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                                                                EXHIBIT 10.28-01


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


         This Second Amendment to Second Amended and Restated Credit Agreement
and Partial Exchange Agreement (this "Second Amendment") is made as of March 29,
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 and a First Amendment to Second Amended and
Restated Credit Agreement and Partial Exchange dated as of December 31, 2001 (as
amended, the "Original Agreement").

         B.       The Parent and the Borrower have requested that the Lenders
amend certain provisions of the Original Agreement to (i) provide for a new
$2,200,000 letter of credit facility, (ii) allow for the continued use of
payable in kind interest payments by the Borrower on the Junior Secured Notes
and (iii) extend the New Revolving Credit Maturity Date, the Senior Secured
Loans Maturity Date and the Junior Secured Loans Maturity Date from March 31,
2003 to September 30, 2003.

         C.       The Lenders have agreed to the requested amendment on the
terms and conditions of this Second Amendment.

                                    AGREEMENT

         The parties hereto agree as follows:

         Section 1.        Definitions. Capitalized terms used herein and not
         defined herein shall have the same meanings as in the Amended Agreement
         (the Original Agreement, as amended by, and together with, this Second
         Amendment, and as hereinafter amended, modified, extended or restated
         from time to time, being called the "Amended Agreement").

         Section 2.        Additional Defined Terms. The following defined terms
         shall be added to Article I of the Amended Agreement:

                  "Applicable Support Percentage" of any Support Lender shall
         mean a fraction (expressed as a percentage), the numerator of which is
         such Support Lender's Support Letter of Credit Facility Commitment and
         the denominator of which is the aggregate of all Support Lenders'
         Support Letter of Credit Facility Commitments.

                  "Cash Collateral Account" shall have the meaning assigned to
         such term in Section 2.23(l).

                  "Second Amendment Effective Date" shall mean the effective
         date of the Second Amendment to Second Amended and Restated Credit
         Agreement and Partial Exchange Agreement by and among the Parent, the
         Borrower, the Lenders, the Agent and the Issuing Bank.

                  "Support Lender" shall mean Bank of America, N.A. and the
         Centre Entities, each person which hereafter becomes an assignee of
         Bank of America, N.A. or the Centre Entities pursuant to Section
         9.04(b), and their respective successors.
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                  "Support Letter of Credit" shall mean any letter of credit
         issued by the Issuing Bank pursuant to Section 2.23(a) denominated in
         currency of the United States of America. "Support Letters of Credit"
         shall mean the collective reference to each Support Letter of Credit.

                  "Support Letter of Credit Availability Period" shall mean the
         period from and including the Second Amendment Effective Date to but
         excluding the earlier of (a) the date five Business Days prior to the
         New Revolving Credit Maturity Date and (b) the termination of the New
         Revolving Credit Commitments of the Lenders in accordance with the
         terms hereof.

                  "Support Letter of Credit Disbursement" shall mean a payment
         or disbursement made by the Issuing Bank pursuant to a Support Letter
         of Credit.

                  "Support Letter of Credit Exposure" shall mean at any time the
         sum of (a) the aggregate undrawn Dollar Amount of all outstanding
         Support Letters of Credit at such time plus (b) the aggregate amount of
         all Support Letter of Credit Disbursements not yet reimbursed by the
         Borrower as provided in Section 2.23. The Support Letter of Credit
         Exposure of any Support Lender at any time shall mean its Applicable
         Support Percentage of the aggregate Support Letter of Credit Exposure
         at such time.

                  "Support Letter of Credit Facility" shall mean the $2,200,000
         letter of credit facility described in Section 2.23 hereof.

                  "Support Letter of Credit Facility Commitment" shall mean,
         with respect to each Support Lender, the Dollar Amount commitment of
         such Support Lender to participate in the funding of Support Letters of
         Credit hereunder as provided in Section 2.23(a) hereof or in the
         Assignment and Acceptance pursuant to which such Support Lender assumed
         its Support Letter of Credit Facility Commitment, as applicable, as the
         same may be reduced or increased from time to time pursuant to
         assignments by or to such Support Lender pursuant to Section 9.04;
         "Support Letter of Credit Facility Commitments" shall mean the
         aggregate Dollar Amount of the Support Lenders' Support Letter of
         Credit Facility Commitments.

