effect as if it had been named herein as a party hereto,
and thereafter the predecessor corporation will be relieved of all obligations
and covenants under this Indenture and the Securities.

                                  Article XII.

                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 12.01. Satisfaction and Discharge of Indenture.

          This Indenture will upon a Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when: (a) either (i) all
Securities theretofore authenticated and delivered (other than (A) Securities
which have been destroyed, lost, or stolen and which have been replaced or paid
as provided in Section 2.07 and (B) Securities for the payment of which money
has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 6.03) have been delivered to the Trustee for cancellation or
(ii) all such Securities not theretofore delivered to the Trustee for
cancellation (A) have become due and payable, (B) will become due and payable at
their Stated Maturity within one year, or (C) are to be


                                     - 53 -


called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company, and the Company, in the case of clause (A), (B),
or (C) above, has deposited or caused to be deposited with the Trustee as trust
funds in trust for such purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be; (b) the Company has paid
or caused to be paid all other sums payable hereunder by the Company; and (c)
the Company has delivered to the Trustee an Officer's Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been
satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.06, the obligations of
the Company to any Authenticating Agent under Section 9.13, and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section 12.01, the obligations of the Trustee under Sections 6.03(e) and
12.02, will survive.

     Section 12.02. Application of Trust Money.

          Subject to provisions of Section 6.03(e), all money deposited with the
Trustee pursuant to Section 12.01 will be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.

                                 Article XIII.

                                   GUARANTEES

     Section 13.01. Unconditional Guarantee.

          Each Subsidiary Guarantor hereby, jointly and severally,
unconditionally guarantees (such guarantee to be referred to herein as the
"Subsidiary Guarantee") to each Holder and to the Trustee the due and punctual
payment of the principal of, premium, if any, and interest on the Securities and
all other amounts due and payable under this Indenture and the Securities by the
Company whether at maturity, by acceleration, redemption, repurchase or
otherwise, including, without limitation, interest on the overdue principal of,
premium, if any, and interest on the Securities, to the extent lawful, all in
accordance with the terms hereof and thereof; subject, however, to the
limitations set forth in this Article XIII and Article XIV.

          Failing payment when due of any amount so guaranteed for whatever
reason, the Subsidiary Guarantors will be jointly and severally obligated to pay
the same immediately. Each Subsidiary Guarantor hereby agrees that its
obligations hereunder


                                     - 54 -


shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment,
demand of payments, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that this
Subsidiary Guarantee will not be discharged except by complete performance of
the obligations contained in the Securities, this Indenture and in this
Subsidiary Guarantee. If any Holder or the Trustee is required by any court or
otherwise to return to the Company, any Subsidiary Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary
Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Subsidiary Guarantor agrees it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the Obligations guaranteed hereby may be accelerated as provided in
Article VIII for the purposes of this Subsidiary Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (y) in the event of any acceleration of
such obligations as provided in Article VIII, such obligations (whether or not
due and payable) shall forthwith become due and payable by each Subsidiary
Guarantor for the purpose of this Subsidiary Guarantee.

          The Subsidiary Guarantee of each Subsidiary Guarantor herein shall be,
in the manner and to the extent set forth in Article XIV, subordinated in right
of payment to the prior payment when due of the principal of, premium, if any,
accrued and unpaid interest and all other amounts owing on all existing and
future Senior Debt of such Subsidiary Guarantor and of the Company, as the case
may be, and senior to the right of payment of principal of, premium, if any, and
accrued and unpaid interest on all existing and future Subordinated Indebtedness
of such Subsidiary Guarantor that is subordinated in right of payment to the
Securities or the Subsidiary Guarantee.

     Section 13.02. Limitation of Subsidiary Guarantor's Liability.

          Each Subsidiary Guarantor and by its acceptance hereof each Holder
hereby confirms that it is the intention of all such parties that the guarantee
by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute
a fraudulent transfer or conveyance for purposes of any federal, state or
foreign law. To effectuate the foregoing intention, the Holders and each
Subsidiary Guarantor hereby irrevocably agree that the obligations of each
Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor and after giving effect to any
collections from or


                                     - 55 -


payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Subsidiary
Guarantee or pursuant to Section 13.03, result in the obligations of such
Subsidiary Guarantor under the Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal, state or foreign
law.

     Section 13.03. Contribution.

          In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under the Subsidiary Guarantee, such Funding Guarantor
shall be entitled to a contribution from each other Subsidiary Guarantor for all
payments, damages and expenses incurred by the Funding Guarantor in discharging
the Company's Obligations with respect to the Securities or any other Subsidiary
Guarantor's Obligations with respect to the Subsidiary Guarantee.

     Section 13.04. Execution and Delivery of Subsidiary Guarantees.

          Each Subsidiary Guarantor hereby agrees that its execution and
delivery of this Indenture or any supplemental indentures pursuant to Section
10.03 hereof shall evidence its Subsidiary Guarantee set forth in Section 13.01
without the need for any further notation on the Securities.

          Each of the Subsidiary Guarantors hereby agrees that its Subsidiary
Guarantee set forth in Section 13.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation relating to
such Subsidiary Guarantee.

          If an Officer of a Subsidiary Guarantor whose signature is on this
Indenture or any Supplemental indenture no longer holds that office at the time
the Trustee authenticates such Securities or at any time thereafter, such
Subsidiary Guarantor's Subsidiary Guarantee shall be valid nevertheless.

          The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Subsidiary Guarantee set
forth in this Indenture on behalf of the Subsidiary Guarantor.

     Section 13.05. Severability.

          In case any provision of this Subsidiary Guarantee shall be invalid,
illegal or unenforceable, that portion of such provision that is not invalid,
illegal or unenforceable shall remain in effect, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


                                     - 56 -


                                  Article XIV.

                     SUBORDINATION OF SUBSIDIARY GUARANTEES

     Section 14.01. Guarantees Subordinated to Senior Debt.

          Each Subsidiary Guarantor agrees, and each Holder by accepting a
Security agrees, that any payment in respect of the Subsidiary Guarantee of such
Subsidiary Guarantor is subordinated in right of payment, to the extent and in
the manner provided in this Article XIV, to the prior payment in full in cash of
all Senior Debt of such Subsidiary Guarantor (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt.

          This Article XIV shall constitute a continuing offer to all Persons
who become holders of, or continue to hold, Senior Debt, and such provisions are
made for the benefit of the holders of Senior Debt, and such holders are made
obligees hereunder and any one or more of them may enforce such provisions.

     Section 14.02. Liquidation; Dissolution; Bankruptcy.

          The holders of Senior Debt of the Subsidiary Guarantors shall be
entitled to receive payment in full in cash of all Obligations due in respect of
such Senior Debt (including interest after the commencement of any bankruptcy
proceeding at the rate specified in the applicable Senior Debt of the Company)
before the Holders of Securities shall be entitled to receive any payment with
respect to any such Subsidiary Guarantor's Subsidiary Guarantee or any
distribution of assets or proceeds (except that Holders of Securities may
receive and retain Permitted Junior Securities and payments made from the trust
pursuant to Article V hereof), in the event of any distribution to creditors of
any such Subsidiary Guarantors in connection with:

          (i) any liquidation or dissolution of such Subsidiary Guarantor,
whether voluntary or involuntary;

          (ii) any bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to such Subsidiary Guarantor or its property,
whether voluntary or involuntary;

          (iii) any assignment for the benefit of such Subsidiary Guarantor's
creditors; or

          (iv) any marshaling of such Subsidiary Guarantor's assets and
liabilities.

          The Company shall give prompt written notice to the Trustee of the
occurrence of any event described in clauses (i) through (iv) above with respect
to any Subsidiary Guarantor.


                                     - 57 -


     Section 14.03. Default on Designated Senior Debt

          No Subsidiary Guarantor may make any payment in respect of its
Subsidiary Guarantee or any distribution of assets or proceeds (except in
respect of Permitted Junior Securities or from the trust pursuant to Article V
hereof) if:

          (1) a payment default on Designated Senior Debt of such Subsidiary
Guarantor occurs and is continuing beyond any applicable grace period; or

          (2) any other default occurs and is continuing on any series of
Designated Senior Debt of such Subsidiary Guarantor that permits holders of that
series of Designated Senior Debt of such Subsidiary Guarantor to accelerate its
maturity and the Trustee receives a notice (a "Subsidiary Payment Blockage
Notice") of such default from the Company, such Subsidiary Guarantor or any
agent or representative with respect to such Designated Senior Debt (a
"Subsidiary nonpayment default").

          Payments on such Subsidiary Guarantee may be resumed:

          (1) in the case of a payment default on Designated Senior Debt of such
Subsidiary Guarantor, upon the date on which such default is cured or waived;
and

          (2) in case of a Subsidiary nonpayment default, the earlier of the
date on which such default is cured or waived or 179 days after the date on
which the applicable Subsidiary Payment Blockage Notice is received by the
Trustee, unless the maturity of such Designated Senior Debt of such Subsidiary
Guarantor has been accelerated.

          No new Subsidiary Payment Blockage Notice may be delivered unless and
until 360 days have elapsed since the delivery of the immediately prior
Subsidiary Payment Blockage Notice.

          No Subsidiary nonpayment default that existed or was continuing on the
date of delivery of any Subsidiary Payment Blockage Notice to the Trustee shall
be, or be made, the basis for a subsequent Subsidiary Payment Blockage Notice
unless such default has been cured or waived for a period of not less than 90
days.

     Section 14.04. Guarantees Unconditional.

          Except as otherwise provided herein, nothing contained in this
Indenture or in any Guarantee is intended to or shall impair, as between the
Subsidiary Guarantors and the Holders, the Guarantees, which are absolute and
unconditional, as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Subsidiary Guarantors, other than the holders of
the Senior Debt, nor shall anything herein or therein prevent the Trustee or any
Holder from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
XIV, of the holders of Senior Debt in respect of cash, property or securities of
any Subsidiary Guarantor received upon the exercise of any such remedy. Upon any
distribution of assets of any Subsidiary Guarantor referred to in this Article
XIV, the Trustee, subject to


                                     - 58 -


the provisions of Section 9.01, and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which any
insolvency or liquidation proceedings is pending, or a certificate of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Debt and other
indebtedness of such Subsidiary Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XIV.

     Section 14.05. When Distribution Must Be Paid Over.

          If the Trustee or any Holder of the Securities receives a payment in
respect of any Subsidiary Guarantor's Subsidiary Guarantee (except in respect of
Permitted Junior Securities or from the trust under Article V hereof) when:

          (1) the payment is prohibited by this Article XIV; and

          (2) the Trustee or the Holder has actual knowledge that the payment is
prohibited;

              the Trustee or the Holder, as the case may be, shall hold the
     payment in trust for the benefit of the holders of Senior Debt of such
     Subsidiary Guarantor and shall deliver notice thereof to the agent or
     representative of the holders of such Senior Debt. Upon the proper written
     request of the agent or representative of the holders of Designated Senior
     Debt of such Subsidiary Guarantor, or, if no such Designated Senior Debt
     exists, the holders of Senior Debt of such Subsidiary Guarantor, the
     Trustee or the Holder, as the case may be, shall deliver the amounts in
     trust to the holders of Senior Debt of such Subsidiary Guarantor or their
     proper representative.

          With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article XIV, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall mistakenly pay over or distribute to or on behalf of Holders or
any Subsidiary Guarantor or any other Person money or assets to which any
holders of Senior Debt shall be entitled by virtue of this Article XIV, except
if such payment is made as a result of the willful misconduct or gross
negligence of the Trustee.

     Section 14.06. Notice by the Company.

          The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts known to the Company that would cause a payment of any
Obligations with respect to the Subsidiary Guarantees to violate this Article
XIV, but failure to give such notice shall not affect the subordination of the
Subsidiary Guarantees to the Senior Debt as provided in this Article XIV.


                                     - 59 -


     Section 14.07. Subrogation.

          After all Senior Debt of a Subsidiary Guarantor is paid in full and
until the Securities are paid in full, Holders of Securities shall be subrogated
to the rights of holders of such Senior Debt to receive distributions applicable
to Senior Debt to the extent that distributions otherwise payable to the Holders
of Securities have been applied to the payment of such Senior Debt. A
distribution made under this Article XIV to holders of such Senior Debt that
otherwise would have been made to Holders of Securities is not, as between any
Subsidiary Guarantor and the Holders, a payment by any such Subsidiary
Guarantors with respect to a Subsidiary Guarantee.

     Section 14.08. Relative Rights.

          This Article XIV defines the relative rights of Holders of Securities
and holders of Senior Debt of the Subsidiary Guarantors. Nothing in this
Indenture shall:

          (a) impair, as between any Subsidiary Guarantor and Holders of
Securities, the obligation of such Subsidiary Guarantor, which is absolute and
unconditional, to make payments in accordance with the terms of the Subsidiary
Guarantee;

          (b) affect the relative rights of Holders of Securities and creditors
of any Subsidiary Guarantor other than their rights in relation to holders of
such Senior Debt; or

          (c) prevent the Trustee or any Holder of Securities from exercising
its available remedies upon a Default or Event of Default, subject to the rights
of holders and owners of such Senior Debt to receive distributions and payments
otherwise payable to Holders of Securities by any such Subsidiary Guarantor.

