ARMOR HOLDINGS, INC.
        2.00% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE NOVEMBER 1, 2024

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

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                                October 26, 2004

Goldman, Sachs & Co.
   As representatives of the several Underwriters
   named in Schedule I hereto,
85 Broad Street
New York, New York 10004.

Ladies and Gentlemen:

         Armor Holdings, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
$300,000,000 principal amount of 2.00% Senior Subordinated Convertible Notes due
November 1, 2024 (the "Firm Securities") convertible into shares of Common
Stock, par value $0.01 per share ("Stock"), of the Company, and, at the election
of Goldman, Sachs & Co., to sell to Goldman, Sachs & Co. up to an aggregate of
$45,000,000 additional aggregate principal amount of 2.00% Senior Subordinated
Convertible Notes due November 1, 2024 (the "Optional Securities") (the Firm
Securities and the Optional Securities that Goldman, Sachs & Co. elects to
purchase pursuant to Section 2 hereof are herein collectively called the
"Securities"). The Securities will be unconditionally guaranteed as to the
payment of principal and interest, jointly and severally, by the subsidiaries of
the company listed on Schedule II hereto (such subsidiaries, the "Subsidiary
Guarantors", and such guarantees, the "Subsidiary Guarantees").

         1. Each of the Company and the Subsidiary Guarantors, jointly and
severally, represents and warrants to, and agrees with, each of the Underwriters
that:

                   (a) A registration statement on Form S-3 (File No.
         333-113834) (the "Initial Registration Statement") in respect of the
         Securities (including the related Subsidiary Guarantees) and the shares
         of the Stock issuable upon conversion thereof has been filed with the
         Securities and Exchange Commission (the "Commission"); the Initial
         Registration Statement and any post-effective amendment thereto, each
         in the form heretofore delivered to you, and, excluding exhibits to the
         Initial Registration Statement but including all documents incorporated
         by reference in the prospectus included therein, have been declared
         effective by the Commission in such form; other than a registration
         statement, if any, increasing the size of the offering (a "Rule 462(b)
         Registration Statement"), filed pursuant to Rule 462(b) under the
         Securities Act of 1933, as amended (the "Act"), which became effective
         upon filing, no other document with respect to the Initial Registration
         Statement or document incorporated by reference therein has heretofore
         been filed or transmitted for filing with the Commission (other than
         prospectuses filed pursuant to Rule 424(b) of the rules and regulations
         of the Commission under the Act, each in the form heretofore delivered
         to you); and no stop order suspending the effectiveness of the Initial
         Registration Statement, any post-effective



         amendment thereto or the Rule 462(b) Registration Statement, if any,
         has been issued and no proceeding for that purpose has been initiated
         or threatened by the Commission (any preliminary prospectus included in
         the Initial Registration Statement or filed with the Commission
         pursuant to Rule 424(a) or (b) under the Act, including any preliminary
         prospectus supplement, is hereinafter called a "Preliminary
         Prospectus"; the various parts of the Initial Registration Statement
         and the Rule 462(b) Registration Statement, if any, including all
         exhibits thereto, but excluding Form T-1, and including the documents
         incorporated by reference in the prospectus contained in the Initial
         Registration Statement at the time such part of the Initial
         Registration Statement became effective, each as amended at the time
         such part of the Initial Registration Statement became effective or
         such part of the Rule 462(b) Registration Statement, if any, became or
         hereafter becomes, effective, are hereinafter collectively called the
         "Registration Statement"; the prospectus relating to the Securities, in
         the form in which it has most recently been filed, or transmitted for
         filing, with the Commission, including any prospectus supplement, on or
         prior to the date of this Agreement, is hereinafter called the
         "Prospectus"; any reference herein to any Preliminary Prospectus or the
         Prospectus shall be deemed to refer to and include the documents
         incorporated by reference therein pursuant to Item 12 of Form S-3 under
         the Act, as of the date of such Preliminary Prospectus or Prospectus,
         as the case may be; any reference to any amendment or supplement to any
         Preliminary Prospectus or the Prospectus shall be deemed to refer to
         and include any documents filed after the date of such Preliminary
         Prospectus or Prospectus, as the case may be, under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated
         by reference in such Preliminary Prospectus or Prospectus, as the case
         may be; any reference to any amendment to the Initial Registration
         Statement shall be deemed to refer to and include any annual report of
         the Company filed pursuant to Section 13(a) or 15(d) of the Exchange
         Act after the effective date of the Registration Statement that is
         incorporated by reference in the Registration Statement; and any
         reference to the Prospectus as amended or supplemented shall be deemed
         to refer to the Prospectus as amended or supplemented in relation to
         the Securities (including the related Subsidiary Guarantees) in the
         form in which it is filed with the Commission pursuant to Rule 424(b)
         under the Act in accordance with Section 5(a) hereof, including any
         documents incorporated by reference therein as of the date of such
         filing);

                   (b) No order preventing or suspending the use of any
         Preliminary Prospectus has been issued by the Commission, and each
         Preliminary Prospectus, at the time of filing thereof, conformed in all
         material respects to the requirements of the Act and the Trust
         Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
         rules and regulations of the Commission thereunder, and did not contain
         an untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; provided, however, that this representation and
         warranty shall not apply to any statements or omissions made in
         reliance upon and in conformity with information furnished in writing
         to the Company by an Underwriter through Goldman, Sachs & Co. expressly
         for use therein;

                   (c) The documents incorporated by reference in the
         Prospectus, when they became effective or were filed with the
         Commission, as the case may be, together, where applicable, with any
         amendments thereto, conformed in all material respects to the
         requirements of the Act or the Exchange Act, as applicable, and the
         rules and regulations of the Commission thereunder, and none of such
         documents contained an untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary to
         make the statements therein not misleading; and any further documents
         so filed and incorporated by reference in the Prospectus or any further
         amendment or supplement thereto, when such documents become effective
         or are filed with the Commission, as the case may be, will

                                       2


         conform in all material respects to the requirements of the Act or the
         Exchange Act, as applicable, and the rules and regulations of the
         Commission thereunder and will not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading;
         provided, however, that this representation and warranty shall not
         apply to any statements or omissions made in reliance upon and in
         conformity with information furnished in writing to the Company by an
         Underwriter through Goldman, Sachs & Co. expressly for use therein;

                   (d) The Registration Statement and the Prospectus conform,
         and any further amendments or supplements to the Registration Statement
         or the Prospectus will conform, in all material respects to the
         requirements of the Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder and do not and will not, as of
         the applicable effective date as to the Registration Statement and any
         amendment thereto and as of the applicable filing date as to the
         Prospectus and any amendment or supplement thereto, contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; provided, however, that this representation and warranty
         shall not apply to any statements or omissions made in reliance upon
         and in conformity with information furnished in writing to the Company
         by an Underwriter through Goldman, Sachs & Co. expressly for use
         therein;