         Section 3.        Amended Definitions. The following defined terms in
         Article I of the Amended Agreement are amended to read in their
         entirety as follows:

                           "Facilities" shall mean the Senior Secured Loans, the
         Junior Secured Loans, the New Revolving Loans, the New Letters of
         Credit and the Support Letters of Credit provided or participated in by
         the Lenders or the Support Lenders, as the case may be, to the Borrower
         pursuant to this Amended Agreement and the other Loan Documents.

                           "Junior Secured Loans Maturity Date" shall mean
         September 30, 2003, or if the Borrower has exercised the Junior Secured
         Loans Extension Option, March 31, 2004.

                           "Letter of Credit Disbursement" shall mean a payment
         or disbursement made by the Issuing Bank pursuant to an Existing Letter
         of Credit, a New Letter of Credit or a Support Letter of Credit.

                           "Letter of Credit Fees" shall mean the fees payable
         to the Issuing Bank, the Lenders and the Support Lenders, as
         applicable, pursuant to Sections 2.22(g) and 2.23(g).

                           "Letters of Credit" shall mean any New Letters of
         Credit, Support Letters of Credit and the Existing Letters of Credit,
         individually a "Letter of Credit".

                           "New Revolving Credit Maturity Date" shall mean
         September 30, 2003.

                           "Senior Secured Loans Maturity Date" shall mean
         September 30, 2003, or if the Borrower has exercised the Senior Secured
         Loans Extension Option, March 31, 2004.

         Section 4.        Interest and Fees on New Revolving Loans.
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         (a)      The final phrase of the second provision of the first sentence
         of Section 2.07(a), which reads "plus one percent (1%)" in the Original
         Agreement, is hereby deleted and the phrase "plus two percent (2%)" is
         inserted in lieu thereof.

         (b)      The following sentences shall be added as the third, fourth
         and fifth sentences of Section 2.07(a):

         "In addition, the Borrower shall pay to the Agent, for the account of
         the Lenders, a nonrefundable unused commitment fee with respect to the
         unused portion of the New Revolving Credit Commitment of each Lender,
         computed for the preceding calendar quarter in an amount equal to the
         average daily aggregate Dollar Amount of the unused portion of the New
         Revolving Credit Commitment of each Lender during such period
         multiplied by a percentage per annum (based on a 360-day year for the
         actual days elapsed) equal to 0.50%. Such fee shall be payable to the
         Lenders to be shared ratably among them in accordance with their
         respective Applicable Percentages. Such fee shall be payable quarterly
         in arrears on the last day of March, June, September and December in
         each year, and on the date on which the New Revolving Credit Commitment
         terminates."

         Section 5.        Junior Note Payable In Kind Interest. The fifth
         sentence of Section 2.07(b) is hereby amended to read in its entirety
         as follows:

                  "With respect to (i) any Interest Period ending before March
         31, 2001, for any Interest Period in which the EBITDA of the Parent, on
         a consolidated basis, is more than 120% of the interest payments on the
         Senior Secured Notes, the Centre Senior Secured Notes and the New
         Revolving Credit Notes for such Interest Period, such interest shall be
         payable in cash to the extent of the Lenders' Applicable Percentage of
         such excess, and the remainder, if any, shall be payable in kind by the
         delivery to each of the Lenders of an additional Junior Secured Note,
         substantially in the form of Exhibit A-2 hereto dated the last day of
         such Interest Period and in the amount of the balance of the interest
         owed to each such Lender for such Interest Period, (ii) any Interest
         Period ending between and including March 31, 2001 and March 31, 2002,
         interest due on the Junior Secured Loans for the Interest Periods
         ending on March 31, 2001, June 30, 2001, September 30, 2001, December
         31, 2001 and March 31, 2002 shall be payable in kind in the manner set
         forth in (i) above, (iii) the Interest Periods ending on June 30, 2002,
         September 30, 2002, December 31, 2002 and March 31, 2003, if the EBITDA
         of the Parent, on a consolidated basis, is greater than the sum of (A)
         120% of the interest payments on the Senior Secured Notes, the Centre
         Senior Secured Notes and the New Revolving Credit Notes for such
         Interest Period and (B) $500,000, interest on the Junior Secured Notes
         shall be payable in cash to the extent of the Lenders' Applicable
         Percentage of such excess, and the remainder, if any, shall be payable
         in kind in the manner set forth in (i) above, (iv) the Interest Period
         ending on June 30, 2003, if the EBITDA of the Parent, on a consolidated
         basis, is greater than the sum of (A) 120% of the interest payments on
         the Senior Secured Notes, the Centre Senior Secured Notes and the New
         Revolving Credit Notes for such Interest Period and (B) $310,000,
         interest on the Junior Secured Notes shall be payable in cash to the
         extent of the Lenders' Applicable Percentage of such excess, and the
         remainder, if any, shall be payable in kind in the manner set forth in
         (i) above and (v) for each subsequent Interest Period in which the
         EBITDA of the Parent, on a consolidated basis, is more than 120% of the
         interest payments on the Senior Secured Notes, the Centre Senior
         Secured Notes and the New Revolving Credit Notes for such Interest
         Period, such interest shall be payable in cash to the extent of the
         Lenders' Applicable Percentage of such excess, and the remainder, if
         any, shall be payable in kind in the manner set forth in (i) above."