          If any Subsidiary Guarantor fails because of this Article XIV to make
a payment pursuant to the terms of its Subsidiary Guarantee, the failure is
still a Default or Event of Default.

     Section 14.09. Subordination May Not Be Impaired by the Company.

          No right of any holder of Senior Debt of any Subsidiary Guarantor to
enforce the subordination of the Indebtedness evidenced by the Subsidiary
Guarantees shall be impaired by any act or failure to act by the Company, any
Subsidiary Guarantor or any Holder or by the failure of the Company, any
Subsidiary Guarantor or any Holder to comply with this Indenture.

     Section 14.10. Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice given to holders of
Senior Debt of the Subsidiary Guarantors, the distribution may be made and the
notice given to their Representative.


                                     - 60 -


          Upon any payment or distribution of assets of any Subsidiary Guarantor
referred to in this Article XIV, the Trustee and the Holders of Securities shall
be entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Securities for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Debt and other Indebtedness of such Subsidiary Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XIV.

     Section 14.11. Rights of Trustee and Paying Agent.

          Notwithstanding the provisions of this Article XIV or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Securities, unless the Trustee shall have received at
its Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Securities or any Subsidiary Guarantee to violate this
Article XIV. Only the Company or a Representative may give the notice. Nothing
in this Article Twelve shall impair the claims of, or payments to, the Trustee
under or pursuant to Section 9.06 hereof.

          The Trustee in its individual or any other capacity may hold Senior
Debt of any Subsidiary Guarantor with the same rights it would have if it were
not Trustee. Any Agent may do the same with like rights.

     Section 14.12. Authorization to Effect Subordination.

          Each Holder of Securities, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article XIV, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 8.04 hereof at least 30 days before the expiration of the
time to file such claim, the lenders under the Credit Facilities are hereby
authorized to file an appropriate claim for and on behalf of the Holders of the
Securities.

     Section 14.13. Trustee Not Fiduciary for Holders of Senior Debt.

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of the
Securities or to the Company or to any other person cash, property or securities
to which any holders of Senior Debt shall be entitled by virtue of this Article
or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes
to perform or to observe only such of its covenants or obligations


                                     - 61 -


as are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Debt shall be read into this
Indenture against the Trustee.

                                  Article XV.

                            MISCELLANEOUS PROVISIONS

     Section 15.01. Successors and Assigns of Company Bound by Indenture.

          All the covenants, stipulations, promises, and agreements in this
Indenture contained by or on behalf of the Company will bind its successors and
assigns, whether so expressed or not.

     Section 15.02. Service of Required Notice to Trustee and Company.

          Any request, demand, authorization, direction, notice, consent,
waiver, Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with (a) the Trustee by any
Holder or by the Company will be sufficient for every purpose hereunder if made,
given, furnished, or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Administration or (b) the Company by
the Trustee or by any Holder will be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at Armor Holdings,
Inc., Attention: Philip Baratelli, or at any other address previously furnished
in writing to the Trustee by the Company.

     Section 15.03. Service of Required Notice to Holders; Waiver.

          Where this Indenture provides for notice to Holders of any event, such
notice will be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any, and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder will affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver will be
the equivalent of such notice. Waivers of notice by Holders will be filed with
the Trustee, but such filing will not be a condition precedent to the validity
of any action taken in reliance upon such waiver. In case by reason of the
suspension of regular mail service or by reason of any other cause it will be
impracticable to give such notice by mail, then such notification as may be made
with the approval of the Trustee will constitute a sufficient notification for
every purpose hereunder.


                                     - 62 -


     Section 15.04. Indenture and Securities to be Construed in Accordance
with the Laws of the State of New York; WAIVER OF JURY TRIAL.

          This Indenture and the Securities will be deemed to be a contract made
under the laws of the State of New York, and for all purposes will be construed
in accordance with the laws of said State without giving effect to principles of
conflicts of laws of such State.

          EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE
SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

     Section 15.05. Compliance Certificates and Opinions.

          Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officer's Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

          Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

     Section 15.06. Form of Documents Delivered to Trustee.

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Where any
Person is required to make, give, or execute two or more


                                     - 63 -


applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Section 15.07. Payments Due on Non-Business Days.

          In any case where any Interest Payment Date, Redemption Date, or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series which
specifically states that such provision will apply in lieu of this Section
15.07)) payment of interest or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
provided that no interest will accrue for the period from and after such
Interest Payment Date, Redemption Date, or Stated Maturity, as the case may be.

     Section 15.08. Provisions Required by Trust Indenture Act to Control.

          If any provision of this Indenture limits, qualifies, or conflicts
with the duties imposed on any Person by Sections 310 to and including 317 of
the Trust Indenture Act (including provisions automatically deemed included in
this Indenture pursuant to the Trust Indenture Act unless this Indenture
provides that such provisions are excluded), which are deemed to be a part of
and govern this Indenture, whether or not contained herein, then such imposed
duties will control.

     Section 15.09. Invalidity of Particular Provisions.

          In case any one or more of the provisions contained in this Indenture
or in the Securities is for any reason held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
will not affect any other provision of this Indenture or of the Securities, but
this Indenture and such Securities will be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

     Section 15.10. Indenture May be Executed In Counterparts.

          This instrument may be executed in any number of counterparts, each of
which will be an original, but such counterparts will together constitute but
one and the same instrument.

     Section 15.11. Acts of Holders; Record Dates.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver, or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action will become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly


                                     - 64 -


required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent will be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 15.11.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit will also constitute sufficient proof of
his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          (c) The ownership of Securities will be proved by the Security
Register.

          (d) Any request, demand, authorization, direction, notice, consent,
waiver, or other Act of the Holder of any Security will bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange thereof or in lieu thereof in
respect of anything done, omitted, or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

          (e) The Company may, in the circumstances permitted by the Trust
Indenture Act, set any day as the record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver, or other
action provided or permitted by this Indenture to be given or taken by Holders
of Securities of such series. With regard to any record date set pursuant to
this paragraph, the Holders of Outstanding Securities of the relevant series on
such record date (or their duly appointed agents), and only such Persons, will
be entitled to give or take the relevant action, whether or not such Holders
remain Holders after such record date. With regard to any action that may be
given or taken hereunder only by Holders of a requisite principal amount of
Outstanding Securities of any series (or their duly appointed agents) and for
which a record date is set pursuant to this paragraph, the Company may, at its
option, set an expiration date after which no such action purported to be given
or taken by any Holder will be effective hereunder unless given or taken on or
prior to such expiration date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date (or their duly
appointed agents). On or prior to any expiration date set pursuant to this
paragraph, the Company may, on one or more occasions at its option, extend such
date to any later date. Nothing in this paragraph will prevent any Holder (or
any duly appointed agent thereof) from giving or taking, after any such
expiration date, any action identical to, or, at any time, contrary to or
different from, the action or purported action to which


                                     - 65 -


such expiration date relates, in which event the Company may set a record date
in respect thereof pursuant to this paragraph. Nothing in this Section 15.11(e)
will be construed to render ineffective any action taken at any time by the
Holders (or their duly appointed agents) of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is so
taken. Notwithstanding the foregoing or the Trust Indenture Act, the Company
will not set a record date for, and the provisions of this Section 15.1l(e) will
not apply with respect to, any notice, declaration, or direction referred to in
the next paragraph.

          (f) Upon receipt by the Trustee from any Holder of Securities of a
particular series of (a) any notice of default or breach referred to in Section
8.01(a)(iv) or 8.01(a)(v) with respect to Securities of such series, if such
default or breach has occurred and is continuing and the Trustee shall not have
given such notice to the Company, (b) any declaration of acceleration referred
to in Section 8.01(b), if an Event of Default with respect to Securities of such
series has occurred and is continuing and the Trustee shall not have given such
a declaration to the Company, or (c) any direction referred to in Section 8.06
with respect to Securities of such series, if the Trustee shall not have taken
the action specified in such direction, then a record date will automatically
and without any action by the Company or the Trustee be set for determining the
Holders of Outstanding Securities of such series entitled to join in such
notice, declaration, or direction, which record date will be the close of
business on the tenth calendar day following the day on which the Trustee
receives such notice, declaration, or direction. Promptly after such receipt by
the Trustee, and in any case not later than the fifth calendar day thereafter,
the Trustee will notify the Company and the Holders of Outstanding Securities of
such series of any such record date so fixed. The Holders of Outstanding
Securities of such series on such record date (or their duly appointed agents),
and only such Persons, will be entitled to join in such notice, declaration, or
direction, whether or not such Holders remain Holders after such record date;
provided that, unless such notice, declaration, or direction shall have become
effective by virtue of Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents)
having joined therein on or prior to the 90th calendar day after such record
date, such notice, declaration, or direction will automatically and without any
action by any Person be cancelled and of no further effect. Nothing in this
Section 15.11(f) will be construed to prevent a Holder (or a duly appointed
agent thereof) from giving, before or after the expiration of such 90-day
period, a notice, declaration, or direction contrary to or different from, or,
after the expiration of such period, identical to, the notice, declaration, or
direction to which such record date relates, in which event a new record date in
respect thereof will be set pursuant to this Section 15.11(f). Nothing in this
Section 15.11(f) will be construed to render ineffective any notice,
declaration, or direction of the type referred to in this Section 15.11(f) given
at any time to the Trustee and the Company by Holders (or their duly appointed
agents) of the requisite principal amount of Outstanding Securities of the
relevant series on the date such notice, declaration, or direction is so given.

          (g) Without limiting the foregoing, a Holder entitled hereunder to
give or take any action hereunder with regard to any particular Security may do
so with regard to all or any part of the principal amount of such Security or by
one or more duly


                                     - 66 -


appointed agents each of which may do so pursuant to such appointment with
regard to all or any different part of such principal amount.

     Section 15.12. Effect of Headings and Table of Contents.

          The Article and Section headings herein and the Table of Contents are
for convenience only and will not affect the construction hereof.

     Section 15.13. Benefits of Indenture.

          Nothing in this Indenture or in the Securities, express or implied,
will give to any Person, other than the parties hereto and their successors
hereunder and the Holders any benefit or any legal or equitable right, remedy,
or claim under this Indenture.

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the day and year first above written.

                                       Armor Holdings, Inc.



                                       By:
                                          -------------------------------------
                                       Name:
                                             ----------------------------------
                                       Title:
                                             ----------------------------------


                                       Wachovia Bank, National Association



                                       By:
                                           ------------------------------------
                                       Name:
                                            -----------------------------------
                                       Title:
                                             ----------------------------------



                                     - 67 -

EX-5.1

                        LETTERHEAD OF KANE KESSLER, P.C.
                    1350 AVENUE OF THE AMERICAS, 28TH FLOOR
                            NEW YORK, NEW YORK 10019

                                 May 26, 2004

Armor Holdings, Inc.
1400 Marsh Landing Parkway, Suite 112
Jacksonville, Florida  32250

          RE:  REGISTRATION STATEMENT ON FORM S-3 OF ARMOR HOLDINGS, INC.

Ladies and Gentlemen:

         We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), and the Subsidiary Guarantors (as defined below) in
connection with the preparation of the Registration Statement on Form S-3,
Registration File No. 333-113834 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), filed on behalf of
the Company and the Subsidiary Guarantors with the Securities and Exchange
Commission (the "Commission"). You have provided us with a draft prospectus (the
"Prospectus") which is a part of the Registration Statement. The Prospectus
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each, a "Prospectus Supplement"). The Registration Statement
relates to the Company's offering of up to an aggregate of $500,000,000 of (i)
one or more series of debt securities (the "Debt Securities"), which may be
guaranteed (the "Guarantees") by the Company's subsidiaries set forth on Exhibit
A attached hereto (the "Subsidiary Guarantors"), (ii) shares of common stock of
the Company, par value $0.01 per share (the "Common Stock"), (iii) shares of
preferred stock of the Company, par value $0.01 per share (the "Preferred
Stock"), (iv) warrants to purchase Debt Securities, Common Stock, or Preferred
Stock (the "Warrants"), or any combination of the foregoing (collectively, the
"Securities"), and to the offering by the selling stockholders named therein
of up to 1,000,000 shares of Common Stock. Any series of Debt Securities and
Warrants may be convertible and/or exchangeable for Common Stock, Preferred
Stock, or another series of Debt Securities. Any series of Preferred Stock may
be convertible and/or exchangeable for Common Stock or another series of
Preferred Stock. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Prospectus.

         The Debt Securities will be issued pursuant to an indenture between the
Company and a trustee (the "Trustee"), and one or more supplements thereto
(collectively, the "Indenture"). The Warrants will be issued pursuant to one or
more warrant agreements (each, a "Warrant Agreement"),




May 26, 2004
Page 2


by and between the Company and a warrant agent (each, a "Warrant Agent").