                   (e) The Company and each of the Subsidiary Guarantors have
         good and marketable title in fee simple to all real property and good
         and marketable title to all personal property owned by them, in each
         case free and clear of all liens, encumbrances and defects except such
         as are described in the Prospectus or such as do not materially affect
         the value of such property and do not materially interfere with the use
         made and proposed to be made of such property by the Company and the
         Subsidiary Guarantors; and any real property and buildings held under
         lease by the Company or any Subsidiary Guarantor are held by them under
         valid, subsisting and enforceable leases with such exceptions as are
         not material and do not materially interfere with the use made and
         proposed to be made of such property and buildings by the Company and
         the Subsidiary Guarantors;

                   (f) Neither the Company nor any of the Subsidiary Guarantors
         has sustained since the date of the latest audited financial statements
         included or incorporated by reference in the Prospectus any material
         loss or interference with its business from (i) fire, explosion, flood
         or other calamity, whether or not covered by insurance, or (ii) any
         labor dispute or court or governmental action, order or decree, in each
         case otherwise than as set forth or contemplated in the Prospectus;
         and, since the respective dates as of which information is given in the
         Registration Statement and the Prospectus, there has not been any
         change in the capital stock or long-term debt of the Company or any of
         the Subsidiary Guarantors (other than exercises of outstanding stock
         options or the vesting of outstanding stock options and stock grants)
         or any material adverse change, or any development involving a
         prospective material adverse change, in or affecting the general
         affairs, management, financial position, stockholders' equity or
         results of operations of the Company and its subsidiaries, taken as a
         whole, otherwise than as set forth or contemplated in the Prospectus
         ("Material Adverse Effect");

                   (g) The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware, with power and authority (corporate and other) to own its
         properties and conduct its business as described in the Prospectus, and
         has been duly qualified as a foreign corporation for the transaction of
         business and is in good standing under the laws of each other
         jurisdiction in which it owns or leases properties or conducts any
         business so as to require such qualification, or is subject to no
         material liability or disability by reason of the failure to be so
         qualified in any such jurisdiction; and each

                                       3


         subsidiary of the Company (other than the Subsidiary Guarantors) has
         been duly organized and is validly existing as a corporation, a limited
         liability company or other entity, as applicable, in good standing
         under the laws of its jurisdiction of formation;

                   (h) Each Subsidiary Guarantor has been duly organized and is
         validly existing as a corporation, a limited liability company or other
         entity, as applicable, in good standing under the laws of its
         jurisdiction of formation, with power and authority (corporate and
         other) to own its properties and conduct its business as described in
         the Prospectus, and has been duly qualified as a foreign corporation or
         other entity for the transaction of business and is in good standing
         under the laws of each other jurisdiction in which it owns or leases
         properties or conducts any business so as to require such
         qualification, or is subject to no material liability or disability by
         reason of the failure to be so qualified in any such jurisdiction;

                   (i) The Company has an authorized capitalization as set forth
         in the Prospectus, and all of the issued shares of capital stock of the
         Company have been duly and validly authorized and issued and are fully
         paid and non-assessable; the shares of Stock initially issuable upon
         conversion of the Securities have been duly and validly authorized and
         reserved for issuance and, when issued and delivered in accordance with
         the provisions of the Securities and the Indenture referred to below,
         will be validly issued, fully paid and non-assessable and will conform
         to the description of the Stock contained in the Prospectus; and all of
         the issued shares of capital stock of each subsidiary of the Company
         have been duly and validly authorized and issued, are fully paid and
         non-assessable and (except for directors' qualifying shares and except
         as set forth in the Prospectus) are owned directly or indirectly by the
         Company, free and clear of all liens, encumbrances, equities or claims,
         except for liens in favor of the Company's senior lenders, as described
         in the Prospectus;

                   (j) The Securities have been duly authorized and, when issued
         and delivered pursuant to this Agreement, will have been duly executed,
         authenticated, issued and delivered and will constitute valid and
         legally binding obligations of the Company entitled to the benefits
         provided by the indenture to be dated as of October 29, 2004 (the
         "Open-End Indenture") between the Company and Wachovia Bank, National
         Association, as Trustee (the "Trustee"), which will be substantially in
         the form filed as an exhibit to the Registration Statement, and the
         First Supplemental Indenture to be dated as of October 29, 2004 (the
         "Supplemental Indenture" and, together with the Open-End Indenture, the
         "Indenture"), among the Company, the Subsidiary Guarantors and the
         Trustee, which will be substantially in the form previously delivered
         to you, under which the Securities are to be issued; the Open-End
         Indenture has been duly qualified under the Trust Indenture Act, and
         each of the Open-End Indenture and the Supplemental Indenture has been
         duly authorized and, when executed and delivered by the Company, the
         Subsidiary Guarantors and the Trustee, will constitute a valid and
         legally binding instrument, enforceable in accordance with its terms,
         subject, as to enforcement, to bankruptcy, insolvency, reorganization
         and other laws of general applicability relating to or affecting
         creditors' rights and to general equity principles; and the Securities
         and the Indenture will conform to the descriptions thereof in the
         Prospectus in all material respects;

                   (k) The Subsidiary Guarantees have been duly authorized by
         the Subsidiary Guarantors and, when issued and delivered pursuant to
         this Agreement and the Indenture, will have been duly executed, issued
         and delivered and will constitute valid and legally binding joint and
         several obligations of each Subsidiary Guarantor, enforceable in
         accordance with its terms, subject, as to enforcement, to bankruptcy,
         insolvency, reorganization and other laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles;

                   (l) The issuance and sale of the Securities (including the
         related Subsidiary Guarantees) and the compliance by the Company and
         the Subsidiary Guarantors with all of