         Section 6.        New Letter of Credit Fees. Section 2.22(g) is hereby
         amended to read in its entirety as follows:

                  "(g) The Borrower shall pay to the Agent, for the account of
         the Issuing Bank, a nonrefundable fronting fee with respect to each New
         Letter of Credit (including Existing Letters of Credit) issued for the
         account of the Borrower or any Subsidiary in an amount equal to the
         Dollar Amount of the face amount of such New Letter of Credit,
         multiplied by a percentage per annum equal to 0.25%. Such fee shall be
         payable solely to Issuing Bank in advance on the date of issuance of
         each New Letter of Credit. In addition, the Borrower shall pay to the
         Agent, for the account of the Lenders, (i) an annual nonrefundable
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         letter of credit commission with respect to each Standby Letter of
         Credit issued for the account of the Borrower or any Subsidiary,
         computed for the preceding calendar month in an amount equal to the
         average daily aggregate Dollar Amount of all Standby Letters of Credit
         during such period, multiplied by a percentage per annum (based on a
         360-day year for the actual days elapsed) equal to 2.50% and (ii) an
         annual nonrefundable letter of credit commission with respect to each
         Trade Letter of Credit issued for the account of the Borrower or any
         Subsidiary, computed for the preceding calendar month in an amount
         equal to the average daily aggregate Dollar Amount of all Trade Letters
         of Credit during such period, multiplied by a percentage per annum
         (based on a 360-day year for the actual days elapsed) equal to 1.25%.
         Such fees shall be payable to the Lenders to be shared ratably among
         them in accordance with their respective Applicable Percentages and
         shall be payable in arrears on the last day of each month, and on the
         date on which the New Revolving Credit Commitments shall terminate as
         provided herein. Such fees shall accrue from and including the
         Restructure Effective Date to but excluding the last day of the New
         Letter of Credit Availability Period. In addition to the foregoing fees
         and commissions, the Borrower shall pay or reimburse the Issuing Bank
         for such normal and customary costs and expenses, including, without
         limitation, administrative, issuance, amendment, payment and
         negotiation charges, as are incurred or charged by the Issuing Bank in
         issuing, effecting payment under, amending or otherwise administering
         any Letter of Credit (including any Letter of Credit issued for the
         account of a Subsidiary)."

         Section 7.        Schedule 2.23(a). The schedule attached hereto as
         Schedule 2.23(a) shall be added as Schedule 2.23(a) of the Amended
         Agreement.

         Section 8.        Support Letter of Credit Amendment. The following
         shall be added as Section 2.23 of the Amended Agreement:

         "SECTION 2.23 Support Letters of Credit. (a)          Subject to the
         terms and conditions in this Section 2.23 and relying upon the
         representations and warranties set forth herein, (i) the Issuing Bank
         agrees to issue Support Letters of Credit in dollars for the account of
         the Borrower, at any time and from time to time during the Support
         Letter of Credit Availability Period, in an aggregate principal amount
         at any one time outstanding not to exceed the Support Letter of Credit
         Facility Commitments as set forth on Schedule 2.23(a) and (ii) each
         Support Lender agrees, severally and not jointly, to participate in the
         funding of such Support Letters of Credit in an aggregate principal
         amount at any one time outstanding not to exceed the Support Letter of
         Credit Facility Commitment for such Support Lender as set forth on
         Schedule 2.23(a). The Borrower shall pay to the Agent, for the account
         of the Support Lenders, an annual nonrefundable unused commitment fee
         with respect to the unused portion of the Support Letter of Credit
         Facility Commitments, computed for the preceding calendar month in an
         amount equal to the average daily aggregate Dollar Amount of the unused
         portion of the Support Letter of Credit Facility Commitments during
         such period multiplied by a percentage per annum (based on a 360-day
         year for the actual days elapsed) equal to 0.50%. Such fee shall be
         shared ratably among the Support Lenders in accordance with their
         respective Applicable Support Percentages and shall be payable by the
         Borrower in arrears on the last day of each month, and on the date on
         which the Support Letter of Credit Facility Commitments shall terminate
         as provided herein.

                  (b)      The Borrower may request the issuance of a Support
         Letter of Credit in dollars, in form and substance reasonably
         acceptable to the Agent and the Issuing Bank, for the account of the
         Borrower or any Subsidiary, at any time and from time to time during
         the Support Letter of Credit Availability Period. The obligation of the
         Issuing Bank to issue Support Letters of Credit hereunder is subject to
         the satisfaction of the conditions that (i) such Support Letter of
         Credit is used to support pre-approved contracts entered into between
         the Borrower and customers of the Borrower, (ii) all of the Support
         Lenders consent to and approve the issuance of such Support Letter of
         Credit, which consent and approval shall be in each Support Lender's
         sole discretion, (iii) immediately following the issuance of such
         Support Letter of Credit, the aggregate Dollar Amount of the Support
         Letter of Credit Exposure shall not exceed $2,200,000, (iv) the
         representations and warranties set forth in Article III of this Amended
         Agreement and the representations and warranties of the Borrower and
         the other Loan Parties set forth in the other Loan Documents shall be
         true and correct in all material respects on and as of the date of the
         issuance of such Support Letter of Credit with the same effect as
         though made on and as of such date, except to the extent such
         representations
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         and warranties expressly relate to an earlier date (in which case such
         representations and warranties shall be true and correct in all
         material respects on and as of such earlier date), (v) at the time of
         and immediately after the issuance of such Support Letter of Credit, no
         Default or Event of Default shall have occurred and be continuing and
         (vi) no amounts have been taken from the Cash Collateral Account to pay
         the reimbursement obligations of the Borrower hereunder. Each request
         by the Borrower for the issuance of any Support Letter of Credit shall
         be deemed a representation and warranty of the Borrower that the
         aggregate Dollar Amount of the Support Letter of Credit Exposure shall
         not exceed $2,200,000. For purposes hereof, the "issuance" of a Support
         Letter of Credit includes the amendment, renewal or extension of a
         Support Letter of Credit.

                  (c)      Each Support Letter of Credit shall expire at 5:00
         p.m., Charlotte time, on the earlier of (i) the last day of the Support
         Letter of Credit Availability Period unless a Support Letter of Credit
         issued prior to the expiration of the Support Letter of Credit
         Availability Period has an expiration date after the last day of the
         Support Letter of Credit Availability Period and a written agreement
         was entered into prior to the issuance of such Support Letter of Credit
         by the Issuing Bank, the Support Lenders and the Borrower pursuant to
         which the Borrower has agreed to secure its Obligations under such
         Support Letter of Credit by providing funds to the Cash Collateral
         Account prior to the expiration of the Support Letter of Credit
         Availability Period in an amount equal to 105% of the Dollar Amount
         issued under such Support Letter of Credit, in which case such Support
         Letter of Credit shall not expire until the expiration date of such
         Support Letter of Credit, and (ii) (A) in the case of Standby Letters
         of Credit, one year after the date of issuance of such Support Letter
         of Credit, subject to extension (including pursuant to an automatic
         renewal provision in customary form), and (B) in the case of Trade
         Letters of Credit, 180 days after the date of issuance of such Support
         Letter of Credit, unless, in each case, such Support Letter of Credit
         expires by its terms on an earlier date.