         We have examined copies of the Registration Statement, in the form
filed with the Commission through the date hereof, the Certificate of
Incorporation of the Company, as amended (the "Certificate of Incorporation"),
the Amended and Restated Bylaws of the Company, records of certain of the
Company's and Subsidiary Guarantors' corporate proceedings as reflected in their
respective minute books, and other records and documents that we have deemed
necessary for purposes of this opinion. We have also examined such other
documents, papers, authorities and statutes as we have deemed necessary to form
the basis of the opinions hereinafter set forth.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and the
Subsidiary Guarantors, public officials, and others, and such other documents
and information as we have deemed necessary or appropriate to enable us to
render the opinions expressed below. We have not undertaken any independent
investigation to determine the accuracy of any such facts.

         Based upon and subject to the foregoing and the statements contained
herein, we are of the opinion that:

         1. When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and upon
adoption by the Board of Directors of the Company of a resolution in form and
content as required by applicable law, and assuming that (i) the terms of the
shares of Common Stock are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (ii) at the time of
issuance of such shares of Common Stock, the number of shares of Common Stock
which the Company is authorized to issue in its Certificate of Incorporation,
will exceed the sum of (A) the number of shares of Common Stock outstanding, (B)
the number of shares of Common Stock held as treasury shares, and (C) the number
of shares of Common Stock which the Company is obligated to issue (or has
otherwise reserved for issuance for any purposes), by at least the number of
such shares of Common Stock, (iii) adequate consideration for such shares of
Common Stock in excess of par value has been paid to, and received by the
Company in the manner contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s) and by such resolution, and (iv) such
shares of Common Stock, and the issuance thereof, comply with all requirements
and restrictions, if any, applicable to the Company, whether imposed by any
court or governmental or regulatory body having jurisdiction over the Company,
such shares of Common Stock (including any Common Stock duly issued upon the
exchange or conversion of Debt Securities, Warrants, and Preferred Stock that
are exchangeable or convertible into Common Stock) will be validly issued, fully
paid and nonassessable. The shares of Common Stock to be offered and sold for
the account of the selling stockholders named in the Registration Statement have
been duly authorized and validly issued and are fully paid and non-assessable.



May 26, 2004
Page 3


         2. When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and when the
powers, designations, preferences, and other rights and limitations of a series
of Preferred Stock has been duly established in accordance with the terms of the
Certificate of Incorporation of the Company, and applicable law, and upon
adoption by the Board of Directors of the Company of a resolution in form and
content as required by applicable law, and assuming that (i) the terms of such
shares of Preferred Stock are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (ii) at the time of
issuance of such shares of Preferred Stock, the number of shares of Preferred
Stock which the Company is authorized to issue in its Certificate of
Incorporation, will exceed the sum of (A) the number of shares of Preferred
Stock outstanding, (B) the number of shares of Preferred Stock held as treasury
shares, and (C) the number of shares of Preferred Stock which the Company is
obligated to issue (or has otherwise reserved for issuance for any purposes), by
at least the number of such shares of Preferred Stock, (iii) adequate
consideration for the shares of Preferred Stock in excess of par value has been
paid to, and received by the Company in the manner contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and by such resolution, (iv) the powers, designations, preferences, and other
rights and limitations of the shares of Preferred Stock do not violate any law
applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company and (v) such shares, and the
issuance thereof, comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, such shares of Preferred
Stock (including any Preferred Stock duly issued upon the exchange or conversion
of Debt Securities, Warrants, and other series of Preferred Stock that are
exchangeable or convertible into Preferred Stock) will be validly issued, fully
paid and nonassessable.

         3. When (a) the Warrant Agreement has been duly authorized, executed,
and delivered by the Company, (b) the specific terms of a particular issuance of
Warrants have been duly established by a Warrant Agreement in accordance with
applicable law (including, without limitation, the adoption by the Board of
Directors of the Company of a resolution duly authorizing the issuance and
delivery of the Warrants), duly authenticated by the Warrant Agent and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Warrant Agreement and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (c) the Registration Statement and any required
post-effective amendments thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and assuming (i) that the terms of the Warrants as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) that the Warrants as executed and delivered do
not violate any law applicable to the Company or result in a default under or
breach of any agreement or instrument binding upon the Company, and (iii) that
the Warrants as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, the




May 26, 2004
Page 4


Warrants will constitute valid and binding obligations of the Company.

         4. When (a) the Indenture has been duly authorized, executed, and
delivered by the Company, (b) the Debt Securities have been duly established in
accordance with the terms of the Indenture (including, without limitation, the
adoption by the Board of Directors of the Company of a resolution duly
authorizing the issuance and delivery of the Debt Securities), duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (c) the Registration Statement and
any required post-effective amendments thereto and any and all Prospectus
Supplement(s) required by applicable laws have all become effective under the
Securities Act, and assuming (i) that the terms of the Debt Securities as
executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (ii) that the Debt
Securities as executed and delivered do not violate any law applicable to the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company, and (iii) that the Debt Securities as executed and
delivered comply with all requirements and restrictions, if any, applicable to
the Company, whether imposed by any court or governmental or regulatory body
having jurisdiction over the Company, the Debt Securities will constitute valid
and binding obligations of the Company.

         5. When (a) the Indenture has been duly authorized, executed, and
delivered by the Company and the applicable Subsidiary Guarantors, (b) the
Guarantees have been duly authorized, executed and delivered on behalf of each
Subsidiary Guarantor and the related Debt Securities have been duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (c) the Registration Statement and
any required post-effective amendments thereto and any and all Prospectus
Supplement(s) required by applicable laws have all become effective under the
Securities Act, and assuming (i) that the terms of the Guarantees as executed
and delivered are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), (ii) that the Guarantees as executed and
delivered do not violate any law applicable to the applicable Subsidiary
Guarantor or result in a default under or breach of any agreement or instrument
binding upon such Subsidiary Guarantor, (iii) that the Guarantees as executed
and delivered comply with all requirements and restrictions, if any, applicable
to such Subsidiary Guarantor, whether imposed by any court or governmental or
regulatory body having jurisdiction over such Subsidiary Guarantor, and (iv)
that the Guarantees are then issued as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the
Guarantees will constitute valid and binding obligations of the applicable
Subsidiary Guarantor.

         The opinions set forth herein are subject to the following additional
qualifications, assumptions and exceptions:


May 26, 2004
Page 5


         1.       the effect of bankruptcy, insolvency, reorganization,
                  fraudulent conveyance, moratorium or other similar laws now or
                  hereafter in effect relating to or affecting the rights and
                  remedies of creditors generally; and

         2.       the effect of general principles of equity, whether
                  enforcement is considered in a proceeding in equity or at law,
                  and the discretion of the court before which any proceeding
                  therefor may be brought.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus and the Prospectus Supplement(s) which form a part
thereof. In giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.

         We assume for purposes of this opinion that (i) each of the parties to
the Warrant Agreement and the Indenture, other than the Company, are duly
organized, validly existing and in good standing under the laws of their
respective jurisdictions of organization; (ii) the Trustee and Warrant Agent are
duly qualified to engage in the activities contemplated by the Indenture and
Warrant Agreement, respectively; (iii) the Indenture will be duly authorized,
executed and delivered by the Trustee and will constitute a legally valid and
binding obligation of the Trustee, enforceable against the Trustee in accordance
with its terms; (iv) the Warrant Agreement will be duly authorized, executed and
delivered by each of the parties to the Warrant Agreement (other than the
Company) and will constitute a legally valid and binding obligation of such
parties, enforceable against such parties in accordance with its terms; (v) the
Trustee and the parties to the Warrant Agreement (other than the Company) have
the requisite organizational and legal power and authority to perform their
obligations under the Indenture and Warrant Agreement, respectively; and (vi)
the Trustee is qualified under the Trust Indenture Act of 1939, as amended, and
a Form T-1 has been properly filed as an exhibit to the Registration Statement.

         We are qualified to practice law in the State of New York and do not
purport to be experts on any law other than the laws of the State of New York
and the General Corporation Law of the State of Delaware. In rendering the
opinions expressed herein, we have relied on matters relating to (i) Texas law
on the opinion of the Law Office of Adrienne Bond, Esq., subject to the
assumptions and qualifications contained therein, a copy of which is attached
hereto as Exhibit B, with respect to B-Square, Inc., a Texas corporation; (ii)
New Hampshire law on the opinion of McLane, Graf, Raulerson & Middleton,
Professional Association, subject to the assumptions and qualifications
contained therein, a copy of which is attached hereto as Exhibit C, with respect
to Casco International, Inc., a New Hampshire corporation, Monadnock Lifetime
Products, Inc., a New Hampshire corporation, and Monadnock Police Training
Council, Inc., a New Hampshire corporation; (iii) California law on the opinion
of Inglis, Ledbetter & Gower LLP, subject to the assumptions and qualifications
contained therein, a copy of which is attached hereto as Exhibit D, with respect
to NAP Properties, Ltd., a California limited partnership, NAP Property
Managers,




May 26, 2004
Page 6

LLC, a California limited liability company, Safari Land Ltd., Inc., a
California corporation, Safariland Government Sales, Inc., a California
corporation, and Hatch Imports, Inc., a California corporation; (iv)
Massachusetts law on the opinion of Lawson & Weitzen LLP, subject to the
assumptions and qualifications contained therein, a copy of which is attached
hereto as Exhibit E, with respect to Pro-Tech Armored Products of Massachusetts,
Inc., a Massachusetts corporation; (v) Ohio law on the opinion of Porter Wright
Morris & Arthur LLP, subject to the assumptions and qualifications contained
therein, a copy of which is attached hereto as Exhibit F, with respect to The
O'Gara Company, an Ohio corporation; and (vi) Arizona law on the opinion of
Snell & Wilmer L.L.P., subject to the assumptions and qualifications contained
therein, a copy of which is attached hereto as Exhibit G, with respect to
Simula, Inc., an Arizona corporation, Simula Aerospace & Defense Group, Inc., an
Arizona corporation, International Center for Safety Education, Inc., an Arizona
corporation, Simula Polymers Systems, Inc., an Arizona corporation, Simula
Technologies, Inc., an Arizona corporation, AI Capital Corp., an Arizona
corporation, Simula Transportation Equipment Corporation, an Arizona
corporation, CCEC Capital Corp., an Arizona corporation, SAI Capital Corp., an
Arizona corporation, and ASD Capital Corp., an Arizona corporation.

         This opinion letter is limited to the specific legal matters expressly
set forth herein, speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations.

                                         Very truly yours,

                                         KANE KESSLER, P.C.


                                         By: /s/ Jeffrey S. Tullman, President
                                             ----------------------------------





                                    EXHIBIT A

- ------------------------------------------------------------------------
911EP, Inc.
- ------------------------------------------------------------------------
AHI Bulletproof Acquisition Corp.
- ------------------------------------------------------------------------
AHI Properties I, Inc.
- ------------------------------------------------------------------------
AI Capital Corp.
- ------------------------------------------------------------------------
Armor Brands, Inc.
- ------------------------------------------------------------------------
ArmorGroup Services, LLC
- ------------------------------------------------------------------------
Armor Holdings Forensics, L.L.C.
- ------------------------------------------------------------------------
Armor Holdings GP, LLC
- ------------------------------------------------------------------------
Armor Holdings LP, LLC
- ------------------------------------------------------------------------
Armor Holdings Mobile Security, L.L.C.
- ------------------------------------------------------------------------
Armor Holdings Payroll Services, LLC
- ------------------------------------------------------------------------
Armor Holdings Products, L.L.C.
- ------------------------------------------------------------------------
Armor Holdings Properties, Inc.
- ------------------------------------------------------------------------
Armor Safety Products Company
- ------------------------------------------------------------------------
B-Square, Inc.
- ------------------------------------------------------------------------
Break-Free Armor Corp.
- ------------------------------------------------------------------------
Break-Free, Inc.
- ------------------------------------------------------------------------
Casco International, Inc.
- ------------------------------------------------------------------------
CCEC Capital Corp.
- ------------------------------------------------------------------------
CDR International, Inc.
- ------------------------------------------------------------------------
Defense Technology Corporation of America
- ------------------------------------------------------------------------
Hatch Imports, Inc.
- ------------------------------------------------------------------------
Identicator, Inc.
- ------------------------------------------------------------------------
International Center for Safety Education, Inc.
- ------------------------------------------------------------------------
Monadnock Lifetime Products, Inc.
- ------------------------------------------------------------------------
Monadnock Lifetime Products, Inc.
- ------------------------------------------------------------------------
Monadnock Police Training Council, Inc.
- ------------------------------------------------------------------------
NAP Properties, Ltd.
- ------------------------------------------------------------------------
NAP Property Managers, LLC
- ------------------------------------------------------------------------
New Technologies Armor, Inc.
- ------------------------------------------------------------------------
ODV Holdings Corp.
- ------------------------------------------------------------------------
O'Gara-Hess & Eisenhardt Armoring Company, L.L.C.
- ------------------------------------------------------------------------
Pro-Tech Armored Products of Massachusetts, Inc.
- ------------------------------------------------------------------------
Ramtech Development Corp.
- ------------------------------------------------------------------------
Safari Land Ltd., Inc.
- ------------------------------------------------------------------------
Safariland Government Sales, Inc.
- ------------------------------------------------------------------------
SAI Capital Corp.
- ------------------------------------------------------------------------
Simula Aerospace & Defense Group, Inc.
- ------------------------------------------------------------------------
Simula, Inc.
- ------------------------------------------------------------------------
Simula Polymers Systems, Inc.
- ------------------------------------------------------------------------
Simula Technologies, Inc.
- ------------------------------------------------------------------------
Speedfeed Acquisition Corp.
- ------------------------------------------------------------------------
The O'Gara Company
- ------------------------------------------------------------------------

















                                   EXHIBIT B











             LETTERHEAD OF LAW OFFICE OF ADRIENNE RANDLE BOND, ESQ.
                                 2014 BISSONNET
                              HOUSTON, TEXAS 77005









                                  May 26, 2004



Armor Holdings, Inc.
1400 Marsh Landing Parkway, Suite 112
Jacksonville, Florida  32250


Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York  10019


Re:     Registration Statement on Form S-3 of Armor Holdings, Inc.


