Exhibit 10.28

                              SOLVENCY CERTIFICATE


         Smith & Wesson Holding Corporation, a Nevada corporation having a chief
executive principal place of business at 14500 Northsight, Suite 221,
Scottsdale, Arizona (the "Borrower"), does hereby certify that the person
executing this Certificate is the chief financial officer of the Borrower and is
duly authorized to execute this Certificate on behalf of the Borrower. This
Certificate is being delivered pursuant to a Loan and Security Agreement of even
date herewith (the "Loan Agreement") and executed by and between the Borrower
and Banknorth, N.A., a national banking association with a usual place of
business at 1441 Main Street, Springfield, Massachusetts (the "Lender"). All
capitalized terms used, which are not otherwise defined herein, shall have the
meanings attributed to such terms in the Loan Agreement.

         The Borrower further certifies that the person executing this
Certificate has carefully reviewed the Loan Documents and the contents of this
Certificate and in connection with the execution and delivery hereof, has made
such investigation and inquiries as the Borrower deems necessary and prudent.

         The Borrower further certifies that the financial information,
assumptions and valuation techniques which underlie and form the basis of the
representations made in this Certificate were reasonable when made and were made
in good faith and continue to be reasonable as of the date hereof.

         The Borrower understands that the Lender shall rely on the
representations contained in this Certificate in connection with the
transactions (as hereinafter defined) contemplated by the Loan Documents.

         The Borrower hereby further certifies that:

         1. The financial statements for fiscal year end 2001 and the pro forma
balance sheet, operating statement and statement of cash flow through April 30,
2006, which have been provided to the Lender from the Borrower (the "Financial
Statements"), give effect to the funding of the Loan and the consummation of all
other transactions contemplated by the Loan Documents (all of the foregoing
collectively being referred to as the "Transactions"), and the payment of all
fees and expenses in connection therewith. The assumptions made in preparing the
Financial Statements are reasonable as of the date hereof. The Financial
Statements provide reasonable estimations of future performance, subject to the
uncertainty and approximation


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inherent in any projections. The financial statements fairly present the
Contingent Liabilities (as defined below) as of the date hereof.

         2. On the date hereof, after giving effect to the Transactions and the
payment of the fees and expenses in connection therewith, the undersigned in
good faith, after due inquiry, represents and warrants that:

                  (a) the fair market going concern value of all of the assets
of the Borrower is greater than the total amount of the liabilities, including
contingent, subordinated, absolute, fixed, matured and unmatured and liquidated
or unliquidated liabilities, of the Borrower;

                  (b) the present fair market going concern value of the assets
of the Borrower is sufficient to pay the probable liability of the Borrower on
its existing debts as such debts become absolute and matured;

                  (c) the Borrower is presently able to pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the
normal course of business; and

                  (d) the Borrower is not engaged, or about to engage, in
business or transactions for which it has unreasonably small capital.

         3. The Borrower does not intend to, or believe that it will, incur
debts or liabilities that will be beyond its ability to pay the same as they
mature.

         4. In consummating the Transactions, the Borrower does not intend to
hinder, delay or defraud either present or future creditors or any other Person
to which it is or will become indebted on or after the date hereof.

         5. In reaching the conclusions set forth in this Certificate, the
Borrower has considered among other things:

                  (a) the cash and other current assets of the Borrower
reflected in the pro forma Balance Sheets;

                  (b) all contingent liabilities of the Borrower, including,
without limitation, claims arising out of pending or threatened litigation
against the Borrower, and in so doing, the


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undersigned has computed the amount of such liabilities as the amount which, in
light of all the facts and circumstances existing on the date hereof, represents
the amount that reasonably can be expected to become an actual or mature
liability (the "Contingent Liabilities");

                  (c) the Financial Statements; and

                  (d) such other financial, statistical and other data as the
chief financial officer has determined necessary for the purposes of this
Certificate.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate the
___ day of March 2002.

                                         SMITH & WESSON HOLDING
                                         CORPORATION

______________________________        BY:
Witness                                  Its duly authorized


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