                  (d)      Each issuance of any Support Letter of Credit shall
         be made on at least three Business Days' prior irrevocable written or
         telecopy notice (such notice to be delivered by 10:00 a.m., Charlotte
         time) from the Borrower (or such shorter notice as shall be acceptable
         to the Issuing Bank) to the Agent and the Issuing Bank, specifying the
         date of issuance, the date on which such Support Letter of Credit is to
         expire, the amount of such Support Letter of Credit (which shall be not
         less than $5,000 or such lesser amount as is acceptable to the Agent),
         the name and address of the beneficiary of such Support Letter of
         Credit and such other information as may be necessary or desirable to
         complete such Support Letter of Credit. The Issuing Bank will give the
         Agent prompt notice of the issuance and amount of such Support Letter
         of Credit and the expiration date of such Support Letter of Credit (and
         the Agent shall give prompt notice thereof to each Support Lender).
         During the Support Letter of Credit Availability Period, the Issuing
         Bank also will give the Agent (i) daily notice of the amount available
         to be drawn under each outstanding Support Letter of Credit and (ii) a
         quarterly summary indicating, on a daily basis during such quarter, the
         issuance of any Support Letter of Credit and the amount thereof, the
         expiration of any Support Letter of Credit and the amount thereof and
         the payment on any draft presented under any Support Letter of Credit.
         Each Support Letter of Credit issued hereunder will be subject to the
         Uniform Customs and Practices for Documentary Credits, as in effect
         from time to time.

                  (e)      By the issuance of a Support Letter of Credit and
         without any further action on the part of the Issuing Bank, the Agent
         or the Support Lenders in respect thereof, the Issuing Bank hereby
         grants to each Support Lender, and each Support Lender hereby acquires
         from the Issuing Bank, a participation in such Support Letter of Credit
         equal to such Support Lender's Applicable Support Percentage of the
         aggregate amount available to be drawn under such Support Letter of
         Credit, effective upon the issuance of such Support Letter of Credit.

                  (f)      Each Support Lender acknowledges and agrees that its
         obligation to acquire participations pursuant to Section 2.23(e) in
         respect of Support Letters of Credit is absolute and unconditional and
         shall not be affected by any circumstance whatsoever, including the
         occurrence and continuance of a Default or Event of Default, and that
         each such payment shall be made without any offset, abatement,
         withholding or reduction whatsoever. The Issuing Bank shall provide
         written notice of any draw on any Support Letter of Credit to each
         Support Lender, and within twelve (12) days of such notice
<PAGE>

         each Support Lender shall pay its ratable share of such draw to the
         Issuing Bank, plus interest on the amount so paid or disbursed by the
         Issuing Bank at the Prime Rate plus 2.00%.

                  (g)      The Borrower shall pay to the Agent, for the account
         of the Support Lenders, a nonrefundable fronting fee with respect to
         each Support Letter of Credit issued for the account of the Borrower or
         any Subsidiary in an amount equal to the Dollar Amount of the face
         amount of such Support Letter of Credit, multiplied by a percentage
         equal to 0.25%. Such fee shall be shared ratably among the Support
         Lenders in accordance with their respective Applicable Support
         Percentages and shall be payable by the Borrower in advance on the date
         of issuance of each Support Letter of Credit. In addition, the Borrower
         shall pay to the Agent, for the account of the Support Lenders or the
         Lenders, as hereinafter provided, an annual nonrefundable letter of
         credit commission with respect to each Support Letter of Credit issued
         for the account of the Borrower or any Subsidiary, computed for the
         preceding calendar month in an amount equal to the average daily
         aggregate Dollar Amount of all Support Letters of Credit during such
         period, multiplied by a percentage per annum (based on a 360-day year
         for the actual days elapsed) equal to 4.0%. Such fee shall be payable
         to the Agent for the benefit of the Support Lenders or the Lenders, as
         hereinafter provided, to be shared ratably among them in accordance
         with their respective Applicable Support Percentages or Applicable
         Percentages, as the case may be, and shall be payable in arrears on the
         last day of each month, and on the date on which the Support Letter of
         Credit Facility Commitments shall terminate as provided herein. Such
         fee shall be shared among the Support Lenders until the earlier of (i)
         March 31, 2004, or (ii) the month after the funding of the Cash
         Collateral Account in the total amount of $2,310,000 as hereinafter
         provided in Section 2.23 (l), and thereafter such fee shall be shared
         among the Lenders. In addition, the Borrower shall pay to the Agent,
         for the account of the Support Lenders, a nonrefundable draw fee with
         respect to any draw on any Support Letter of Credit in an amount equal
         to the greater of $75,000 or 10% of the amount of such draw. Such draw
         fee shall be payable to the Support Lenders to be shared ratably among
         them in accordance with their respective Applicable Support Percentages
         and shall be payable five (5) days after any draw on any Support Letter
         of Credit. In addition to the foregoing fees and commissions, the
         Borrower shall pay or reimburse the Issuing Bank for such normal and
         customary costs and expenses, including, without limitation,
         administrative, issuance, amendment, payment and negotiation charges,
         as are incurred or charged by the Issuing Bank in issuing, effecting
         payment under, amending or otherwise administering any Support Letter
         of Credit (including any Support Letter of Credit issued for the
         account of a Subsidiary).