Ladies and Gentlemen:

         I have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), and B-Square, Inc., a Texas corporation (the
"Subsidiary Guarantor"), in connection with the preparation of the Registration
Statement on Form S-3, File No. 333-113834 (the "Registration Statement"), filed
on March 23, 2004 and Amendment No.1 thereto filed on the date hereof (the
"Amendment") on behalf of the Company, the Subsidiary Guarantor and certain
other subsidiaries of the Company as set forth in the Registration Statement and
the Amendment (the "Subsidiaries") with the Securities and Exchange Commission
(the "Commission") relating to the Company's shelf registration of debt and
equity securities in the aggregate principal amount of $500 million. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the prospectus (the "Prospectus") contained in the Registration
Statement. B-Square, Inc., is referred to as the "Subsidiary Guarantor," and the
guarantee by the Subsidiary Guarantor with respect to the Indenture between the
Company and Wachovia Bank, National Association, a national banking association
as trustee (the `Trustee") is referred to as the "Guarantee."

          In connection with this opinion letter, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Registration Statement in the form filed with the
Commission on March 23, 2004 and the Amendment in the form to be filed with the
Commission on the date hereof, (ii) the articles of incorporation currently in
effect of the Subsidiary Guarantor; (iii) the Bylaws currently in effect of the
Subsidiary Guarantor; (iv) the Indenture; (v) resolutions of the Board of
Directors of the Subsidiary Guarantor relating to, among other things, the
filing of the Registration Statement and the Amendment; and







(vi) records of certain of the Subsidiary Guarantor's corporate proceedings as
reflected in its minute book. I also have examined and relied upon certificates
of public officials, and a certificate of an officer of the Subsidiary Guarantor
as I have deemed necessary or appropriate as a basis for the opinions set forth
below.

         In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, the authenticity
of the originals of such latter documents, and the financial condition of the
Subsidiary Guarantor at all relevant times will be such as will permit the
authorization, execution and performance of the Guarantee under applicable law.
I have also assumed that the Registration Statement, the Amendment, the
Indenture and the Guarantee (the "Documents") have been duly authorized,
executed and delivered by each party other than the Subsidiary Guarantor and
that the Documents are or will be valid, binding and enforceable against each
party that is not the Subsidiary Guarantor. I also assume that all parties to
the documents will act in accordance with applicable standards of commercial
reasonableness and good faith and fair dealing and that there has not been
mutual mistake of fact, fraud, duress or undue influence. As to certain facts
material to this opinion, I have relied, without independent verification, upon
written statements and representations of an officer of the Subsidiary Guarantor
and public officials.

         Based upon and subject to the foregoing and the statements contained
herein, I am of the opinion that:

         1.    The Subsidiary Guarantor is a corporation duly incorporated,
               validly existing and in good standing under the laws of the State
               of Texas.

         2.    The Subsidiary Guarantor has all requisite corporate power and
               corporate authority under the laws of the State of Texas to own
               and operate its properties and carry on its business as now
               conducted and to perform its obligations under the Guarantee.

         3.    When (a) the Indenture has been duly authorized, executed and
               delivered by the Company and the Subsidiary Guarantor, (b) the
               Guarantee has been duly authorized, executed and delivered on
               behalf of the Subsidiary Guarantor and the related Debt
               Securities have been duly authenticated by the Trustee and duly
               executed and delivered on behalf of the Company against payment
               therefore in accordance with the terms and provisions of the
               Indenture and as contemplated by the Registration Statement, the
               Prospectus and the related Prospectus Supplement Supplements(s),
               and (c) the Registration Statement and any required
               post-effective amendments thereto and any and all Prospectus
               Supplements(s) required by applicable laws have all become
               effective under the Securities Act, and assuming (i) that the
               terms of the Guarantee as executed and delivered are as described
               in the Registration Statement, the Prospectus and the related
               Prospectus Supplement(s), (ii) that the Guarantee as executed and
               delivered does not violate any law applicable to the Subsidiary
               Guarantor or result in a default under or breach of any agreement
               or instrument binding upon such Subsidiary Guarantor, (iii) that
               the Guarantee as executed and delivered complies with all
               requirements




                                       2




               and restrictions, if any, applicable to the Subsidiary Guarantor,
               whether imposed by any court or governmental or regulatory body
               having jurisdiction over the Subsidiary Guarantor, and (iv) that
               the Guarantee is then issued as contemplated in the Registration
               Statement, the Prospectus and the related Prospectus
               Supplements(s), the Guarantee will constitute the valid and
               binding obligation of the Subsidiary Guarantor.

         The opinions as to the enforceability of the Guarantee is subject to
(i) principles of equity, (ii) the availability of certain equitable remedies,
(iii) bankruptcy, insolvency, moratorium and other laws applicable to creditors'
rights or the collection of debtors' obligations generally, and (iv) fraudulent
conveyance laws. This opinion expressly excludes any opinions with respect to
the laws of usury in the State of Texas. With respect to my opinions, I have not
undertaken any special examination of the files of the Subsidiary Guarantor,
other than a review of the Documents and the corporate records of the Subsidiary
Guarantor described above. I have, as to matters of fact and with respect to any
documents or records other than those listed immediately above, relied upon the
representations and warranties of an officer of the Subsidiary Guarantor
delivered in connection with the delivery of this opinion.

         I express no opinion as to the availability or enforceability of the
following provisions and remedies: (i) equitable remedies, including specific
performance and the appointment of a receiver; (ii) self-help remedies; (iii)
provisions relating to waivers by the Subsidiary Guarantor or precluding the
Subsidiary Guarantor from asserting certain claims or defenses or from obtaining
certain rights and remedies; (iv) provisions relating to subrogation rights,
severability, delay or omission of enforcement of rights or remedies,
indemnification, to the extent that such indemnification would be against public
policy or such indemnification provisions purport to indemnify any persons
against violations of securities laws or their own gross negligence or willful
misconduct; (v) provisions purporting to establish evidentiary standards for
suits or proceedings to enforce the Guarantee; (vi) provisions limiting the
ability of the parties to modify the Guarantee and the underlying documents,
except by written agreement; (vii) rights of setoff against funds in favor of
persons who do not have possession of such funds or are not the owners and
holders of the obligations against which the offset is made; and (viii) any
provision in the Guarantee purporting to preserve the remedies available to a
party as nonexclusive or distinct, separate and cumulative. Enforcement of
obligations under the Guarantee may also be limited by constitutional
limitations of notice and due process requirements under the United States
Constitution and any other laws limiting the rights of creditors to repossess,
foreclose or otherwise realize upon the property of a debtor without appropriate
notice or hearing. This opinion is limited to the enforceability of the
Guarantee on the date hereof and does not apply to any other documents or
instruments executed by the Subsidiary Guarantor after the date hereof in
connection with the Documents or the transactions funded by the Documents.

         I am qualified to practice law in the State of Texas, and do not
purport to be an expert on, or to express any opinion herein concerning any law,
other than the laws of the State of Texas and the Texas Business Corporation
Act.

        This opinion letter is limited to the specific legal matters expressly
set forth herein and solely with respect to the Subsidiary Guarantor, and no
opinion is expressed or implied with










respect to any matter not expressly stated herein. This letter speaks only as of
the date hereof and is limited to present statutes, regulations and
administrative and judicial interpretations, and I have no duty to update these
opinions. I consent to the inclusion of this opinion as an exhibit to the Kane
Kessler, P.C. opinion filed as an exhibit to the Amendment.


                                                     Very truly yours,



                                                     /s/ Adrienne Randle Bond
                                                     Adrienne Randle Bond








                                   EXHIBIT C















                                  LETTERHEAD OF
          MCLANE, GRAF, RAULERSON & MIDDLETON, PROFESSIONAL ASSOCIATION
                          900 ELM STREET, P.O. BOX 326
                      MANCHESTER, NEW HAMPSHIRE 03105-0326





                                  May 26, 2004



Armor Holdings, Inc.
1400 Marsh Landing Parkway
Suite 112
Jacksonville, Florida 32250


Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019


         Re:   Amendment No. 1 to Registration Statement on Form S-3 of Armor
               Holdings, Inc.


Ladies and Gentlemen:

         We have acted as special New Hampshire counsel to Casco International,
Inc., Monadnock Lifetime Products, Inc. and Monadnock Police Training Council,
Inc., each a New Hampshire corporation (each a "NH Subsidiary Guarantor" and
collectively, the "NH Subsidiary Guarantors"), for the limited purpose of
rendering the legal opinions set forth herein in connection with the preparation
of Amendment No. 1 to the Shelf Registration Statement on Form S-3, File No.
333-113834 filed on March 23, 2004, which Amendment is being filed on the date
hereof (the "Amendment" and, as so amended, the "Registration Statement"), on
behalf of Armor Holdings, Inc., a Delaware corporation ("Armor"), and the
Subsidiary Guarantors (as that term is defined in the Registration Statement),
including the NH Subsidiary Guarantors, with the Securities and Exchange
Commission (the "Commission"). The Registration Statement relates to the
Company's offering of up to $500,000,000 of (i) one or more series of debt
securities (the "Debt Securities"), (ii) shares of common stock of Armor, par
value $0.01 per share (the "Common Stock"), (iii) shares of preferred stock of
Armor, par value $0.01 per share (the "Preferred Stock"), (iv) warrants to
purchase Debt Securities, Common Stock, or Preferred Stock (the "Warrants"), or
any combination of the foregoing (collectively, the "Securities"). Any series of
Debt Securities and Warrants may be convertible and/or exchangeable for Common
Stock, Preferred Stock, or another series of Debt Securities. Any series of
Preferred Stock may be convertible and/or exchangeable for Common Stock or
another series of Preferred Stock. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to









Armor Holdings, Inc. & Kane Kessler, P.C.
May 26, 2004
Page 2


such terms in the draft prospectus (the "Prospectus") that you have provided to
us and that is a part of the Registration Statement. The Prospectus provides
that it will be supplemented in the future by one or more supplements (each a
"Prospectus Supplement").

         The Debt Securities will be issued pursuant to an indenture between
Armor and a trustee (the "Indenture"), the form of which is attached to the
Registration Statement as Exhibit 4.2 subject to one or more supplements
thereto, and will be guaranteed by the Subsidiary Guarantors (including the NH
Subsidiary Guarantors) by their execution and delivery of the Indenture (the
"Guaranty").

         In preparation of this opinion we have examined (1) the Registration
Statement, including the Prospectus and the Indenture; (2) the Articles of
Agreement or Articles of Incorporation, as the case may be, as currently in
effect, of each NH Subsidiary Guarantor; (3) the Bylaws, as currently in effect,
of each NH Subsidiary Guarantor; (4) a certificate of each NH Subsidiary
Guarantor's existence from the New Hampshire Secretary of State dated May 21,
2004; (5) such minutes of the meetings of the Board of Directors of each NH
Subsidiary Guarantor as we deemed necessary; and (6) such other documents and
items as we deemed necessary for the purposes of this opinion.

         We have relied upon certificates and other information furnished by
Armor and by the NH Subsidiary Guarantors. We have assumed without independent
verification that the information furnished by Armor and the NH Subsidiary
Guarantors is accurate, although nothing has come to our attention which would
suggest that any such certificate, warranty, representation, or information is
inaccurate or incomplete in any material respect. We have not conducted any
independent outside review of agreements, contracts, indentures, instruments,
orders, judgments, rules, regulations, writs, injunctions or decrees by which
the NH Subsidiary Guarantors or any of their property may be bound, nor have we
made any outside independent investigation as to the existence of actions,
suits, investigations or proceedings, if any, pending or threatened against the
NH Subsidiary Guarantors.

