##### 



EXHIBIT 10.28-02

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND PARTIAL EXCHANGE AGREEMENT

This Third Amendment to Second Amended and Restated Credit Agreement and
Partial Exchange Agreement (this Third Amendment) is made as of July 10,
2002, 2002 among FIREARMS TRAINING SYSTEMS, INC., a Delaware corporation (the
Parent), FATS, INC., a Delaware corporation (the Borrower), the financial
institutions listed on the signature pages hereof (the Lenders) and BANK OF
AMERICA, N.A., as Agent and Issuing Bank (the Agent).

RECITALS

A.     The Parent, the Borrower, the Lenders and the Agent are parties to a
Second Amended and Restated Credit Agreement and Partial Exchange Agreement
dated as of April 1, 2000, a First Amendment to Second Amended and Restated
Credit Agreement and Partial Exchange Agreement dated as of December 31, 2001
and a Second Amendment to Second Amended and Restated Credit Agreement and
Partial Exchange Agreement dated as of March 29, 2002 (as amended, the Credit
Agreement). All terms used but not defined herein shall have the meanings
given them in the Credit Agreement.

B.     Pursuant to Section 6.14 of the Credit Agreement, the Borrower and the
Parent will not permit Capital Expenditures of the Parent, on a consolidated
basis, for any fiscal year of the Parent, to be more than 20% of the EBITDA of
the Parent, on a consolidated basis, for such fiscal year (the Capital
Expenditure Restrictions).

C.     Pursuant to Section 9.08(b) of the Credit Agreement, the Capital
Expenditure Restrictions may be amended with the written consent of the
Required Lenders, the Parent and the Borrower (the Consenting Parties).

AGREEMENT

The parties hereto agree as follows:

Section 1.           Capital Expenditure Amendment. Section 6.14 of the Credit
Agreement is hereby deleted and the following substituted therefor:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SECTION 6.14. Capital Expenditures. After October 1, 2000,
the Borrower and the Parent will not permit Capital Expenditures
of the Parent, on a consolidated basis, for any fiscal year of the
Parent, to be more than 20% of the EBITDA of the Parent, on a
consolidated basis, for such fiscal year, except that Capital
Expenditures of the Parent for the fiscal year of the Parent
ending March 31, 2002 may exceed 20% of the EBITDA of the Parent,
on a consolidated basis, for such fiscal year, but may not exceed
$760,000.

Section 2.           Representations and Warranties. The Parent and the Borrower
hereby represent and warrant to the Lenders and the Agent, as follows:

(a)  The representations and warranties set forth in Article III of the
Credit Agreement, and in each other Loan Document, including any Schedules
thereto, are true and correct in all material respects on and as of the date
hereof and on and as of the Third Amendment Effective Date (as defined below)
with the same effect as if made on and as of the date hereof or the Third
Amendment Effective Date, as the case may be, except to the extent such
representations and warranties expressly relate solely to an earlier date.

(b)  Each of the Parent, the Borrower and the other Loan Parties is in
compliance with all the terms and conditions of the Credit Agreement and the
other Loan Documents on its part to be observed or performed and no Default or
Event of Default has occurred or is continuing under the Credit Agreement.





---



##### 



(c)  The execution, delivery and performance by the Parent and the Borrower
of this Third Amendment have been duly authorized by the Parent and the
Borrower.

(d)  This Third Amendment constitutes the legal, valid and binding
obligation of the Parent and the Borrower, enforceable against them in
accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent conveyance, voidable
preference or similar laws and the application of equitable principles
generally.

(e)  The execution, delivery and performance by the Parent and the Borrower
of this Third Amendment (i) do not conflict with or violate (A) any provision
of law, statute, rule or regulation, or of the articles of incorporation or
by-laws of the Parent or the Borrower, (B) any order of any Governmental
Authority or (C) any provision of any indenture, agreement or other instrument
to which the Parent or the Borrower is a party or by which either of them or
any of their property may be bound and (ii) does not require any consents
under, result in a breach of or constitute (alone or with notice or lapse of
time or both) a default or give rise to increased, additional, accelerated or
guaranteed rights of any person under any such indenture, agreement or
instrument.

Section 3.           Effectiveness. This Third Amendment shall become effective as
of July 10, 2002 (the Third Amendment Effective Date) upon satisfaction of
the following conditions precedent:



| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Agent shall have received duly executed counterparts of this Third
Amendment which, when taken together, bear the authorized signatures of the
Parent, the Borrower and the Required Lenders.



| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) The Lenders shall be satisfied that the representations and
warranties set forth in Section 2 hereof are true and correct on and as
of the Third Amendment Effective Date.



| |                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) There shall not be any action pending or any judgment, order or
decree in effect which, in the judgment of the Lenders or their counsel,
is likely to restrain, prevent or impose materially adverse conditions
upon performance by the Parent, the Borrower or any other Loan Party of
its obligations under the Loan Documents.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) The Lenders shall have received such other documents, legal
opinions, instruments and certificates as they shall reasonably request,
and such other documents, legal opinions, instruments and certificates
shall be satisfactory in form and substance to the Lenders and their
counsel. All corporate and other proceedings taken or to be taken in
connection with this Third Amendment and all documents incidental
thereto, whether or not referred to herein, shall be satisfactory in form
and substance to the Lenders and their counsel.