                  (h)      The Borrower hereby agrees to reimburse the Issuing
         Bank for any Support Letter of Credit Disbursements made by the Issuing
         Bank by making payment in immediately available funds to the Agent
         within one Business Day after receipt of notice of such payment or
         disbursement, in an amount equal to the Dollar Amount of such payment
         or disbursement, plus interest on the amount so paid or disbursed by
         the Issuing Bank at the Prime Rate plus 2.00%. The Agent shall promptly
         pay any such amounts received by it to the Issuing Bank. If the
         Borrower fails to reimburse the Issuing Bank for any Support Letter of
         Credit Disbursements made by the Issuing Bank, the Agent shall
         immediately pay to the Issuing Bank from the Cash Collateral Account
         the lesser of (i) the amount of such disbursement or (ii) the balance
         in the Cash Collateral Account, and the obligation of the Borrower to
         reimburse the Issuing Bank for such disbursement shall be discharged
         only to the extent of funds paid to the Issuing Bank from the Cash
         Collateral Account hereunder. The Borrower hereby agrees to indemnify
         and hold harmless the Agent, the Issuing Bank, and each Support Lender
         (in any capacity hereunder) from and against any and all loss,
         liability, cost, and expense arising at any time or times from the
         exchange of one or more currencies for one or more other currencies
         hereunder.

                  (i)      The Borrower's obligation to reimburse Support Letter
         of Credit Disbursements as provided in Section 2.23(h) shall be
         absolute, unconditional and irrevocable and shall be performed strictly
         in accordance with the terms of this Amended Agreement under any and
         all circumstances whatsoever, and irrespective of:

                  (i)      any lack of validity or enforceability of any Support
                  Letter of Credit or any other Loan Document or any term or
                  provision therein;
<PAGE>

                  (ii)     the existence of any claim, setoff, defense or other
                  right which the Borrower, any Subsidiary or any other person
                  may at any time have against the beneficiary under any Support
                  Letter of Credit, the Issuing Bank, the Agent, any Support
                  Lender or any other person, whether in connection with this
                  Amended Agreement, any other Loan Document or any other
                  related or unrelated agreement or transaction;

                  (iii)    any draft or other document presented under a Support
                  Letter of Credit proving to be forged, fraudulent, invalid or
                  insufficient in any respect or failing to comply with the
                  Uniform Customs and Practices for Documentary Credits, as in
                  effect from time to time, or any statement therein being
                  untrue or inaccurate in any respect;

                  (iv)     payment by the Issuing Bank under a Support Letter of
                  Credit against presentation of a draft or other document which
                  does not comply with the terms of such Support Letter of
                  Credit, subject to the provisions of Section 2.23(j);

                  (v)      any amendment, waiver or consent in respect of this
                  Amended Agreement or any other Loan Document; and

                  (vi)     any other act or omission or delay of any kind or any
                  other circumstance or event whatsoever, whether or not similar
                  to any of the foregoing and whether or not foreseeable, that
                  might, but for the provisions of this Section 2.23(i),
                  constitute a legal or equitable discharge of the Borrower's
                  obligations hereunder.

