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                                                                 EXHIBIT 10.41 B


                      THE CIT GROUP/ BUSINESS CREDIT, INC.
                       300 South Grand Avenue, Third Floor
                          Los Angeles, California 90071

                                   Dated as of
                                  June 30, 2002

         Re: Amendment Number Five and Waiver re Financing Agreement


SIMULA, INC. AND SUBSIDIARIES
2700 North Central Avenue, Suite 1000
Phoenix, Arizona  85004

Gentlemen:

Reference is made to the Financing Agreement between The CIT Group/Business
Credit, Inc. as lender thereunder (CITBC), and Simula, Inc. and its
subsidiaries, as borrowers thereunder (collectively, the "Companies"), dated as
of December 31, 1999, as the same may be amended from time to time (the
"Financing Agreement"). Initially capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Financing Agreement.

The Companies have requested that CITBC waive compliance with and amend certain
provisions of the Financing Agreement and CITBC has agreed to do so subject to
the terms hereof.

Therefore, pursuant to mutual agreement, it is hereby agreed as follows:

I. WAIVER OF COMPLIANCE WITH FINANCIAL COVENANTS. With respect only to
   compliance as of the Fiscal Quarter ended June 30, 2002, CITBC hereby waives
   compliance with the financial covenants in Section 7, Paragraph 10,
   subparagraphs (b), (c), (e) and (f), as set forth below, but only to the
   extent of the breach of such covenants as set forth below.

      (b)The required minimum consolidated Fixed Charge Coverage Ratio of the
         Companies for the four consecutive Fiscal Quarter period ended June 30,
         2002, of not less than 1.25:1.00, as compared to the actual realized
         ratio of 1.20:1.00.

      (c)On a cumulative basis, at the end of the Fiscal Quarter ended June 30,
         2002, for the prior four Fiscal Quarter period then ended, the required
         minimum consolidated EBITDA of at least $14,500,000, as compared to the
         actual realized amount of $14,063,418.

      (e)At the end of the Fiscal Quarter ended June 30k, 2002, for the prior
         four Fiscal Quarter period then ended, the required minimum ratio of
         Indebtedness to EBITDA, on a consolidated basis, of not more than
         4.80:1.00, as compared to the actual realized ratio of 5.22:1.00.

      (f)Maintain, at the end of the Fiscal Quarter ended June 30, 2002, for
         the prior four Fiscal Quarter period then ended, the required minimum
         Interest Coverage Ratio of at least 2.05:1.00, as compared to the
         actual realized ratio of 1.91:1.00.

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II.  AMENDMENT TO ADD DEFINITION OF ASD CAPITAL EXPENDITURES. Section 1 of the
     Financing Agreement is hereby amended to add the following:

      ASD CAPITAL EXPENDITURES shall mean Capital Expenditures made by the
      Companies in connection with the operation of Simula Automotive Safety
      Devices, Inc. and/or Simula Automotive Safety Devices, Ltd.

III. AMENDMENT TO ADD DEFINITION OF ASD CAPITAL LEASE OBLIGATIONS. Section 1 of
     the Financing Agreement is hereby amended to add the following:

      ASD CAPITALIZED LEASE OBLIGATIONS shall mean capitalized lease obligations
      incurred by the Companies in connection with the operation of Simula
      Automotive Safety Devices, Inc. and/or Simula Automotive Safety Devices,
      Ltd.

IV.  AMENDMENT TO DEFINITION OF EBITDA. THE DEFINITION OF EBITDA SET FORTH IN
     SECTION 1 OF THE FINANCING AGREEMENT IS HEREBY AMENDED AND REPLACED IN ITS
     ENTIRETY BY THE FOLLOWING:

            EBITDA shall mean, for the period in question, the sum of (a) the
            after-tax net income (or loss) of the Companies on a consolidated
            basis for such period determined in accordance with GAAP, plus (b)
            to the extent deducted in determining such after-tax net income, the
            sum of (i) Interest Expense during such period, plus (ii) all
            provisions for any federal, state, local and/or foreign income taxes
            made by the Companies during such period (whether paid or deferred),
            plus (iii) all depreciation and amortization expenses of the
            Companies during such period, plus (iv) any extraordinary losses
            during such period, plus (v) any losses incurred in connection with
            the repayment in full on or about the date hereof of the Companies'
            obligations owing to LLCP, including accrued interest, fees and
            costs in connection therewith, plus (vi) any losses from the sale or
            other disposition of property other than in the ordinary course of
            business during such period, plus (vii) all non-cash expenses during
            such period arising from the use of capital stock of Parent to pay
            compensation minus (c) to the extent added in determining such
            after-tax net income, the sum of (i) any extraordinary gains during
            such period, plus (ii) any gains from the sale or other disposition
            of property other than in the ordinary course of business during
            such period, plus (iii) any revenue realized by the Companies in
            respect of settlement payments received pursuant to that certain
            Settlement Agreement dated as of September 27, 2000 among certain
            Companies and Autoliv AB, Autoliv GmbH, Autoliv France SNC, Autoliv
            ASP, Inc., Autoliv North America, Inc. and Autoliv, Inc., plus (iv)
            any sale price adjustments made by any Company in respect of
            components sold pursuant to such Settlement Agreement, all
            determined in accordance with GAAP; provided, however, that
            notwithstanding the foregoing, for the fiscal quarters ending March
            31, 2001 and June 30, 2001, EBITDA for such fiscal quarters shall be
            deemed to be $3,802,000 and $4,382,000, respectively.
            Notwithstanding anything set forth in the Financing Agreement to the
            contrary, the Companies shall be permitted to add back, in the
            calculation of EBITDA, any GAAP-recognized restructuring costs
            associated with the cost reduction plan previously delivered by the
            Companies to Allied (the "Restructuring Costs"), provided, however,
            that (i) the Companies shall only be permitted to add back
            Restructuring Costs to the extent they are incurred during the third
            quarter of fiscal year 2002, and (ii) the amount of Restructuring
            Costs that the Companies shall be permitted to add back in the
            calculation of EBITDA shall be limited to $900,000, in the
            aggregate.