Section 4.           Reference to and Effect on the Credit Agreement. Except as
specifically amended, waived, modified and agreed to above, the Credit
Agreement shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.

Section 5.           Governing Law. This Third Amendment shall be construed in
accordance with and governed by the laws of the State of New York.

Section 6.           Counterparts. This Third Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery by
facsimile by any of the parties hereto of an executed counterpart of this Third
Amendment shall be as effective as an original executed counterpart hereof and
shall be deemed a representation that an original executed counterpart hereof
will be delivered, but the failure to deliver a manually executed counterpart
shall not affect the validity, enforceability or binding effect of this Third
Amendment.

[END OF PAGE]
[SIGNATURE PAGES FOLLOW]





---



##### 



IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be duly executed by their duly authorized officers, all as of the date first
above written.

|                                          |  |       
|----------------------------------------- |  | ------
|FIREARMS TRAINING SYSTEMS, INC.
as Parent
|                                          |  |       
|By:                                       |  |       
|                                          |  |       
|                                          |  | Name: 
|                                          |  | Title:
|                                          |  |       
|FATS, INC.
as Borrower                   
|                                          |  |       
|By:                                       |  |       
|                                          |  |       
|                                          |  | Name: 
|                                          |  | Title:





---



##### 



|                                                                              |  |                           
|----------------------------------------------------------------------------- |  | --------------------------
|NON CENTRE ENTITIES                                                          
|                                                                              |  |                           
|BANK OF AMERICA, N.A., as Agent, and IssuingBank and individually as a Lender
|                                                                              |  |                           
|By:                                                                           |  |                           
|                                                                              |  |                           
|                                                                              |  | Name:                     
|                                                                              |  | Title:                    
|                                                                              |  |                           
|U.S. BANK NATIONAL ASSOCIATION                                               
|                                                                              |  |                           
|By:                                                                           |  |                           
|                                                                              |  |                           
|                                                                              |  | Name:                     
|                                                                              |  | Title:                    
|                                                                              |  |                           
|                                                                              |  | Attention:                
|                                                                              |  | Michael Porcello          
|                                                                              |  | Special Assets            
|                                                                              |  | MPFP2516                  
|                                                                              |  | 601 Second Avenue, South  
|                                                                              |  | Minneapolis, MN 55402-4302
|                                                                              |  | Fax: (612) 973-2148       
|                                                                              |  |                           
|FIRST SOURCE FINANCIAL LLP, by First SourceFinancial, Inc., as Agent/Manager 
|                                                                              |  |                           
|By:                                                                           |  |                           
|                                                                              |  |                           
|                                                                              |  | Name:                     
|                                                                              |  | Title:                    
|                                                                              |  |                           
|                                                                              |  | Attention:                
|                                                                              |  | Jeff Cerny                
|                                                                              |  | 2850 West Golf Road       
|                                                                              |  | 5th Floor                 
|                                                                              |  | Rolling Meadows, IL 60008 
|                                                                              |  | Fax: (847) 734-7910       





---



##### 



|                                                                                                                         |  |                                                    
|------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------
|CENTRE ENTITIES, individually and as Lenders                                                                            
|                                                                                                                         |  |                                                    
|CENTRE CAPITAL INVESTORS II, L.P. CENTRE
CAPITAL TAX-EXEMPT INVESTORS II, L.P.
CENTRE CAPITAL OFFSHORE INVESTORS II, L.P
|                                                                                                                         |  |                                                    
|By:                                                                                                                      |  | Centre Partners II, L.P., as General Partner       
|                                                                                                                         |  |                                                    
|By:                                                                                                                      |  | Centre Partners Management LLC, as
Attorney-in-Fact
|                                                                                                                         |  |                                                    
|By:                                                                                                                      |  |                                                    
|                                                                                                                         |  |                                                    
|                                                                                                                         |  | Managing Director                                  
|                                                                                                                         |  |                                                    
|CENTRE PARTNERS COINVESTMENT, L.P.                                                                                      
|                                                                                                                         |  |                                                    
|By:                                                                                                                      |  | Centre Partners II LLC, as General Partner         
|                                                                                                                         |  |                                                    
|By:                                                                                                                      |  |                                                    
|                                                                                                                         |  |                                                    
|                                                                                                                         |  | Managing Director