                                       4


         the provisions of the Securities, the Subsidiary Guarantees, the
         Indenture and this Agreement and the consummation of the transactions
         herein and therein contemplated will not (i) conflict with or result in
         a breach or violation of any of the terms or provisions of, or
         constitute a default under, any indenture, mortgage, deed of trust,
         loan agreement or other agreement or instrument to which the Company or
         any of the Subsidiary Guarantors is a party or by which the Company or
         any of the Subsidiary Guarantors is bound or to which any of the
         property or assets of the Company or any of the Subsidiary Guarantors
         is subject, except where such conflict, breach, violation or default
         would not reasonably be expected to result in a Material Adverse Effect
         or adversely affect the ability of the Company or any of the Subsidiary
         Guarantors to consummate the transactions herein contemplated, or (ii)
         result in any violation of the provisions of the Certificate of
         Incorporation or By-laws of the Company or the organizational documents
         of any of the Subsidiary Guarantors, in each case as amended and/or
         restated to date, or any statute or any order, rule or regulation of
         any court or governmental agency or body having jurisdiction over the
         Company or the Subsidiary Guarantors or any of their respective
         properties; and no consent, approval, authorization, order,
         registration or qualification of or with any such court or governmental
         agency or body is required for the issue and sale of the Securities
         (including the related Subsidiary Guarantees) or the consummation by
         the Company or the Subsidiary Guarantors of the transactions
         contemplated by this Agreement or the Indenture, except (x) the
         registration under the Act of the Securities (including the related
         Subsidiary Guarantees) and the shares of Stock issuable upon conversion
         thereof, (y) such as have been obtained under the Trust Indenture Act
         and (z) such consents, approvals, authorizations, registrations or
         qualifications as may be required under state securities or Blue Sky
         laws in connection with the purchase and distribution of the Securities
         (including the related Subsidiary Guarantees) by the Underwriters;

                   (m) Other than as set forth in the Prospectus, there are no
         legal or governmental proceedings pending to which the Company or any
         of its subsidiaries is a party or of which any property of the Company
         or any of its subsidiaries is the subject which, if determined
         adversely to the Company or any of its subsidiaries, would individually
         or in the aggregate have a Material Adverse Effect; and, to the best of
         the Company's and the Subsidiary Guarantor's knowledge, no such
         proceedings are threatened or contemplated by governmental authorities
         or others;

                   (n) Neither the Company nor any of its subsidiaries is in
         violation of its Certificate of Incorporation or By-laws or other
         organizational documents, as amended and/or restated to date; and
         neither the Company nor any of its subsidiaries is in default in the
         performance or observance of any obligation, agreement, covenant or
         condition contained in any indenture, mortgage, deed of trust, loan
         agreement, lease or other agreement or instrument to which it is a
         party or by which it or any of its properties is bound, which, taken as
         a whole, would result in a Material Adverse Effect;

                   (o) The statements set forth in the Prospectus under the
         captions "Description of Capital Stock" and "Description of the Notes",
         insofar as they purport to constitute a summary of the terms of the
         Stock and the Securities, and under the captions "Material U.S. Federal
         Income Tax Considerations" and "Underwriting", insofar as they purport
         to describe the provisions of the laws and documents referred to
         therein, are accurate and complete in all material respects;

                   (p) Neither the Company nor any Subsidiary Guarantor is, or
         after giving effect to the offering and sale of the Securities
         (including the related Subsidiary Guarantees) will be, an "investment
         company", as such term is defined in the Investment Company Act of
         1940, as amended (the "Investment Company Act");

                                       5


                   (q) None of the Company, any Subsidiary Guarantor or any of
         their respective affiliates does business with the government of Cuba
         or with any person or affiliate located in Cuba within the meaning of
         Section 517.075, Florida Statutes;

                   (r) Each of the Company and its subsidiaries maintains a
         system of internal accounting controls sufficient to provide reasonable
         assurances that: (i) transactions are executed in accordance with
         management's general or specific authorizations; (ii) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain asset accountability; (iii) access to assets is permitted only
         in accordance with management's general or specific authorization; and
         (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences;

                   (s) Each of the Company and its Subsidiary Guarantors owns or
         otherwise possesses adequate rights to use all material patents,
         trademarks, service marks, trade names and copyrights, licenses, all
         applications and registrations for each of the foregoing (to the extent
         the same exists), and all other material proprietary rights and
         confidential information necessary to conduct its business as currently
         conducted; and neither the Company nor any of its subsidiaries has
         received any notice, or is otherwise aware, of any infringement of or
         conflict with the rights of any third party with respect to any of the
         foregoing, that, taken as a whole, would have a Material Adverse
         Effect;

                   (t) Each of the Company and its Subsidiary Guarantors
         possesses all licenses, certificates, authorizations and permits
         required by federal, state or foreign regulatory authorities to conduct
         its business, or is subject to no material liability or disability by
         reason of the failure to possess such licenses, certificates,
         authorizations or permits; and neither the Company nor any of its
         subsidiaries has received any notice of proceedings relating to the
         revocation or modification of any such license, certificate,
         authorization or permit which, individually or in the aggregate, if the
         subject of an unfavorable decision, ruling or finding, would result in
         a Material Adverse Effect;

                   (u) Other than as disclosed in the Prospectus, each of the
         Company and its subsidiaries conducts its businesses in compliance with
         all applicable laws related to economic sanctions and export controls,
         and has instituted and maintain policies and procedures designed to
         ensure continued compliance therewith;

                   (v) Neither the Company nor any of its subsidiaries nor, to
         the knowledge of the Company or any Subsidiary Guarantor, any director,
         officer, agent or employee of the Company or any of its subsidiaries is
         aware of or has taken any action, directly or indirectly, that would
         result in a violation by such persons of the Foreign Corrupt Practices
         Act of 1977, as amended ("FCPA"), and the Company and its subsidiaries
         have conducted their respective businesses in compliance with the FCPA
         and have instituted and maintain policies and procedures designed to
         ensure continued compliance therewith;

                   (w) Other than as set forth in the Prospectus:

                        (i)       each of the Company and its subsidiaries is
                                  and has been in compliance with all applicable
                                  laws, statutes, ordinances, rules,
                                  regulations, orders, judgments, decisions,
                                  decrees, standards, and requirements ("Legal
                                  Requirements") relating to: human health and
                                  safety; pollution; management, disposal or
                                  release of any hazardous substance, product or
                                  waste; and protection, cleanup, remediation or
                                  corrective action relating to the environment
                                  or natural resources ("Environmental Law");

                                       6


                        (ii)      each of the Company and its subsidiaries has
                                  obtained and is in compliance with the
                                  conditions of all permits, authorizations,
                                  licenses, approvals, and variances necessary
                                  under any Environmental Law for the continued
                                  conduct in the manner now conducted of the
                                  business of each of the Company and any such
                                  subsidiary ("Environmental Permits");

                         (iii)   to the Company's and each Subsidiary
                                 Guarantor's knowledge, there are no past or
                                 present conditions or circumstances, including
                                 but not limited to pending changes in any
                                 Environmental Law or Environmental Permits,
                                 that could reasonably be expected to interfere
                                 with the conduct of the business of each of the
                                 Company and its subsidiaries in the manner now
                                 conducted or which would interfere with
                                 compliance with any Environmental Law or
                                 Environmental Permits; and