V.   AMENDMENT TO FINANCIAL COVENANTS. Paragraph 10 of Section 7 of the
     Financing Agreement is hereby amended and replace in its entirety by the
     following:

      10.   Until termination of the Financing Agreement and payment and
            satisfaction in full of all Obligations hereunder, the Companies
            shall:

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      (a)not have net income (determined in accordance with GAAP but excluding
         from the calculation thereof any extraordinary losses resulting from
         the refinancing by Allied of Indebtedness owing to LLCP) for any Fiscal
         Quarter of less than zero, provided, however that for the Fiscal
         Quarter ending September 30, 2002, the Companies shall be permitted to
         add back Restructuring Costs in the calculation of net income, to the
         extent such costs are incurred during the third quarter of fiscal year
         2002, in an amount not to exceed $900,000, in the aggregate.

      (b)maintain at the end of each Fiscal Quarter a consolidated Fixed Charge
         Coverage Ratio of the Companies for the four consecutive Fiscal Quarter
         period then ended of not less than the following:

            Fiscal Quarter ended 9/30/02 - 1.025:1.00
            Fiscal Quarter ended 12/31/02 - 1.125:1.00
            Fiscal Quarter ended 3/31/03 - 1.15:1.00
            Fiscal Quarter ended 6/30/03 and thereafter - 1.20:1.00

      (c)maintain, on a cumulative basis, at the end of each Fiscal Quarter for
         the prior four Fiscal Quarter period then ended, EBITDA on a
         consolidated basis of at least the following amounts:

            Fiscal Quarter ended 9/30/02 - $12,000,000
            Fiscal Quarter ended 12/31/02 - $13,250,000
            Fiscal Quarter ended 3/31/03 - $13,750,000
            Fiscal Quarter ended 6/30/03 and thereafter - $14,000,000

      (d) maintain at the end of each month EBITDA on a consolidated basis of at
         least $500,000.

      (e)maintain, at the end of each Fiscal Quarter for the prior four Fiscal
         Quarter period then ended, a ratio of Indebtedness to EBITDA, on a
         consolidated basis, of not more than the following amounts.

            Fiscal Quarter ended 9/30/02 - 6.10:1.00
            Fiscal Quarter ended 12/31/02 - 5.60:1.00
            Fiscal Quarter ended 3/31/03 - 5.40:1.00
            Fiscal Quarter ended 6/30/03 and thereafter - 4.00:1.00

      (f)maintain, at the end of each Fiscal Quarter for the prior four Fiscal
         Quarter period then ended, an Interest Coverage Ratio of at least the
         following amounts.

            Fiscal Quarter ended 9/30/02 - 1.65:1.00
            Fiscal Quarter ended 12/31/02 - 1.90:1.00
            Fiscal Quarter ended 3/31/03 - 1.95:1.00
            Fiscal Quarter ended 6/30/03 and thereafter - 2.00:1.00

VI.  AMENDMENT TO PARAGRAPH 11 (CAPITAL EXPENDITURES) TO SECTION 7. Paragraph 11
     of Section 7 of the Financing Agreement is hereby amended and replaced by
     the following:

      Without the prior written consent of CITBC, the Companies will not and
      will not permit any of their subsidiaries to:

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      (a) enter into any Operating Lease (other than with respect to real
         property) if after giving effect thereto the aggregate obligations with
         respect to Operating Leases of the Companies during any Fiscal Year
         would exceed $800,000;

      (b)make any ASD Capital Expenditure or enter into any ASD Capitalized
         Lease Obligation, if the sum of (i) the aggregate amount of all ASD
         Capital Expenditures (including the ASD Capital Expenditure in
         question) made by the Companies and their Subsidiaries during such
         fiscal quarter period of the Companies ending as of the dates set forth
         below, plus (ii) the aggregate amount of all ASD Capitalized Lease
         Obligations (including the ASD Capitalized Lease Obligation in
         question) made or required to be made by the Companies and their
         Subsidiaries during such fiscal quarter period of the Companies ending
         as of the dates set forth below, would exceed the amount set forth
         below opposite each such date:

            Fiscal Quarter ended 9/30/02 - $300,000
            Fiscal Quarter ended 12/31/02 - $300,000
            Fiscal Quarter ended 3/31/03 - $300,000
            Fiscal Quarter ended 6/30/03 and thereafter - $150,000;

      (c)make any Capital Expenditure or enter into any capitalized lease, if
         the sum of (i) the aggregate amount of all Capital Expenditures
         (including the Capital Expenditure in question) made by the Companies
         and their Subsidiaries during each four (4) consecutive fiscal quarter
         period of the Companies ending as of the dates set forth below, other
         than ASD Capital Expenditures, plus (ii) the aggregate amount of all
         capitalized lease obligations (including the capitalized lease in
         question) made or required to be made by the Companies and their
         Subsidiaries during each such four (4) consecutive fiscal quarter
         period of the Companies ending as of the dates set forth below, other
         than ASD Capitalized Lease Obligations, would exceed the amount set
         forth below opposite each such date:

            Fiscal Quarter ended 9/30/02 - $3,000,000
            Fiscal Quarter ended 12/31/02 - $3,500,000
            Fiscal Quarter ended 3/31/03 - $3,750,000
            Fiscal Quarter ended 6/30/03 and thereafter - $3,850,000;

      (d) make any DCI Capital Expenditures; or

      (e) incur any DCI Capitalized Lease Obligations.

VII. CONFIRMATION OF GUARANTY. The Companies, as Guarantors, hereby confirm that
     the Guaranty, dated December 30, 1999, executed by the Guarantors in favor
     of CITBC guarantying the repayment of the Obligations remains in full force
     and effect notwithstanding this Amendment and Waiver.

VIII. GENERAL TERMS.

      1. To the extent any of the terms and provision of the Financing Agreement
         and/or the Loan Documents conflict or are inconsistent with the terms
         hereof, the terms of this Amendment and Waiver shall govern.

      2. The effectiveness of this Amendment and Waiver is conditioned upon
         receipt by CITBC of:

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   (a) an executed counterpart of this Amendment and Waiver executed by the
      Companies.

   (b) an executed counterpart of an amendment and waiver substantively
      identical to this Amendment and Waiver executed by the Companies and
      Allied Capital Corporation with respect to the loan documents between such
      parties.

   (c) payment of a non-refundable fee of $45,000 which shall be paid as a loan
      advance under the Financing Agreement.

   (d) payment in full of all fees and expenses of CITBC incurred in connection
      with this Amendment and Waiver.

   3. This Amendment and Waiver may be executed in two (2) or more counterparts,
      each of which shall constitute an original but all of which when taken
      together shall constitute but one (1) agreement, and shall become
      effective when copies hereof which, when taken together, bear the original
      signatures of each of the parties hereto are delivered to CITBC.

Except as set forth herein no other waiver, consent or change in the terms or
provisions of the Financing Agreement or any other Loan Document is intended or
implied. By execution hereof, the Companies represent and warrant to CITBC that
no material adverse change has occurred in the financial condition, business,
prospects, profits, operations or assets of the Companies since June 30, 2002.
If the foregoing is in accordance with your understanding, please so indicate by
signing and returning the enclosed copy of this Waiver.


                                    Very truly yours,

                                    THE CIT GROUP/BUSINESS CREDIT, INC.

                                    By: /s/ James Karnowski
                                        ------------------------------

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

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AGREED:

SIMULA, INC.,
an Arizona corporation

By: /s/ Bradley P. Forst
    ----------------------------

Title: President and CEO
       -------------------------

SAI CAPITAL CORP., f/k/a
SIMULA ARTCRAFT INDUSTRIES, INC.,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: President
       -------------------------


AI CAPITAL CORP. ,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: President
       -------------------------


SIMULA TRANSPORTATION EQUIPMENT CORPORATION,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: President
       -------------------------


INTERNATIONAL CENTER FOR
SAFETY EDUCATION, INC.,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: Secretary
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SIMULA AUTOMOTIVE SAFETY
DEVICES, INC.,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: Secretary
       -------------------------


SIMULA COMPOSITES
CORPORATION,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: President
       -------------------------

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SIMULA POLYMER SYSTEMS, INC.,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: Secretary
       -------------------------


SIMULA SAFETY SYSTEMS, INC.,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: Assistant Secretary
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SIMULA TECHNOLOGIES, INC..
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: Secretary
       -------------------------


SIMULA AUTOMOTIVE SAFETY
DEVICES, LIMITED,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: Secretary
       -------------------------


CCEC CAPITAL CORP.,
an Arizona corporation

By: /s/ Benjamin G. Clark
    ----------------------------

Title: President
       -------------------------

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