         In all our examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents purporting to be originals, and
the conformity to the originals of all documents submitted to us as conformed or
photostatic copies, which facts we have not independently verified. We have
assumed, and we have no information to the contrary, that the minutes of the
meetings of the Board of Directors of the NH Subsidiary Guarantors accurately
reflect the actions taken at those meetings, that the meetings were duly called,
and that a quorum was present in each case. We have also assumed, and we have no
information to the contrary, that the information contained in the documents we
have reviewed is accurate, and we have not independently verified such
information.

         We have also assumed that the financial condition of the NH Subsidiary
Guarantors at all relevant times was, and will be, such as to permit their
authorization, execution and performance of the Indenture under applicable law
and that each of the NH Subsidiary Guarantors will receive a benefit of some
substance in exchange for their guaranty of the Debt Securities.









Armor Holdings, Inc. & Kane Kessler, P.C.
May 26, 2004
Page 3


         We have also assumed that the transactions contemplated by the
Indenture have been duly authorized by each of the parties to it other than the
NH Subsidiary Guarantors, that the Indenture will be duly executed and delivered
by each of the other parties to it, that each of the other parties has the power
and authority to execute and deliver the Indenture, and that the Indenture will
constitute a legal, valid and binding agreement of each of the other parties,
subject, if at all, to the General Qualifications as defined in the American Bar
Association Section of Business Legal Opinion Accord (1991), and our opinion in
paragraph 4 below is subject to those General Qualifications.

         We are members of the Bar of the State of New Hampshire, and we express
no opinion as to matters involving the laws of any jurisdiction other than the
State of New Hampshire. This opinion is limited to the effect of the laws
(including administrative and judicial interpretations) of the State of New
Hampshire and the United States, as they existed on the date of this letter and
to the facts bearing upon the opinions below as they existed on the date of this
letter, and we expressly disclaim any obligation or undertaking to update or
modify the opinions below as a consequence of any future changes in the
applicable laws or in the facts bearing upon those opinions. The Indenture
provides that it shall be construed in accordance with the laws of New York, and
our opinion in paragraph 4 below does not constitute an opinion as to whether
the Indenture and Guaranty will be valid and binding to the extent that matter
is construed in accordance with New York law. In addition, our opinion in
paragraph 4 below is subject, if at all, to the General Qualifications as
defined in the American Bar Association Section of Business Legal Opinion Accord
(1991).

         Based on the foregoing, we are of the opinion that:

         1. Each NH Subsidiary Guarantor is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of New
Hampshire.

         2. Each NH Subsidiary Guarantor has all requisite corporate power and
authority to own and operate its properties, to carry on its business as, to our
knowledge, it is now conducted and presently proposed to be conducted, and to
perform its obligations under the Indenture.

         3. The execution and delivery of the Indenture by each NH Subsidiary
Guarantor and the performance of each NH Subsidiary Guarantor's obligations
under the Indenture, including the Guaranty, have been duly authorized by all
necessary corporate action on the part of each NH Subsidiary Guarantor.

         4. When the Commission declares the Registration Statement effective
and the Indenture has been duly executed, authenticated, issued and delivered in
accordance with the terms of the Registration Statement, the Prospectus and the
Indenture, the Guaranty by each NH Subsidiary Guarantor of the Debt Securities
will be the valid and binding obligation of such company.









Armor Holdings, Inc. & Kane Kessler, P.C.
May 26, 2004
Page 4


         This opinion letter is limited to the specific legal matters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly stated herein. The above opinions are solely for the
benefit of the parties to whom this letter is addressed, and this letter is not
to be quoted or otherwise referred to nor furnished to any other person, without
our prior written consent. No person other than you shall be entitled to rely on
the opinions expressed in this letter. We consent to the inclusion of this
opinion letter as an exhibit to the Kane Kessler, P.C. opinion letter filed as
an exhibit to the Registration Statement. This opinion and our consent to its
inclusion in the Registration Statement does not constitute acknowledgment that
we are "experts" whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and regulations of the Commission promulgated
thereunder.


                                             McLANE, GRAF, RAULERSON & MIDDLETON
                                              PROFESSIONAL ASSOCIATION



                                             By:  /s/  Richard A. Samuels








                                   EXHIBIT D

















                  LETTERHEAD OF INGLIS, LEDBETTER & GOWER LLP
                        888 WEST SIXTH STREET, 8TH FLOOR
                         LOS ANGELES, CALIFORNIA 90017




May 26, 2004




Armor Holdings, Inc.
1400 Marsh Landing Parkway, Suite 112
Jacksonville, Florida  32250


Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York  10019


         Re:      Registration Statement on Form S-3 of Armor Holdings, Inc.


Ladies and Gentlemen:

         We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), and the Subsidiary Guarantors (as defined below) in
connection with preparation of the Registration Statement on Form S-3, File No.
333-113834 (the "Registration Statement"), filed on March 23, 2004, on behalf of
the Company, the Subsidiary Guarantors and the other subsidiary guarantors of
the Company listed in the Registration Statement (the "Additional Subsidiary
Guarantors") with the Securities and Exchange Commission (the "Commission") and
Amendment No. 1 thereto filed on the date hereof (the "Amendment") relating to
the Company's registration of up to $500,000,000 of its Debt Securities, Common
Stock, Preferred Stock and Warrants registered under the Securities Act of 1933
as amended ("Securities Act") as more fully described in the Registration
Statement and the Amendment. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the








May 26, 2004
Armor Holdings, Inc.
Kane Kessler, P.C.
Page 2


prospectus (the "Prospectus") contained in the Registration Statement. NAP
Properties, Ltd., a California Limited Partnership, NAP Property Managers, LLC,
a California Limited Liability Company, Safari Land Ltd., Inc., a California
corporation, Safariland Government Sales, Inc., a California corporation, and
Hatch Imports, Inc., a California corporation, are collectively referred to as
"Additional Registrants."

         In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement in the form filed on March 23,
2004, with the Commission and the Amendment in the form to be filed with the
Commission as of the date hereof; (ii) the certificate of incorporation, the
certificate of limited partnership or the certificate of formation, as the case
may be, as currently in effect, of each of the Additional Registrants (iii) the
By-laws, operating agreements or the agreement of limited partnership, as the
case may be, as currently in effect, of each of the Additional Registrants; (iv)
resolutions of the Board of Directors, the managing members or the partners, as
the case may be, of each of the Additional Registrants relating to, among other
things, the securities described in the Registration Statement and the filing of
the Registration Statement and the Amendment; and (vii) records of certain of
the Subsidiary Guarantors' corporate proceedings as reflected in their
respective minute books and other records and documents that we have deemed
necessary for purposes of this opinion. We also have examined and relied upon
such other documents, corporate records, certificates, instruments and other
information, as we have deemed necessary or appropriate as a basis for the
opinions set forth below.








May 26, 2004
Armor Holdings, Inc.
Kane Kessler, P.C.
Page 3


         In our examination, we have assumed the legal capacity of all natural
persons, genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, the authenticity
of the originals of such latter documents, and the financial condition of the
Additional Registrants at all relevant times will be such as will permit the
authorization, execution and performance of the acts defined in the Registration
Statement under applicable law. As to certain facts material to this opinion, we
have relied, without independent verification, upon oral or written statements
and representations of officers and other representatives of the Additional
Registrants, public officials and others.

         We have not examined the financial books and records of the Additional
Registrants nor made any independent investigation to determine the existence of
facts, except as described herein. As to questions of fact material to this
opinion, we have relied, upon the representations of the Company and the
Additional Registrants. Except as stated above, we have not undertaken any
independent investigation to determine the existence or absence of such facts,
and no inference as to our actual knowledge of the existence or absence of such
facts should be drawn from this letter or our representation of the Additional
Registrants. Further, you are not to infer that we have independently verified
the accuracy of any representations or warranties of the Additional Registrants
to you or any information contained in any Certificate of Officer or Director,
of the







May 26, 2004
Armor Holdings, Inc.
Kane Kessler, P.C.
Page 4


Additional Registrants or the compliance by the Additional Registrants with any
covenant existing in any document.

         Based upon and subject to the foregoing and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that:

         1.    Each of the Additional Registrants is validly existing and in
               good standing under the law of the State of California.

         2.    Each of the Additional Registrants has all requisite power and
               authority under California law to own and operate its properties
               and carry on its business as now conducted and to perform its
               obligations under the Guarantees.

         3.    The execution and delivery of the Guarantees by each of of the
               Additional Registrants has been duly authorized by all requisite
               action on the part of each of the Additional Registrants.

         4.    When (a) the Indenture has been duly authorized, executed, and
               delivered by the Company and the Subsidiary Guarantor, (b) the
               Guarantee has been duly authorized, executed and delivered on
               behalf of each of the Additional Registrants and the related Debt
               Securities have been duly authenticated by the Trustee and duly
               executed and delivered on behalf of the Company against payment
               therefore in accordance with the terms and provisions of the
               Indenture and as contemplated by the Registration Statement, the
               Prospectus and the related Prospectus Supplement(s), and (c) the
               Registration Statement








May 26, 2004
Armor Holdings, Inc.
Kane Kessler, P.C.
Page 5


               and any required post-effective amendments thereto and any and
               all Prospectus Supplement(s) required by applicable laws have all
               become effective under the Securities Act, and assuming (i) that
               the terms of the Guarantee as executed and delivered are as
               described in the Registration Statement, the Prospectus and the
               related Prospectus Supplement(s), (ii) that the Guarantee as
               executed and delivered do not violate any law applicable to each
               of the Additional Registrants or result in a default under or
               breach of any agreement or instrument binding upon such each of
               the Additional Registrants, (iii) that the Guarantee as executed
               and delivered comply with all requirements and restrictions, if
               any, applicable to each of the Additional Registrants, whether
               imposed by any court or governmental or regulatory body having
               jurisdiction over each of the Additional Registrants, and (iv)
               that the Guarantee is then issued as contemplated in the
               Registration Statement, the Prospectus and the related Prospectus
               Supplement(s), the Guarantee will constitute the valid and
               binding obligation of each of the Additional Registrants.

         We are qualified to practice law in the State of California and do not
purport to be experts on, or to express any opinion herein concerning any law,
other than the laws of the State of California and the General Corporation Law
of the State of California.

         This opinion letter is limited to the specific legal matters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly







May 26, 2004
Armor Holdings, Inc.
Kane Kessler, P.C.
Page 6


stated herein. This letter speaks only as of the date hereof and is limited to
present statutes, regulations and administrative and judicial interpretations.
We consent to the inclusion of this opinion as an exhibit to the Kane Kessler,
P.C. opinion filed as an exhibit to the Amendment.


                                                   Very truly yours,


                                                   /s/ Richard G. Ritchie

                                                   Richard G. Ritchie
                                                   Inglis, Ledbetter & Gower LLP


RGR:yj









                                   EXHIBIT E



















                       LETTERHEAD OF LAWSON & WEITZEN LLP
                        88 BLACK FALCON AVENUE, SUITE 345
                          BOSTON, MASSACHUSETTS 02210






                                  May 26, 2004


Armor Holdings, Inc.
1400 Marsh Landing Parkway, Suite 112
Jacksonville, Florida 32250


Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019


         Re:      Registration Statement on Form S-3 of Armor Holdings, Inc.
                  ----------------------------------------------------------


Ladies and Gentlemen:

         We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), and Pro-Tech Armored Products of Massachusetts,
Inc. ("Pro-Tech"), one of the Subsidiary Guarantors listed on Exhibit A hereto
(the "Subsidiary Guarantors") in connection with the preparation of the
Registration Statement on Form S-3, File No. 333-113834 (the "Registration
Statement"), filed on behalf of the Company and the Subsidiary Guarantors with
the Securities and Exchange Commission (the "Commission") and Amendment No. 1
thereto filed on the date hereof (the "Amendment"). The Registration Statement
relates to the Company's offering of up to an aggregate of $500,000,000 of (i)
one or more series of debt securities (the "Debt Securities"), which may be
guaranteed (the "Guarantees") by the Subsidiary Guarantors, (ii) shares of
common stock of the Company, par value $0.01 per share (the "Common Stock"),
(iii) shares of preferred stock of the Company, par value $0.01 per share (the
"Preferred Stock"), (iv) warrants to purchase Debt Securities, Common Stock, or
Preferred Stock (the "Warrants"), or any combination of the foregoing
(collectively, the "Securities"). Any series of Debt Securities and Warrants may
be convertible and/or exchangeable for Common Stock, Preferred Stock, or another
series of Debt Securities. Any series of Preferred Stock may be convertible
and/or






Page 2
May 26, 2004


exchangeable for Common Stock or another series of Preferred Stock. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Prospectus, which is a part of the Registration Statement. The
guarantee by Pro-Tech with respect to the Debt Securities is referred to as the
"Guarantee."

         The Debt Securities will be issued pursuant to an Indenture between the
Company and Wachovia Bank, National Association, a national banking association
as trustee (the "Trustee"), and one or more supplements thereto (collectively,
the "Indenture"). The Warrants will be issued pursuant to one or more warrant
agreements (each, a "Warrant Agreement"), by and between the Company and a
warrant agent (each, a "Warrant Agent").