                        (iv)      to the Company's and each Subsidiary
                                  Guarantor's knowledge, there are no past or
                                  present conditions or circumstances at, or
                                  arising out of, the business, assets and
                                  properties of each of the Company and its
                                  subsidiaries or any businesses, assets or
                                  properties formerly leased, operated or owned
                                  by each of the Company and its subsidiaries,
                                  including but not limited to on-site or
                                  off-site disposal or release of any hazardous
                                  substance, product or waste, which could
                                  reasonably be expected to give rise to: (A)
                                  liabilities or obligations for any cleanup,
                                  remediation or corrective action under any
                                  Environmental Law; (B) claims arising under
                                  any Environmental Law for personal injury,
                                  property damage, or damage to natural
                                  resources; (C) liabilities or obligations
                                  incurred by the Company and its subsidiaries
                                  to comply with any Environmental Law; or (D)
                                  fines or penalties arising under any
                                  Environmental Law;

         except in each case for any noncompliance or conditions or
         circumstances that, individually or in the aggregate, would not result
         in a Material Adverse Effect;

                   (x) Each of the Company and its subsidiaries is insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts and with such deductibles as are prudent in
         the businesses in which it is engaged, except where the failure to have
         such insurance would not have a Material Adverse Effect; and neither
         the Company nor any of its subsidiaries has any reason to believe that
         it will not be able to renew its existing insurance coverage as and
         when such coverage next expires or to obtain similar coverage from
         similar insurers as may be necessary to continue its business at a cost
         that would not have a Material Adverse Effect; and

                   (y) PricewaterhouseCoopers LLP, who have certified certain
         financial statements of the Company and its subsidiaries, and Deloitte
         & Touche LLP, who have certified certain financial statements of
         Simula, Inc., are, to the knowledge of the Company and the Subsidiary
         Guarantors, each independent public accountants as required by the Act
         and the rules and regulations of the Commission thereunder.

         2. Subject to the terms and conditions herein set forth, (a) the
Company and the Subsidiary Guarantors agree to issue and sell to the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company and the Subsidiary Guarantors, at a purchase price of
97.50% of the principal amount of the Securities, the principal amount of Firm
Securities (including the related Subsidiary Guarantees) set forth opposite the
name of such Underwriter in Schedule I hereto, and (b) in the event and to the
extent that Goldman, Sachs & Co. shall exercise the election to purchase
Optional Securities (including the related Subsidiary Guarantees) as provided
below, the Company and the Subsidiary Guarantors agree to issue and sell

                                       7


to Goldman, Sachs & Co., and Goldman, Sachs & Co. agrees to purchase from the
Company and the Subsidiary Guarantors, at the same purchase price set forth in
clause (a) of this Section 2, the Optional Securities (including the related
Subsidiary Guarantees) as to which such election shall have been exercised.

         The Company and the Subsidiary Guarantors hereby grant to Goldman,
Sachs & Co. the right to purchase at its election up to $45,000,000 aggregate
principal amount of Optional Securities (including the related Subsidiary
Guarantees), at the purchase price set forth in the paragraph above, for the
sole purpose of covering sales of Securities (including the related Subsidiary
Guarantees) in excess of the aggregate principal amount of Firm Securities. Any
such election to purchase Optional Securities (including the related Subsidiary
Guarantees) may be exercised only by written notice from Goldman, Sachs & Co. to
the Company, given within a period of 12 calendar days after the date of this
Agreement and setting forth the aggregate principal amount of Optional
Securities (including the related Subsidiary Guarantees) to be purchased and the
date on which such Optional Securities (including the related Subsidiary
Guarantees) are to be delivered, as determined by you but in no event earlier
than the First Time of Delivery (as defined in Section 4 hereof) or, unless you
and the Company otherwise agree in writing, earlier than two or later than ten
business days after the date of such notice.

         3. Upon the authorization by you of the release of the Firm Securities
(including the related Subsidiary Guarantees), the several Underwriters propose
to offer the Firm Securities (including the related Subsidiary Guarantees) for
sale upon the terms and conditions set forth in the Prospectus.

         4. (a) The Securities (including the related Subsidiary Guarantees) to
be purchased by each Underwriter hereunder will be represented by one or more
definitive global Securities in book-entry form which will be deposited by or on
behalf of the Company and the Subsidiary Guarantors with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver the
Securities (including the related Subsidiary Guarantees) to Goldman, Sachs &
Co., for the account of each Underwriter, against payment by or on behalf of
such Underwriter to the Company of the purchase price therefor by wire transfer
of Federal (same-day) funds to the account specified by the Company to Goldman,
Sachs & Co. at least 48 hours in advance, by causing DTC to credit the
Securities to the account of Goldman, Sachs & Co. at DTC. The Company will cause
the certificates representing the Securities to be made available to Goldman,
Sachs & Co. for checking at least 24 hours prior to the Time of Delivery (as
defined below) at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Securities (including the related Subsidiary Guarantees), 9:30 a.m.,
New York time, on October 29, 2004 or such other time and date as Goldman, Sachs
& Co. and the Company may agree upon in writing, and, with respect to the
Optional Securities (including the related Subsidiary Guarantees), 9:30 a.m.,
New York time, on the date specified by Goldman, Sachs & Co. in the written
notice given by Goldman, Sachs & Co. of its election to purchase such Optional
Securities, or such other time and date as Goldman, Sachs & Co. and the Company
may agree upon in writing. Such time and date for delivery of the Firm
Securities is herein called the "First Time of Delivery", such time and date for
delivery of the Optional Securities, if not the First Time of Delivery, is
herein called the "Second Time of Delivery", and each such time and date for
delivery is herein called a "Time of Delivery".

         (b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the cross
receipt for the Securities (including the related Subsidiary Guarantees) and any
additional documents requested by the Underwriters pursuant to Section 7(o)
hereof, will be delivered at the offices of Sullivan & Cromwell LLP, 125 Broad
Street, New York, New York 10004 (the "Closing Location"), and the Securities
will be delivered at the Designated Office, all at such Time of Delivery. A
meeting will be held at the Closing Location at 3:00 p.m., New York City time,
on the New York Business Day next preceding such Time of Delivery, at

                                       8


which meeting the final drafts of the documents to be delivered pursuant to the
preceding sentence will be available for review by the parties hereto. "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

         5. Each of the Company and the Subsidiary Guarantors, jointly and
severally, agrees with each of the Underwriters:

                   (a) To prepare the Prospectus, as amended and supplemented,
         in relation to the Securities (including the related Subsidiary
         Guarantees) in a form approved by you and to file such Prospectus
         pursuant to Rule 424(b) under the Act not later than the Commission's
         close of business on the second business day following the execution
         and delivery of this Agreement, or, if applicable, such earlier time as
         may be required by Rule 424(b) under the Act; to make no further
         amendment or any supplement to the Registration Statement or
         Prospectus, as amended or supplemented, after the date of this
         Agreement and prior to the last Time of Delivery which shall be
         disapproved by you promptly after reasonable notice thereof; to advise
         you promptly of any such amendment or supplement after any Time of
         Delivery for the Securities (including the related Subsidiary
         Guarantees) and furnish you with copies thereof; to file promptly all
         reports and any definitive proxy or information statements required to
         be filed by the Company or any Subsidiary Guarantor with the Commission
         pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
         subsequent to the date of the Prospectus and for so long as the
         delivery of a prospectus is required in connection with the offering or
         sale of the Securities (including the related Subsidiary Guarantees),
         and during such same period to advise you, promptly after it receives
         notice thereof, of the time when any amendment to the Registration
         Statement has been filed or becomes effective or any supplement to the
         Prospectus or any amended Prospectus has been filed with the
         Commission, of the issuance by the Commission of any stop order or of
         any order preventing or suspending the use of any prospectus relating
         to the Securities (including the related Subsidiary Guarantees), of the
         suspension of the qualification of the Securities (including the
         related Subsidiary Guarantees) or the shares of Stock issuable upon
         conversion of the Securities for offering or sale in any jurisdiction,
         of the initiation or threatening of any proceeding for any such
         purpose, or of any request by the Commission for the amending or
         supplementing of the Registration Statement or Prospectus or for
         additional information; and, in the event of the issuance of any such
         stop order or of any such order preventing or suspending the use of any
         prospectus relating to the Securities (including the related Subsidiary
         Guarantees) or suspending any such qualification, promptly to use its
         best efforts to obtain the withdrawal of such order;

                   (b) Promptly from time to time to take such action as you may
         reasonably request to qualify the Securities (including the related
         Subsidiary Guarantees) and the shares of Stock issuable upon conversion
         of the Securities for offering and sale under the securities laws of
         such jurisdictions as you may request and to comply with such laws so
         as to permit the continuance of sales and dealings therein in such
         jurisdictions for as long as may be necessary to complete the
         distribution of the Securities (including the related Subsidiary
         Guarantees), provided that in connection therewith neither the Company
         nor any Subsidiary Guarantor shall be required to qualify as a foreign
         corporation or to file a general consent to service of process in any
         jurisdiction;

                   (c) Prior to 10:00 A.M., New York City time, on the New York
         Business Day next succeeding the date of this Agreement and from time
         to time, to furnish the Underwriters with written and electronic copies
         of the Prospectus, as amended or supplemented, in New York City in such
         quantities as you may reasonably request, and, if the delivery of a
         prospectus is required at any time in connection with the offering or
         sale of the Securities (including the

                                       9


         related Subsidiary Guarantees) or the shares of Stock issuable upon
         conversion of the Securities and if at such time any events shall have
         occurred as a result of which the Prospectus, as then amended or
         supplemented, would include an untrue statement of a material fact or
         omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made when such Prospectus is delivered, not misleading, or, if for
         any other reason it shall be necessary during such same period to amend
         or supplement the Prospectus or to file under the Exchange Act any
         document incorporated by reference in the Prospectus in order to comply
         with the Act, the Exchange Act or the Trust Indenture Act, to notify
         you and upon your request to file such document and to prepare and
         furnish without charge to each Underwriter and to any dealer in
         securities as many written and electronic copies as you may from time
         to time reasonably request of an amended Prospectus or a supplement to
         the Prospectus which will correct such statement or omission or effect
         such compliance; and in case any Underwriter is required to deliver a
         prospectus in connection with sales of any of the Securities (including
         the related Subsidiary Guarantees) and the shares of Stock issuable
         upon conversion of the Securities at any time nine months or more after
         the time of issue of the Prospectus, upon your request and at your
         expense, to prepare and deliver to such Underwriter as many written and
         electronic copies as you may reasonably request of an amended or
         supplemented Prospectus complying with Section 10(a)(3) of the Act;

                   (d) To make generally available to the Company's security
         holders as soon as practicable, but in any event not later than 18
         months after the effective date of the Registration Statement (as
         defined in Rule 158(c) under the Act), an earnings statement of the
         Company and its subsidiaries (which need not be audited) complying with
         Section 11(a) of the Act and the rules and regulations of the
         Commission thereunder (including, at the option of the Company, Rule
         158);

                   (e) During the period beginning from the date hereof and
         continuing to and including the date 60 days after the date of the
         Prospectus, not to offer, sell, contract to sell or otherwise dispose
         of, except as provided hereunder, any securities of the Company that
         are substantially similar to the Securities (including the related
         Subsidiary Guarantees) or the Stock, including but not limited to any
         securities that are convertible into or exchangeable for, or that
         represent the right to receive, Stock or any such substantially similar
         securities (other than pursuant to employee stock option plans, as such
         plans may be amended from time to time, existing on, or upon the
         conversion or exchange of convertible or exchangeable securities
         outstanding as of, the date of this Agreement), without the prior
         written consent of Goldman, Sachs & Co.;

                   (f) To use the net proceeds received by the Company from the
         sale of the Securities (including the related Subsidiary Guarantees)
         pursuant to this Agreement in the manner specified in the Prospectus
         under the caption "Use of Proceeds";

                   (g) If the Company and the Subsidiary Guarantors elect to
         rely upon Rule 462(b) under the Act, the Company and the Subsidiary
         Guarantors shall file a Rule 462(b) Registration Statement with the
         Commission in compliance with Rule 462(b) under the Act by 10:00 P.M.,
         Washington, D.C. time, on the date of this Agreement, and the Company
         shall at the time of filing either pay the Commission the filing fee
         for the Rule 462(b) Registration Statement or give irrevocable
         instructions for the payment of such fee pursuant to Rule 111(b) under
         the Act; and

                   (h) To reserve and keep available at all times, free of
         preemptive rights, shares of Stock for the purpose of enabling the
         Company to satisfy any obligations to issue shares of its Stock upon
         conversion of the Securities.