         In delivering this opinion letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
and relied upon (i) the Registration Statement in the form filed with the
Commission through the date hereof; (ii) the Articles of Organization, as
currently in effect, of Pro-Tech; (iii) the By-laws, as currently in effect, of
Pro-Tech; (iv) the Indenture; (v) Written Consent of the Board of Directors of
Pro-Tech dated May 19, 2004 relating to, among other things, the issuance of
Debt Securities and the filing of the Registration Statement and the Amendment;
(vi) Certificates of Legal Existence and Good Standing of Pro-Tech dated May 19,
2004 issued by the Secretary of the Commonwealth of Massachusetts (the
"Massachusetts Certificates"); and (vii) certain representations made to us by
Pro-Tech. We also have examined and relied upon such other documents, corporate
records, certificates, instruments and other information, as we have deemed
necessary or appropriate as a basis for the opinions set forth below.

         In our examination of such materials, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, the authenticity of the originals of such latter documents, and the
financial condition of Pro-Tech at all relevant times will be such as will
permit the authorization, execution and performance of the Guarantee under
applicable law. As to certain facts material to this opinion, we have relied
without independent verification upon oral or written statements and
representations of officers and other representatives of Pro-Tech, public
officials and others. In addition, we have also assumed that the transaction
related to the issuance of the Debt Securities will be consummated in accordance
with the terms of the documents and forms of documents described herein.

         Our opinion set forth below is further qualified to the extent that:

         1. We have not made any independent review of the laws of any
jurisdiction other than the laws of the United States of America and the
Commonwealth of






Page 3
May 26, 2004


Massachusetts. Accordingly, except as set forth below, we express no opinion
herein as to the effect of the law of any state or jurisdiction other than the
law of the United States of America and the Commonwealth of Massachusetts as
applied by the courts of the Commonwealth of Massachusetts (without giving
effect to rules regarding choice of law), as to which we have made such
investigation as we have deemed appropriate.

         2. We have undertaken no factual investigation in any regard except as
specifically provided herein. To the extent that our opinion relates to matters
as to which governmental agencies have issued certificates, these opinions speak
as of the respective dates of such certificates and opinions. Our opinion as to
the legal existence and corporate good standing of Pro-Tech is based solely on
the Massachusetts Certificates.

         3. This opinion is being given as of its date based upon the facts and
assumptions set forth herein and upon existing law and interpretations thereof
in effect on the date hereof, and no assurance can be given that there will not
be subsequent changes in such facts and assumptions, or in such law and
interpretations thereof, which may affect the conclusions set forth herein.

         4. This opinion is issued solely for the benefit of the addressees
hereof in connection with the Registration Statement and the Amendment, and may
not be published or communicated by you to any other person for any purpose
without our prior written approval and may not be relied upon by any other
person for any purpose or by you for any other purpose.

         Based upon and subject to the foregoing and the statements contained
herein, we are of the opinion that:

         1.    Pro-Tech is a corporation duly incorporated, validly existing and
               in good standing under the law of the Commonwealth of
               Massachusetts.

         2.    Pro-Tech has all requisite corporate power and corporate
               authority under Massachusetts law to own and operate its
               properties and carry on its business as now conducted and to
               perform its obligations under the Guarantee.

         3.    The execution and delivery of the Guarantee by Pro-Tech and the
               performance of Pro-Tech's obligations under the Guarantee have
               been duly authorized by all requisite corporate action on the
               part of Pro-Tech.

         4.    The Guarantee will be the valid and binding obligation of
               Pro-Tech entitled to the benefits of the Indenture.







Page 4
May 26, 2004


         We are qualified to practice law in the Commonwealth of Massachusetts
and do not purport to be experts on, or to express any opinion herein concerning
any law, other than the laws of the Commonwealth of Massachusetts and the
General Corporation Law of the State of Delaware.

         This opinion letter is limited to the specific legal maters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly stated herein. This letter speaks only as of the date
hereof and is limited to present statutes, regulations and administrative and
judicial interpretations. We consent to the inclusion of this opinion as an
exhibit to the Kane Kessler, P.C. opinion filed as an exhibit to the Amendment.




                                                  Very truly yours,
                                                  LAWSON & WEITZEN LLP


                                                  By: /s/ Patricia Farnsworth
                                                      -------------------------
                                                           A Partner








                                   EXHIBIT F













               LETTERHEAD OF PORTER, WRIGHT, MORRIS & ARTHUR LLP
                         ONE S. MAIN STREET, SUITE 1600
                            DAYTON, OHIO 45402-2028




                                  May 26, 2004


Armor Holdings, Inc.
1400 Marsh Landing Parkway
Suite 112
Jacksonville, FL  32250


Kane Kessler, P.C.
1350 Avenue of the Americas
New York, NY 10019-4896


         Re:      Registration Statement on Form S-3 of Armor Holdings, Inc.


Ladies and Gentlemen:

         We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3, File No. 333-113834 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities Act")
filed on March 23, 2004 on behalf of the Company and the subsidiary guarantors
named therein (the "Subsidiary Guarantors") with the Securities and Exchange
Commission (the "Commission") and Amendment No. 1 thereto filed on May 26, 2004
(the "Amendment"). You have provided us with a draft prospectus (the
"Prospectus") which is a part of the Registration Statement. The Prospectus
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each, a "Prospectus Supplement"). The Registration Statement
relates to the Company's offering of up to an aggregate of $500,000,000 of (i)
one or more series of debt securities (the "Debt Securities"), which may be
guaranteed by the Company's subsidiaries (the "Subsidiary Guarantors"), (ii)
shares of common stock of the Company, par value $0.01 per share (the "Common
Stock"), (iii) shares of preferred stock of the Company, par value $0.01 per
share (the "Preferred Stock"), (iv) warrants to purchase Debt Securities, Common
Stock, or Preferred Stock (the "Warrants"), or any combination of the foregoing
(collectively, the "Securities"), all as more fully described in the
Registration Statement and the Amendment. Any series of Debt Securities and
Warrants may be convertible and/or exchangeable for Common Stock, Preferred
Stock, or another series of Debt Securities. Any series of Preferred Stock may
be convertible and/or exchangeable for Common Stock or another series of
Preferred Stock. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Prospectus.







     Cincinatti o Cleveland o Columbus o Dayton o Naples, FL o Washington DC
                              www.porterwright.com






May 26, 2004
Page 2


         The Debt Securities will be issued pursuant to an indenture (the
"Indenture") to be entered into among the Company, the Subsidiary Guarantors and
Wachovia Bank, National Association, as trustee (the "Trustee"). The Warrants
will be issued pursuant to one or more warrant agreements (each, a "Warrant
Agreement"), by and between the Company and a warrant agent (each, a "Warrant
Agent"). The O'Gara Company, an Ohio corporation, is referred to as the "Ohio
Subsidiary Guarantor", and the guarantee by the Ohio Subsidiary Guarantor with
respect to the Securities is referred to as the "Guarantee". Our representation
of the Company in connection with the Registration Statement, the Amendment and
transactions referred to therein is limited to the matters addressed herein
relating to the Ohio Subsidiary Guarantor.

         In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement and the Amendment in the form to
be filed with the Commission on the date hereof; (ii) the certificate of
incorporation, as amended, of the Ohio Subsidiary Guarantor; (iii) the Code of
Regulations and all amendments thereto of the Ohio Subsidiary Guarantor; (iv)
the Indenture; (v) the certificate of the Secretary of the Ohio Subsidiary
Guarantor attesting to certain factual matters as to the governing documents,
directors and officers of the Ohio Subsidiary Guarantor; (vi) resolutions of the
Board of Directors of the Ohio Subsidiary Guarantor relating to, among other
things, the issuance of the Securities and the filing of the Registration
Statement and the Amendment; (vii) records of certain of the Ohio Subsidiary
Guarantor's corporate proceedings as reflected in its minute book and other
records and documents that we have deemed necessary for purposes of this
opinion; and (viii) the Certificate of the Secretary of State of the State of
Ohio, with respect to the Ohio Subsidiary Guarantor, dated May 20, 2004,
attesting to the continued corporate existence and good standing in Ohio, with
respect to the Ohio Subsidiary Guarantor, and upon which we have solely relied
in rendering the opinion set forth in Paragraph 1 below.

         In rendering the opinions set forth herein, we have examined the
originals, or copies certified to our satisfaction, of such other corporate
records of the Ohio Subsidiary Guarantor, certificates of public officials and
of officers of the Ohio Subsidiary Guarantor, and such agreements, instruments
and other documents, as we have deemed necessary as a basis for the opinions
expressed below. In rendering the opinion, we have also relied with your
permission upon the certificate(s) of an officer of the Ohio Subsidiary
Guarantor executed in favor of Kane Kessler, P.C., a copy of which is attached
hereto (the "Officer's Certificate"). In rendering the opinions set forth
herein, we have also relied upon the representations and warranties relating to
the Ohio Subsidiary Guarantor in the Indenture and upon the certificates and
other agreements, documents or certificates of the Ohio Subsidiary Guarantor
delivered pursuant to the Indenture, Registration Statement, the Amendment (the
"Documents") and this opinion letter.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, the authenticity
of the originals of such latter documents. We have also assumed, with your
permissions, that the financial condition of the Ohio Subsidiary Guarantor at
all relevant times will be such as will permit the authorization, execution and
performance of the Guarantee









May 26, 2004
Page 3


under applicable law. As to certain facts material to this opinion, we have
relied without independent verification upon oral or written statements and
representations of officers and other representatives of the Ohio Subsidiary
Guarantor, public officials and others. We have further assumed the completeness
and the conformity to the original documents of all documents submitted to us as
photostatic or facsimile copies, the authenticity of originals of such
documents, and the genuineness of the signatures appearing thereon. We have
further assumed that you have considered the applicability to the transactions
contemplated by the Documents of fraudulent transfer and conveyance laws, as to
which we express no opinion.

         In addition, we have assumed that (a) none of the Documents listed or
referred to above have been amended by oral or written agreement or by the
conduct of the respective parties thereto, (b) none of the information contained
in any of the Documents reviewed by us contains any untrue statement of a
material fact or omits a material fact necessary to make the statements
contained therein not misleading, and (c) no fraud exists with respect to any of
the matters relevant to the opinions hereinafter expressed; provided, however,
to the best of our knowledge we have no reason to believe that any of such
assumptions is incorrect.

       We note that the Indenture provides that it is governed by the law of the
State of New York. We have assumed, with your consent, that the law of the State
of Ohio is identical to the law of New York in all respects material to our
opinions expressed in paragraphs one through four below.

       Based upon the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that:

              1. The Ohio Subsidiary Guarantor is validly existing and in good
standing under the laws of the State of Ohio.

              2. The Ohio Subsidiary Guarantor has all requisite corporate power
and corporate authority under Ohio law to own and operate its properties and
carry on its business as now conducted and to perform its obligations under the
Guarantee.

              3. The execution and delivery of the Guarantee by the Ohio
Subsidiary Guarantor and the performance of the Ohio Subsidiary Guarantor's
obligations under the Guarantee have been duly authorized by all requisite
corporate action on the part of the Ohio Subsidiary Guarantor.

              4. When (a) the Indenture has been duly authorized, executed, and
delivered by the Company and the Ohio Subsidiary Guarantor, (b) the Guarantee
has been duly authorized, executed and delivered on behalf of the Ohio
Subsidiary Guarantor and the related Debt Securities have been duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefore in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (c) the Registration Statement and
any required post-effective







May 26, 2004
Page 4


amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and assuming
(i) that the terms of the Guarantee as executed and delivered are as described
in the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (ii) that the Guarantee as executed and delivered des not violate
any law applicable to the Ohio Subsidiary Guarantor or result in a default under
or breach of any agreement or instrument binding upon the Ohio Subsidiary
Guarantor, (iii) that the Guarantee as executed and delivered complies with all
requirements and restrictions, if any, applicable to the Ohio Subsidiary
Guarantor, whether imposed by any court or governmental or regulatory body
having jurisdiction over the Ohio Subsidiary Guarantor, and (iv) that the
Guarantee is then issued as contemplated in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), the Guarantee will
constitute the valid and binding obligation of the Ohio Subsidiary Guarantor.