                                       10


         6. The Company and each of the Subsidiary Guarantors jointly and
severally covenant and agree with the several Underwriters that the Company will
pay or cause to be paid the following: (i) the fees, disbursements and expenses
of the Company's and the Subsidiary Guarantor's counsel and accountants in
connection with the registration under the Act of the Securities (including the
related Subsidiary Guarantees) and the shares of Stock issuable upon conversion
of the Securities and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any Preliminary Prospectus
and the Prospectus, and amendments and supplements thereto, and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing or producing any Agreement among Underwriters, this Agreement, the
Indenture, the Blue Sky Memorandum, closing documents (including compilations
thereof) and any other documents in connection with the offering, purchase, sale
and delivery of the Securities (including the related Subsidiary Guarantees)
hereunder; (iii) all expenses in connection with the qualification of the
Securities (including the related Subsidiary Guarantees) and the shares of Stock
issuable upon conversion of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky survey; (iv) any fees charged
by securities rating services for rating the Securities (including the related
Subsidiary Guarantees); (v) the filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with, any required
review by the National Association of Securities Dealers, Inc. of the terms of
the sale of the Securities (including the related Subsidiary Guarantees); (vi)
the cost of preparing the Securities; (vii) the fees and expenses of the Trustee
and any agent of the Trustee and the fees and disbursements of counsel for the
Trustee in connection with the Indenture and the Securities (including the
related Subsidiary Guarantees); and (viii) all other costs and expenses incident
to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities (including the
related Subsidiary Guarantees) by them, and any advertising expenses connected
with any offers they may make.

         7. The obligations of the Underwriters hereunder, as to the Securities
(including the related Subsidiary Guarantees) to be delivered at each Time of
Delivery, shall be subject, in their discretion, to the condition that all
representations and warranties and other statements of the Company and of the
Subsidiary Guarantors herein are, at and as of such Time of Delivery, true and
correct, the condition that the Company and the Subsidiary Guarantors shall have
performed all of its and their obligations hereunder theretofore to be
performed, and the following additional conditions:

                   (a) The Prospectus as amended or supplemented shall have been
         filed with the Commission pursuant to Rule 424(b) under the Act within
         the applicable time period prescribed for such filing by the rules and
         regulations under the Act and in accordance with Section 5(a) hereof;
         if the Company and the Subsidiary Guarantors have elected to rely upon
         Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall
         have become effective by 10:00 P.M., Washington, D.C. time, on the date
         of this Agreement; no stop order suspending the effectiveness of the
         Registration Statement or any part thereof shall have been issued and
         no proceeding for that purpose shall have been initiated or threatened
         by the Commission; and all requests for additional information on the
         part of the Commission shall have been complied with to your reasonable
         satisfaction;

                   (b) Sullivan & Cromwell LLP, counsel for the Underwriters,
         shall have furnished to you such written opinion or opinions, dated
         such Time of Delivery, with respect to the incorporation of the
         Company, the validity of the Securities and the shares of Stock
         issuable upon conversion of the Securities and such other related
         matters as you may reasonably request,

                                       11


         and such counsel shall have received such papers and information as
         they may reasonably request to enable them to pass upon such matters;

                   (c) Kane Kessler, P.C., counsel for the Company, shall have
         furnished to you their written opinion, dated such Time of Delivery,
         substantially in the form attached as Annex III(a) hereto;

                   (d) Inglis, Ledbetter & Gower LLP, special California counsel
         for the Company, shall have furnished to Sullivan & Cromwell LLP their
         written opinion, dated such Time of Delivery, substantially in the form
         attached as Annex III(b) hereto, upon which opinion Sullivan & Cromwell
         LLP will be permitted to rely for the purposes of rendering the opinion
         referred to in Section 7(b);

                   (e) Snell & Wilmer L.L.P., special Arizona counsel for the
         Company, shall have furnished to Sullivan & Cromwell LLP their written
         opinion, dated such Time of Delivery, substantially in the form
         attached as Annex III(c) hereto, upon which opinion Sullivan & Cromwell
         LLP will be permitted to rely for the purposes of rendering the opinion
         referred to in Section 7(b);

                   (f) Lawson & Weitzen LLP, special Massachusetts counsel for
         the Company, , shall have furnished to Sullivan & Cromwell LLP their
         written opinion, dated such Time of Delivery, substantially in the form
         attached as Annex III(d) hereto, upon which opinion Sullivan & Cromwell
         LLP will be permitted to rely for the purposes of rendering the opinion
         referred to in Section 7(b);

                   (g) Ernst & Young LLP, special tax advisor for the Company,
         shall have furnished to you their written opinion, dated such Time of
         Delivery, substantially in the form attached as Annex III(e) hereto;

                   (h) On the date of the Prospectus at a time prior to the
         execution of this Agreement, at 9:30 a.m., New York City time, on the
         effective date of any post-effective amendment to the Registration
         Statement filed subsequent to the date of this Agreement and also at
         each Time of Delivery, each of PricewaterhouseCoopers LLP and Deloitte
         & Touche LLP shall have furnished to you a letter or letters, dated the
         respective dates of delivery thereof, in form and substance
         satisfactory to you, to the effect set forth in Annex I hereto (the
         executed copy of the letter delivered prior to the execution of this
         Agreement is attached as Annex I(a) hereto and a draft of the form of
         letter to be delivered on the effective date of any post-effective
         amendment to the Registration Statement and as of each Time of Delivery
         is attached as Annex I(b) hereto);

                   (i)(i) Neither the Company nor any of its subsidiaries shall
         have sustained since the date of the latest audited financial
         statements included or incorporated by reference in the Prospectus any
         loss or interference with its business from (A) fire, explosion, flood
         or other calamity, whether or not covered by insurance, or (B) any
         labor dispute or court or governmental action, order or decree, in each
         case otherwise than as set forth or contemplated in the Prospectus, and
         (ii) since the respective dates as of which information is given in the
         Prospectus there shall not have been any change in the capital stock or
         long-term debt of the Company or any of its subsidiaries (other than
         the exercise of options outstanding on the date hereof or the vesting
         of stock options or restricted stock grants outstanding on the date
         hereof) or any change, or any development involving a prospective
         change, in or affecting the general affairs, management, financial
         position, stockholders' equity or results of operations of the Company
         and its subsidiaries, otherwise than as set forth or contemplated in
         the Prospectus, the effect of which, in any such case described in
         clause (i) or (ii), is in the judgment of Goldman, Sachs & Co. so
         material and adverse as to make it impracticable or

                                       12


         inadvisable to proceed with the public offering or the delivery of the
         Securities (including the related Subsidiary Guarantees) being
         delivered at such Time of Delivery on the terms and in the manner
         contemplated in the Prospectus;

                   (j) On or after the date hereof (i) no downgrading shall have
         occurred in the rating accorded the Company's or any of the Subsidiary
         Guarantors' debt securities or preferred stock (if any are
         outstanding), by any "nationally recognized statistical rating
         organization", as that term is defined by the Commission for purposes
         of Rule 436(g)(2) under the Act, and (ii) no such organization shall
         have publicly announced that it has under surveillance or review, with
         possible negative implications, its rating of any of the Company's debt
         securities or preferred stock;

                   (k) On or after the date hereof there shall not have occurred
         any of the following: (i) a suspension or material limitation in
         trading in securities generally on the New York Stock Exchange (the
         "Exchange"); (ii) a suspension or material limitation in trading in the
         Company's securities on the Exchange; (iii) a general moratorium on
         commercial banking activities declared by either Federal or New York
         State authorities or a material disruption in commercial banking or
         securities settlement or clearance services in the United States; (iv)
         the outbreak or escalation of hostilities involving the United States
         or the declaration by the United States of a national emergency or war
         or (v) the occurrence of any other calamity or crisis or any change in
         financial, political or economic conditions in the United States or
         elsewhere, if the effect of any such event specified in clause (iv) or
         (v) in the judgment of Goldman, Sachs & Co. makes it impracticable or
         inadvisable to proceed with the public offering or the delivery of the
         Securities (including the related Subsidiary Guarantees) being
         delivered at such Time of Delivery on the terms and in the manner
         contemplated in the Prospectus;

                   (l) The shares of Stock issuable upon conversion of the
         Securities shall have been duly listed, subject to notice of issuance,
         on the Exchange;

                   (m) The Company has obtained and delivered to Goldman, Sachs
         & Co. executed copies of an agreement from each of the executive
         officers and directors of the Company listed in Annex II(a) hereto,
         substantially in the form of Annex II(b) hereto;

                   (n) The Company and the Subsidiary Guarantors shall have
         complied with the provisions of Section 5(c) hereof with respect to the
         furnishing of prospectuses on the New York Business Day next succeeding
         the date of this Agreement; and

                   (o) The Company and the Subsidiary Guarantors shall have
         furnished or caused to be furnished to you at such Time of Delivery
         certificates of officers of the Company and of the Subsidiary
         Guarantors satisfactory to you as to the accuracy of the
         representations and warranties of the Company and the Subsidiary
         Guarantors, respectively, herein at and as of such Time of Delivery, as
         to the performance by the Company and the Subsidiary Guarantors of all
         of their respective obligations hereunder to be performed at or prior
         to such Time of Delivery, as to the matters set forth in subsections
         (a) and (i) of this Section and as to such other matters as you may
         reasonably request.

         8. (a) Each of the Company and the Subsidiary Guarantors will indemnify
and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any Preliminary Prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities (including the related Subsidiary

                                       13


Guarantees), or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that neither the Company nor any Subsidiary Guarantor shall be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Preliminary Prospectus, any
Preliminary Prospectus supplement, the Registration Statement, the Prospectus,
as amended or supplemented, and any other prospectus relating to the Securities
or the Subsidiary Guarantees, or any such amendment or supplement in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through Goldman, Sachs & Co. expressly for use therein.

         (b) Each Underwriter will indemnify and hold harmless the Company and
each Subsidiary Guarantor against any losses, claims, damages or liabilities to
which the Company or such Subsidiary Guarantor may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, any Preliminary Prospectus supplement, the Registration Statement,
the Prospectus, as amended or supplemented, and any other prospectus relating to
the Securities, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in any Preliminary Prospectus, any Preliminary Prospectus supplement, the
Registration Statement, the Prospectus, as amended or supplemented, and any
other prospectus relating to the Securities, or any amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through Goldman, Sachs & Co. expressly for use
therein; and will reimburse the Company and each Subsidiary Guarantor for any
legal or other expenses reasonably incurred by the Company or such Subsidiary
Guarantor in connection with investigating or defending any such action or claim
as such expenses are incurred.

         (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i)

                                       14


includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include any statement as
to or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.

         (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Subsidiary Guarantors on the
one hand and the Underwriters on the other from the offering of the Securities
(including the related Subsidiary Guarantees). If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Subsidiary Guarantors on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Subsidiary Guarantors on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Subsidiary Guarantors on the one hand
or the Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company, each of the Subsidiary Guarantors and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
subsection (d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities (including the related Subsidiary Guarantees)
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

         (e) The obligations of the Company and the Subsidiary Guarantors under
this Section 8 shall be in addition to any liability which the Company and the
Subsidiary Guarantors may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section 8
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and each Subsidiary Guarantor and to each
person, if any, who controls the Company or any Subsidiary Guarantor within the
meaning of the Act.

                                       15


         9. (a) If any Underwriter shall default in its obligation to purchase
the Securities which it has agreed to purchase hereunder, you may in your
discretion arrange for you or another party or other parties to purchase such
Securities on the terms contained herein at a Time of Delivery. If within
thirty-six hours after such default by any Underwriter you do not arrange for
the purchase of such Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to you to purchase such Securities on such terms. In the
event that, within the respective prescribed periods, you notify the Company
that you have so arranged for the purchase of such Securities, or the Company
notifies you that it has so arranged for the purchase of such Securities, you or
the Company shall have the right to postpone such Time of Delivery for a period
of not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
such person had originally been a party to this Agreement with respect to such
Securities.

         (b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of all the Securities to be purchased at such Time of
Delivery, then the Company shall have the right to require each non-defaulting
Underwriter to purchase the principal amount of Securities which such
Underwriter agreed to purchase hereunder at such Time of Delivery and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the principal amount of Securities which such Underwriter agreed
to purchase hereunder) of the Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

         (c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount
of all the Securities to be purchased at such Time of Delivery, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Securities of a defaulting
Underwriter or Underwriters, then this Agreement (or, with respect to the Second
Time of Delivery, the obligation of the Underwriters to purchase and of the
Company to sell the Optional Securities) shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter, the Company or any
Subsidiary Guarantor, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Subsidiary Guarantors and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or any of the Subsidiary Guarantors, or any officer
or director or controlling person of the Company or any Subsidiary Guarantor,
and shall survive delivery of and payment for the Securities (including the
related Subsidiary Guarantees).

         11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company and the Subsidiary Guarantors shall not then be under any liability
to any Underwriter except as provided

                                       16


in Sections 6 and 8 hereof; but, if for any other reason any Securities
(including the related Subsidiary Guarantees) are not delivered by or on behalf
of the Company and the Subsidiary Guarantors as provided herein, the Company and
each of the Subsidiary Guarantors, jointly and severally, will reimburse the
Underwriters for all out-of-pocket expenses approved in writing by you,
including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Securities and Subsidiary Guarantees not so delivered, but the Company and the
Subsidiary Guarantors shall then be under no further liability to any
Underwriter in respect of the Securities (including the related Subsidiary
Guarantees) not so delivered except as provided in Sections 6 and 8 hereof.