         The opinions set forth herein are subject to the following additional
qualifications, assumptions and exceptions:

         (a)   the effect of bankruptcy, insolvency, reorganization, moratorium
               or other similar laws now or hereafter in effect relating to
               creditors' rights generally;

         (b)   that the remedy of specific performance and injunctive and other
               forms of equitable relief may be subject to general principles of
               equity (regardless of whether such enforceability is considered
               in a proceeding in equity or at law);

         (c)   provisions of the Documents may be unenforceable where (i) the
               breach of such provisions imposes restrictions or burdens upon
               the obligees, and it cannot be demonstrated that the enforcement
               of such restrictions or burdens is reasonably necessary for the
               protection of the obligee, (ii) the obligee's enforcement of such
               provisions under the circumstances would violate the obligee's
               implied covenant of good faith and fair dealing, or (iii) the
               breach of such provision is not a material breach of a material
               covenant or provision;

         (d)   the effect of statutes and rules of law which cannot be waived
               prospectively by an obligor;

         (e)   The enforceability of: (a) self-help provisions (including
               provisions granting a power of attorney or provisions authorizing
               the use of force or a breach of peace in enforcing rights or
               remedies), (b) provisions relating to the collection of attorney
               fees or costs incurred by another party to enforce any
               contractual obligation, (c) provisions which purport to establish
               evidentiary standards, (d) provisions relating to waivers of
               rights or remedies (or the delay or omission of enforcement
               thereof), disclaimers,





May 26, 2004
Page 5


               liability limitations or indemnifications, provisions, releases
               of legal or equitable rights (including the right to a jury
               trial), submission to the jurisdiction and venue of a court,
               liquidated damages (including provisions which may operate as a
               penalty) or the creation of rights and remedies not permitted
               under applicable law or contrary to public policy or (e)
               provisions which purport to prohibit, restrict or limit the
               ability of a person to transfer rights or interests in property;

         (f)   "knowledge" as used herein means the current actual knowledge of
               those lawyers in this firm engaged in the substantive
               representation with respect to the transaction to which this
               opinion relates including Barbara A. Duncombe, Esq., William J.
               Kelly, Jr., Esq. and Charles Y. Kidwell, Jr., Esq.

         (g)   We express no opinion as to any matter that would require a
               financial, mathematical or accounting calculation or
               determination.

         We are qualified to practice law in the State of Ohio and do not
purport to be experts on, or to express any opinion herein concerning any law,
other than the laws of the State of Ohio, and the federal laws of the United
States of America, and the opinions rendered herein are limited to such laws of
the State of Ohio, and the federal laws of the United States of America which,
based upon our experience, are generally applicable to transactions of the type
set forth in the Documents. We express no opinion as to any federal or state
securities laws or any local laws.

         This opinion is rendered solely for your benefit for purposes and use
in connection with the Registration Statement and the Amendment and may not be
relied upon by any other person or entity other than Armor Holdings, Inc. and
Kane Kessler, P.C. This opinion is provided to you as of the date hereof solely
for the purposes of complying with your requirements in connection with the
Registration Statement and the Amendment. We consent to the inclusion of this
opinion as an exhibit to the Kane Kessler, P.C. opinion to be filed as an
exhibit to the Amendment. This opinion may not be quoted in whole or in part or
otherwise referred to in any report or document furnished to any person or
entity other than as an exhibit to the Kane Kessler, P.C. opinion to be filed as
an exhibit to the Amendment without our prior written consent. This opinion is
limited to the matters expressly set forth herein, and no opinion is to be
implied or may be inferred beyond the matters expressly so stated. We disclaim
any requirement to update this opinion subsequent to the date hereof or to
advise you of any change in any matter set forth herein.

                                        Very truly yours,

                                        /s/ PORTER, WRIGHT, MORRIS & ARTHUR, LLP













                                   EXHIBIT G












                      LETTERHEAD OF SNELL & WILMER L.L.P.
                               ONE ARIZONA CENTER
                          PHOENIX, ARIZONA 85004-2202




                                  May 26, 2004


Armor Holdings, Inc.
1400 Marsh Landing Parkway
Suite 112
Jacksonville, Florida 32250

Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019

Ladies and Gentlemen:

         We have acted as special counsel to Armor Holdings, Inc., a Delaware
corporation (the "Company"), with regard to aspects of Arizona law related to
the Company's subsidiaries listed on attached Exhibit A (the "Arizona Subsidiary
Guarantors"), in connection with their guarantees (the "Guarantees") of certain
debt securities of the Company (the "Debt Securities") proposed to be issued
pursuant to the terms and conditions set forth in the form of indenture (the
"Indenture") to be filed as an exhibit to Amendment No. 1 (the "Amendment") to
the Company's registration statement on Form S-3, File No. 333-113834, in
connection with the registration of the sale and issuance of the Debt Securities
and other securities of the Company in the aggregate principal amount of up to
$500,000,000 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act").

         In rendering this opinion, we have examined the following documents:

         i. a draft of the form of Indenture, which includes the Guarantees;

         ii. the Registration Statement and a draft of the Amendment;

         iii. the articles of incorporation of each Arizona Subsidiary Guarantor
as currently in effect;

         iv. the bylaws of each Arizona Subsidiary Guarantor as currently in
effect;

         v. the certificates of officers of the Company and Arizona Subsidiary
Guarantors attached as Exhibits B and C;

         vi. signed unanimous written consents of the board of directors of each
Arizona Subsidiary Guarantor relating to, among other things, the Guarantees and
the filing of the Registration Statement and the Amendment (collectively, the
"Transactions");

         vii. records of certain of the Arizona Subsidiary Guarantors' corporate
proceedings as reflected in their respective minute books and other records and
documents that we have deemed necessary for purposes of rendering this opinion;
and



Page 2

         viii. such other documents, corporate records, certificates,
instruments and other information, as we have deemed necessary or appropriate as
a basis for the opinions set forth below.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, the authenticity
of the originals of such latter documents, that all documents accurately
describe and contain the mutual understanding of the parties, that there are no
oral or written statements or agreements that modify, amend, or vary or purport
to modify, amend, or vary, any of the terms of such documents, that the Company
and the Arizona Subsidiary Guarantors own all properties, assets and rights
purported to be owned by each of them respectively, the financial condition of
the Arizona Subsidiary Guarantors at all relevant times will be such as will
permit the authorization, execution, delivery and performance of the Guarantees
under applicable law, and that the application of Arizona law will not be
contrary to a fundamental policy of the laws of any other state with which the
parties may have contact in connection with the Transactions and the related
agreements. We have further assumed that each Arizona Subsidiary Guarantor has
paid all income taxes, fines, jeopardy or fraud assessments and interest due
from it and payable to the State of Arizona. As to certain facts material to
this opinion, we have relied without independent verification upon oral or
written statements and representations of officers and other representatives of
the Arizona Subsidiary Guarantors, public officials and others.

         Based upon the foregoing and subject to the limitations expressed
herein, we are of the opinion that:



               1.   Each Arizona Subsidiary Guarantor is a corporation, validly
                    existing and in good standing under the laws of the State of
                    Arizona.

               2.   Each Arizona Subsidiary Guarantor has the requisite
                    corporate power and corporate authority under Arizona law to
                    own and operate its properties and carry on its business as,
                    to our knowledge, such business is now conducted and to
                    perform its obligations under the Guarantees.

               3.   The execution and delivery of the Guarantees by each Arizona
                    Subsidiary Guarantor and the performance of its obligations
                    under the Guarantees have been duly authorized by all
                    requisite corporate action on the part of such Arizona
                    Subsidiary Guarantor.

               4.   When (a) the Indenture has been duly authorized, executed,
                    and delivered by the Company and each of the Arizona
                    Subsidiary Guarantors, (b) the Guarantees have been duly
                    authorized, executed and delivered on behalf of each of the
                    Arizona Subsidiary Guarantors and the related Debt
                    Securities have been duly authenticated by Wachovia Bank,
                    National Association, a national banking association, as
                    trustee, and duly executed and delivered on behalf of the
                    Company against payment therefor in accordance with the
                    terms and provisions of the Indenture and as contemplated by
                    the Registration Statement, the prospectus filed with the
                    Amendment (the "Prospectus") and the related prospectus
                    supplement(s) (the "Prospectus Supplement(s)"), and (c) the
                    Registration Statement and any required post-effective
                    amendments thereto and



Page 3

                    any and all related Prospectus Supplement(s) required by
                    applicable laws have all become effective under the
                    Securities Act, and assuming (i) the terms of the Guarantees
                    as executed and delivered are the same as the drafts
                    reviewed by us and as described in the Registration
                    Statement, the Prospectus and the related Prospectus
                    Supplement(s), (ii) the Guarantees as executed and delivered
                    do not violate any law applicable to each Arizona Subsidiary
                    Guarantor or result in a default under or breach of any
                    agreement or instrument binding upon each such Arizona
                    Subsidiary Guarantor, (iii) the Guarantees as executed and
                    delivered comply with all requirements and restrictions, if
                    any, applicable to each Arizona Subsidiary Guarantor,
                    whether imposed by any court or governmental or regulatory
                    body having jurisdiction over the Arizona Subsidiary
                    Guarantor, and (iv) the Guarantees are then issued as
                    contemplated in the Registration Statement, the Prospectus
                    and the related Prospectus Supplement(s), then:

                               (A) the execution and delivery of the Guarantees
                               by each Arizona Subsidiary Guarantor and the
                               performance of each Arizona Subsidiary Guarantor
                               pursuant to the Guarantees will have been duly
                               authorized by all requisite corporate action on
                               the part of each Arizona Subsidiary Guarantor;
                               and

                               (B) the Guarantees will constitute the valid and
                               binding obligation of each Arizona Subsidiary
                               Guarantor.


         The opinions set forth above are subject to the following
qualifications and limitations:

             a. the enforceability of the Guarantees may be subject to or
limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or
other similar laws relating to or affecting the rights of creditors generally;

             b. the enforceability of the Guarantees is subject to general
principles of equity;

             c. the enforceability of the Guarantees is further subject to the
qualification that certain waivers, procedures, remedies, and other provisions
of the related agreements may be unenforceable under or limited by the laws of
the State of Arizona;

             d. the enforceability of the Guarantees under the laws of the State
of Arizona may be limited by issues of usury, which we have not considered and
we exclude from the scope of our opinion;

             e. in our examination of official records, we have been made aware
of the fact that the following Arizona Subsidiary Guarantors have commenced
dissolution proceedings: AI Capital Corp., CCEC Capital Corp., and SAI Capital
Corp.;



Page 3

             f. in our examination of official records, we have been made aware
of the fact that ASD Capital Corp. and Simula Transportation Equipment
Corporation are not in good standing and have commenced dissolution proceedings,
and we express no opinion with respect to these entities.

             g. As used herein, the phrase "to our knowledge" or any similar
statement means in the actual knowledge of the Snell & Wilmer L.L.P. lawyers
actively involved in rendering this opinion or actively involved within the last
three months in providing legal services to the Company.

         We are qualified to practice law in the State of Arizona and do not
purport to be experts on, or to express any opinion herein concerning any law,
other than the laws of the State of Arizona. The Indenture states that it is to
be governed by the laws of the State of New York. We are not familiar with these
laws and render no opinion about them. For purposes of our opinion, we have
assumed with your consent that the Transactions and related agreements will be
governed by the laws of the State of Arizona, notwithstanding their express
terms. We express no opinion about which law will actually govern the
Transactions and related agreements.

         This opinion letter is limited to the specific legal matters expressly
set forth herein, and no opinion is expressed or implied with respect to any
matter not expressly stated herein. The opinions expressed in this letter speak
only as of the date hereof and are based upon the law in effect on the date
hereof, and we assume no obligation to revise or supplement this opinion should
such law be changed by legislative action, judicial decision, or otherwise.

         This opinion is being furnished to you solely for your benefit and only
with respect to the Guarantees. Accordingly, it may not be used, circulated,
relied upon by or quoted to any person or entity without, in each instance, our
prior written consent. We consent to the inclusion of this opinion as an exhibit
to the Kane Kessler, P.C. opinion filed as an exhibit to the Amendment.



                                                     Very truly yours,

                                                     /s/ Snell & Wilmer L.L.P.

Enclosure




                                    EXHIBIT A

                          ARIZONA SUBSIDIARY GUARANTORS


1. AI Capital Corp.
2. CCEC Capital Corp.
3. International Center for Safety Education, Inc.
4. SAI Capital Corp.
5. Simula, Inc.
6. Simula Aerospace & Defense Group, Inc.
7. Simula Polymers Systems, Inc.
8. Simula Technologies, Inc.

EX-12.1

         STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                 --------------------------------------------------------------------------------------------------
                                                                                                            FOR THE THREE MONTHS
                                                      FOR THE YEAR ENDED DECEMBER 31,                         ENDED MARCH 31,
                                 --------------------------------------------------------------------------------------------------
                                      1999          2000           2001            2002          2003               2004
                                 --------------------------------------------------------------------------------------------------

Income from continuing
     operations before provision
     for income taxes                $15,800      $  18,087        $22,891         $37,391      $31,209                 $20,805
Fixed charges:
      Interest expense and
       amortization of debt
       discount and premium on
       all indebtedness                  310          2,214          4,201           1,690        4,892                   2,069
     Interest factor on rental
       expense                           384            508            709           1,005          946                     296
                                 --------------------------------------------------------------------------------------------------
Total fixed charges                      694          2,722          4,910           2,695        5,838                   2,365
                                 --------------------------------------------------------------------------------------------------
Income from continuing
    operations before provision
    for income taxes, plus total
    fixed charges                    $16,494        $20,809        $27,801         $40,086      $37,047                 $23,170
                                 --------------------------------------------------------------------------------------------------
Ratio of earnings to fixed
    charges                             23.8            7.6            5.7            14.9          6.3                     9.8
                                 ==================================================================================================

EX-23.1

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We hereby consent to the incorporation by reference in this Amendment No. 1 to
the Registration Statement on Form S-3 of Armor Holdings, Inc. of our report
dated February 20, 2004, except as to Notes 12 and 20, for which the date is
April 19, 2004, relating to the consolidated financial statements, which appear
in Armor Holdings Inc.'s Annual Report on Form 10-K/A for the year ended
December 31, 2003. We also consent to the references to us under the headings
"Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
May 25, 2004

EX-23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of Armor Holdings, Inc. on Amendment No. 1 to Form S-3 of our report dated
March 21, 2003, except for Notes 7 and 8, as to which the dates are March 25,
2003 and April 9, 2003, respectively (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to Simula, Inc.'s ability
to continue as a going concern as described in Note 1), appearing in the Annual
Report on Form 10-K of Simula, Inc. for the year ended December 31, 2002.