         12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to Goldman, Sachs & Co. as the representative at 85 Broad
Street, New York, New York 10004, Attention: Registration Department; and if to
the Company or any Subsidiary Guarantor, shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

         13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and the Subsidiary Guarantors and, to
the extent provided in Sections 8 and 10 hereof, the officers and directors of
the Company and the Subsidiary Guarantors and each person who controls the
Company, any Subsidiary Guarantor or any Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. No
purchaser of any of the Securities (including the related Subsidiary Guarantees)
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

         14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

         15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAW
PRINCIPLES THEREOF.

         16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

         17. The Company and the Subsidiary Guarantors are authorized, subject
to applicable law, to disclose any and all aspects of this potential transaction
that are necessary to support any U.S. federal income tax benefits expected to
be claimed with respect to such transaction, and all materials of any kind
(including tax opinions and other tax analyses) related to those benefits,
without the Underwriters imposing any limitation of any kind.

         If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof (one for the Company and the
Subsidiary Guarantors collectively, one for the Underwriters collectively, plus
one for each counsel), and upon the acceptance hereof by you, this Agreement and
such acceptance hereof shall constitute a binding agreement among each of the
Underwriters, the Company and each of the Subsidiary Guarantors. It is
understood that your

                                       17


acceptance of this letter on behalf of each of the Underwriters is pursuant to
the authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination upon request, but
without warranty on your part as to the authority of the signers thereof.

                                       18


         Any person executing and delivering this Agreement as Attorney-in-Fact
for a Subsidiary Guarantor represents by so doing that he has been duly
appointed as Attorney-in-Fact by such Subsidiary Guarantor pursuant to a validly
existing and binding Power of Attorney which authorizes such Attorney-in-Fact to
take such action.


                                       Very truly yours,

                                       Armor Holdings, Inc.

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Philip A. Baratelli
                                           Corporate Controller,
                                           Treasurer and Secretary

                                       911EP, Inc.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary

                                       AHI Bulletproof Acquisition Corp.,
                                           a Delaware corporation

                                       By: /s/ Glenn J. Heiar
                                           -----------------------
                                           Name:  Glenn J. Heiar
                                           Title: Chief Financial Officer,
                                                  Treasurer and Secretary


                                       AHI Properties I, Inc.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Armor Accessories, Inc.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary

                                       19


                                       Armor Brands, Inc.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       ArmorGroup Services, LLC,
                                           a Delaware limited liability company

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Armor Holdings Forensics, L.L.C.
                                           a Delaware limited liability company

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Armor Holdings GP, LLC.,
                                           a Delaware limited liability company

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Armor Holdings LP, LLC,
                                           a Delaware limited liability company

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Armor Holdings Mobile Security, L.L.C.,
                                           a Delaware limited liability company

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary

                                       20


                                       Armor Holdings Payroll Services, LLC,
                                           a Delaware limited liability company

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Manager


                                       Armor Holdings Products, L.L.C.,
                                           a Delaware limited liability company

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Armor Holdings Properties, Inc.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Armor Safety Products Company,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       B-Square, Inc.,
                                           a Texas corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Break-Free, Inc.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary

                                       21


                                       Casco International, Inc.,
                                           a New Hampshire corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       CDR International, Inc.
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Defense Technology Corporation of
                                           America, a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Hatch Imports, Inc.,
                                           a California corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Identicator, Inc.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       International Center For Safety
                                           Education, Inc., an Arizona
                                           corporation

                                       By: /s/ Glenn J. Heiar
                                           -----------------------
                                           Name:  Glenn J. Heiar
                                           Title: Chief Financial Officer,
                                                  Treasurer and Secretary

                                       22


                                       Monadnock Lifetime Products, Inc.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Monadnock Lifetime Products, Inc.,
                                           a New Hampshire corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Monadnock Police Training Council, Inc.,
                                           a New Hampshire corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       NAP Properties, Ltd.
                                           a California limited partnership

                                       By: NAP Property Managers LLC,
                                           its General Partner

                                       By: Armor Holdings Properties, Inc.
                                           its Managing Member

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       NAP Property Managers LLC,
                                           a California limited liability
                                           company

                                       By: Armor Holdings Properties, Inc.
                                           its Managing Member

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary

                                       23


                                       New Technologies Armor, Inc.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       ODV Holdings Corp.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       The O'Gara Company,
                                           an Ohio corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       O'Gara-Hess & Eisenhardt Armoring
                                           Company, L.L.C.,
                                           a Delaware limited liability company

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Pro-Tech Armored Products Of
                                           Massachusetts, Inc.,
                                           a Massachusetts corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Ramtech Development Corp.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary

                                       24


                                       Safari Land Ltd, Inc.,
                                           a California corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Safariland Government Sales, Inc.,
                                           a California corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


                                       Simula Aerospace & Defense Group, Inc.
                                           an Arizona corporation

                                       By: /s/ Glenn J. Heiar
                                           -----------------------
                                           Name:  Glenn J. Heiar
                                           Title: Chief Financial Officer,
                                                  Treasurer and Secretary


                                       Simula, Inc.
                                           an Arizona corporation

                                       By: /s/ Glenn J. Heiar
                                           -----------------------
                                           Name:  Glenn J. Heiar
                                           Title: Chief Financial Officer,
                                                  Treasurer and Secretary


                                       Simula Polymer Systems, Inc.
                                           an Arizona corporation

                                       By: /s/ Glenn J. Heiar
                                           -----------------------
                                           Name:  Glenn J. Heiar
                                           Title: Chief Financial Officer,
                                                  Treasurer and Secretary


                                       Simula Technologies, Inc.
                                           an Arizona corporation

                                       By: /s/ Glenn J. Heiar
                                           -----------------------
                                           Name:  Glenn J. Heiar
                                           Title: Chief Financial Officer,
                                                  Treasurer and Secretary

                                       25


                                       Speedfeed Acquisition Corp.,
                                           a Delaware corporation

                                       By: /s/ Philip A. Baratelli
                                           -----------------------
                                           Name:  Philip A. Baratelli
                                           Title: Vice President and
                                                  Assistant Secretary


Accepted as of the date hereof:


/s/ Goldman, Sachs & Co.
-----------------------------------------
    (Goldman, Sachs & Co.)

    On behalf of each of the Underwriters

                                       26