/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona

May 21, 2004

EX-25.1

                                                                    Exhibit 25.1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM T-1

       STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                       WACHOVIA BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                   22-1147033
                      (I.R.S. Employer Identification No.)

               301 SOUTH COLLEGE STREET, CHARLOTTE, NORTH CAROLINA
                    (Address of principal executive offices)

                                   28288-0630
                                   (Zip Code)

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                           ONE PENN PLAZA, SUITE 1414
                            NEW YORK, NEW YORK 10119
                    ATTENTION: CORPORATE TRUST ADMINISTRATION
                                 (212) 273-7012
            (Name, address and telephone number of agent for service)


                              ARMOR HOLDINGS, INC.
               (Exact name of obligor as specified in its charter)



                                    Delaware
         (State or other jurisdiction of incorporation or organization)


                                   59-3392443
                      (I.R.S. Employer Identification No.)

- --------------------------------------------------------------------------------
911EP, Inc.                                     Delaware             13-4213473
- --------------------------------------------------------------------------------
AHI Bulletproof Acquisition Corp.               Delaware             05-0592796
- --------------------------------------------------------------------------------
AHI Properties I, Inc.                          Delaware             01-0718252
- --------------------------------------------------------------------------------
AI Capital Corp.                                Arizona              86-0768865
- --------------------------------------------------------------------------------
Armor Brands, Inc.                              Delaware             80-0051043
- --------------------------------------------------------------------------------
ArmorGroup Services, LLC                        Delaware             52-2295786
- --------------------------------------------------------------------------------
Armor Holdings Forensics, L.L.C.                Delaware             59-3678749
- --------------------------------------------------------------------------------
Armor Holdings GP, LLC                          Delaware             59-3678751
- --------------------------------------------------------------------------------
Armor Holdings LP, LLC                          Delaware             59-3678750
- --------------------------------------------------------------------------------

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





- --------------------------------------------------------------------------------
Armor Holdings Mobile Security, L.L.C.          Delaware             59-3753134
- --------------------------------------------------------------------------------
Armor Holdings Payroll Services, LLC            Delaware             42-1563404
- --------------------------------------------------------------------------------
Armor Holdings Products, L.L.C.                 Delaware             59-2044869
- --------------------------------------------------------------------------------
Armor Holdings Properties, Inc.                 Delaware             59-3410197
- --------------------------------------------------------------------------------
Armor Safety Products Company                   Delaware             43-1960312
- --------------------------------------------------------------------------------
ASD Capital Corp.                               Arizona              86-0789385
- --------------------------------------------------------------------------------
B-Square, Inc.                                   Texas               75-2508507
- --------------------------------------------------------------------------------
Break-Free Armor Corp.                          Delaware             05-0592799
- --------------------------------------------------------------------------------
Break-Free, Inc.                                Delaware             33-0367696
- --------------------------------------------------------------------------------
Casco International, Inc.                    New Hampshire           02-0361726
- --------------------------------------------------------------------------------
CCEC Capital Corp.                              Arizona              86-0763929
- --------------------------------------------------------------------------------
CDR International, Inc.                         Delaware             56-2010802
- --------------------------------------------------------------------------------
Defense Technology Corporation of               Delaware             83-0318312
America
- --------------------------------------------------------------------------------
Hatch Imports, Inc.                            California            95-2497492
- --------------------------------------------------------------------------------
Identicator, Inc.                               Delaware             59-3756251
- --------------------------------------------------------------------------------
International Center for Safety                 Arizona              86-0787589
Education, Inc.
- --------------------------------------------------------------------------------
Monadnock Lifetime Products, Inc.               Delaware             02-0528875
- --------------------------------------------------------------------------------
Monadnock Lifetime Products, Inc.            New Hampshire           02-0303656
- --------------------------------------------------------------------------------
Monadnock Police Training Council, Inc.      New Hampshire           02-0423584
- --------------------------------------------------------------------------------
NAP Properties, Ltd.                           California            95-4230863
- --------------------------------------------------------------------------------
NAP Property Managers, LLC                     California            33-0755818
- --------------------------------------------------------------------------------
Network Audit Systems, Inc.                     Delaware             16-1558713
- --------------------------------------------------------------------------------
New Technologies Armor, Inc.                    Delaware             93-1221356
- --------------------------------------------------------------------------------
ODV Holdings Corp.                              Delaware             81-0644583
- --------------------------------------------------------------------------------
O'Gara-Hess & Eisenhardt Armoring               Delaware             31-1258139
Company, L.L.C.
- --------------------------------------------------------------------------------
Pro-Tech Armored Products of                 Massachusetts           04-2989918
Massachusetts, Inc.
- --------------------------------------------------------------------------------
Ramtech Development Corp.                       Delaware             05-0592801
- --------------------------------------------------------------------------------
Safari Land Ltd., Inc.                         California            95-2291390
- --------------------------------------------------------------------------------
Safariland Government Sales, Inc.              California            33-0798807
- --------------------------------------------------------------------------------
SAI Capital Corp.                               Arizona              86-0772587
- --------------------------------------------------------------------------------
Simula Aerospace & Defense Group, Inc.          Arizona              86-0742551
- --------------------------------------------------------------------------------
Simula, Inc.                                    Arizona              86-0320129
- --------------------------------------------------------------------------------
Simula Polymers Systems, Inc.                   Arizona              86-0979231
- --------------------------------------------------------------------------------
Simula Technologies, Inc.                       Arizona              86-0842935
- --------------------------------------------------------------------------------
Simula Transportation Equipment                 Arizona              86-0742552
Corporation
- --------------------------------------------------------------------------------
Speedfeed Acquisition Corp.                     Delaware             03-0419829
- --------------------------------------------------------------------------------
The O'Gara Company                                Ohio               31-1726886
- --------------------------------------------------------------------------------









                      1400 Marsh Landing Parkway, Suite 112
                              Jacksonville, Florida
                    (Address of principal executive offices)


                                      32250
                                   (Zip Code)




                                 Debt Securities
                         (TITLE OF INDENTURE SECURITIES)


















1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH IT IS
   SUBJECT:
   Comptroller of the Currency
   United States Department of the Treasury
   Washington, D.C.  20219

   Federal Reserve Bank
   Richmond, Virginia 23219

   Federal Deposit Insurance Corporation
   Washington, D.C.  20429

B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

   Yes.


2. AFFILIATIONS WITH OBLIGOR.

   IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
   AFFILIATION.

   None.


16.   LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).


1.       Copy of Articles of Association of the trustee as now in effect.
         (Previously filed with the Securities and Exchange Commission on March
         16, 1998 as an Exhibit to Form T-1 in connection with Registration
         Statement Number 333-47985.)

2.       Copy of the Certificate of the Comptroller of the Currency dated March
         4, 1998, evidencing the authority of the trustee to transact business.
         (Previously filed with the Securities and Exchange Commission on July
         15, 1998 as an Exhibit to Form T-1 in connection with Registration
         Statement Number 333-59145.)

3.       Copy of the Certification of Fiduciary Powers of the trustee by the
         Office of the Comptroller of the Currency dated April 7, 1999.
         (Previously filed with the Securities and Exchange Commission on May
         20, 1999 in connection with Registration Statement Number 333-78927.)


4.       Copy of existing by-laws of the trustee.(Previously filed with the
         Securities and Exchange Commission on April 30, 2001 in connection with
         Registration Statement Number 333-59848.)

6.       Consent of the trustee required by Section 321(b) of the Act.
         (Previously filed with the Securities







         and Exchange Commission on April 30, 2001 in connection with
         Registration Statement Number 333-59848.)

7.       Copy of latest report of condition of the trustee published pursuant to
         the requirements of its supervising authority. (Filed herewith.)




                                      NOTE

         The trustee disclaims responsibility for the accuracy or completeness
of information contained in this Statement of Eligibility not known to the
trustee and not obtainable by it through reasonable investigation and as to
which information it has obtained from the obligor and has had to rely or will
obtain from the principal underwriters and will have to rely.








                                    SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee,
Wachovia Bank, National Association, a national banking association organized
and existing under the laws of the United States of America, has duly caused
this Statement of Eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York and State of New York, on
the 19th day of May, 2004.



                                                  WACHOVIA BANK, NATIONAL
                                                  ASSOCIATION



                                                  By: /S/ STEPHANIE MOORE
                                                     --------------------------
                                                     Name: STEPHANIE MOORE
                                                     Title: VICE PRESIDENT








REPORT OF CONDITION                                                    EXHIBIT 7


                       WACHOVIA BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2003



Consolidating domestic and foreign subsidiaries of the First Union National
Bank, Charlotte, North Carolina, at the close of business on December 31, 2000
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 22693 Comptroller of the
Currency.


STATEMENT OF RESOURCES AND LIABILITIES




ASSETS                                                                                               Thousand of Dollars
                                                                                                     -------------------
Cash and balance due from depository institutions:
     Noninterest-bearing balances and currency and coin...................................               12,097,000
     Interest-bearing balances............................................................                  700,000
Securities................................................................................                 ////////
     Held-to-maturity securities (from Schedule RC-B, column A)...........................                        0
     Available-for-sale securities (from schedule RC-B, column D).........................               97,451,000
Federal funds sold and securities purchased under agreements to resell....................                        0
Federal funds sold in domestic offices....................................................                  464,000
Securities purchased under agreements to resell...........................................                4,667,000
Loans and lease financing receivables (from Schedule RC-C):
     Loan and leases held for sale........................................................               13,152,000
     Loan and leases, net of unearned income..............................................              162,784,000
     LESS: Allowance for loan and lease losses............................................                2,434,000
     LESS: Allocated transfer risk reserve................................................                        0
     Loans and leases, net of unearned income and allowance (item.4.b misus 4.c)..........              160,350,000
Trading assets (from Schedule RC-D).......................................................               24,824,000
Premises and fixed assets (including capitalized leases)..................................                3,748,000
Other real estate owned (from Schedule RC-M)..............................................                  142,000
Investment in unconsolidated subsidiaries and associated companies (from Schedule RC-M)...                  866,000
Customer's liability to this bank on acceptances outstanding..............................                  854,000
Intangible assets.........................................................................
     Goodwill.............................................................................                9,538,000
Other intangible assets (from Schedule RC-M)..............................................                1,537,000
Other assets (from Schedule RC-F).........................................................               23,151,000

                                    TOTAL ASSETS..........................................              353,541,000





                                       1




LIABILITIES





Deposits:
     In domestic offices..................................................................                 211,576,000
       Noninterest-bearing................................................................                  14,797,000
       Interest-bearing...................................................................                 196,779,000
     In foreign  offices,  Edge and  Agreement  subsidiaries,  and IBFs (from  Schedule
     RC-E,  partII).......................................................................                  14,252,000
       Noninterest-bearing................................................................                      49,000
       Interest-bearing...................................................................                  14,203,000
Federal funds purchased in domestic offices(2)............................................                   4,363,000
Securities sold under agreements to repurchase(3).........................................                  24,808,000
Trading liabilities(from Schedule RC-D)...................................................                  15,073,000
Other borrowed  money  (includes  mortgage  indebtedness  and  obligations  under
   Capitalized leases)(from Schedule RC-M)................................................                  29,254,000
Bank's liability on acceptances executed and outstanding..................................                     876,000
Subordinated notes and debentures.........................................................                   8,549,000
Other liabilities.........................................................................                  12,100,000
TOTAL LIABILITIES.........................................................................                 320,851,000
Minority Interest in consolidated subsidiaries............................................                   2,301,000

EQUITY CAPITAL

Perpetual preferred stock and related surplus...........................................                             0
Common Stock..............................................................................                     455,000
Surplus...................................................................................                  24,216,000
Retained Earnings.........................................................................                   4,415,000
Accumulated other comprehensive income....................................................                   1,303,000
Other Equity Capital components...........................................................                           0
Total equity capital (sum of item 23 through 27)..........................................                  30,389,000
Total liabilities and equity capital (sum of items 21,22, and 28..........................                 353,541,000





                                       2