                  (j)      Without limiting the generality of the provisions of
         the foregoing paragraph (i), it is expressly understood and agreed that
         the absolute and unconditional obligation of the Borrower hereunder to
         reimburse Support Letter of Credit Disbursements will not be excused by
         the gross negligence or willful misconduct of the Issuing Bank.
         However, the preceding sentence and the provisions of Section 2.23(i)
         shall not be construed to excuse the Issuing Bank from liability to the
         Borrower to the extent of any direct damages (as opposed to
         consequential damages, claims in respect of which are hereby waived by
         the Borrower to the extent permitted by applicable law) suffered by the
         Borrower that are caused by the Issuing Bank's bad faith, gross
         negligence or willful misconduct in determining whether drafts and
         other documents presented under a Support Letter of Credit comply with
         the terms thereof; it is understood that the Issuing Bank may accept
         documents that appear on their face to be in order, without
         responsibility for further investigation, regardless of any notice or
         information to the contrary and, in making any payment under any
         Support Letter of Credit (i) the Issuing Bank's exclusive reliance in
         good faith on the documents presented to it under such Support Letter
         of Credit as to any and all matters set forth therein, including
         reliance on the amount of any draft presented under such Support Letter
         of Credit, if such document on its face appears to be in order, and
         whether or not any other statement or any other document presented
         pursuant to such Support Letter of Credit proves to be forged or
         invalid or any statement therein proves to be inaccurate or untrue in
         any respect whatsoever and (ii) any noncompliance in any immaterial
         respect of the documents presented under such Support Letter of Credit
         with the terms thereof shall, in each case, be deemed not to constitute
         bad faith, gross negligence or willful misconduct of the Issuing Bank.

                  (k)      The Issuing Bank shall, promptly following its
         receipt thereof, examine all documents purporting to represent a demand
         for payment under a Support Letter of Credit. The Issuing Bank shall as
         promptly as possible give telephonic notification, confirmed by telex
         or telecopy, to the Agent and the Borrower of such demand for payment
         and whether the Issuing Bank has made or will make a Support Letter of
         Credit Disbursement thereunder; provided that the failure to give such
         notice shall not relieve the Borrower of its obligation to reimburse
         any such Support Letter of Credit Disbursement in accordance with this
         Section 2.23. The Agent shall promptly give each Support Lender notice
         thereof.

                  (l)      On the final day of each of the first four Interest
         Periods ending after March 31, 2002 the Borrower shall deposit $500,000
         into an account established with the Agent (the "Cash Collateral
         Account") and on the final day of the fifth Interest Period ending
         after March 31, 2002 the Borrower shall deposit $310,000 into the Cash
         Collateral Account. All funds in the Cash Collateral Account shall be
         applied first for the benefit of the Issuing Bank and the Support
         Lenders and thereafter for the benefit of the
<PAGE>

         Lenders. The Agent shall have exclusive dominion and control, including
         the exclusive right of withdrawal, over such account. Other than any
         interest earned on the investment of such deposits in Cash Equivalents,
         which investments shall be made as directed by the Borrower (unless
         such investments shall be contrary to applicable law or regulation or a
         Default or Event of Default shall have occurred and be continuing, in
         which case the Agent shall determine in its sole discretion the Cash
         Equivalents to be selected), such deposits shall not bear interest.
         Interest or profits, if any, on such investments shall accumulate in
         such account. If the Borrower is required to provide an amount of cash
         collateral hereunder as a result of an Event of Default, such amount
         (to the extent not applied as aforesaid) shall be returned to the
         Borrower within three Business Days after all Events of Default have
         been cured or waived."

         Section 9.        Negative Pledge. Section 6.02(h) is hereby amended to
         read in its entirety as follows:

                  "(h)     (i) deposits into a cash collateral account to secure
         the Support Letters of Credit, as provided in Section 2.23(l), of up to
         $2,310,000 in the aggregate or (ii) deposits of up to $500,000 in the
         aggregate outstanding at any time to secure any obligations permitted
         by Section 6.01(g);"

         Section 10.       Events of Default.

         (a)      Part (a) of Article VII is hereby amended to read in its
         entirety as follows:

                  "(a)     default shall be made in the payment of any principal
         of any Loan or any reimbursement obligation in respect of a Letter of
         Credit when and as the same shall become due and payable, whether at
         the due date thereof or at a date fixed for prepayment thereof or by
         acceleration thereof or otherwise;"

                  (b)      Provision (i) of the final paragraph of Article VII
         is hereby amended to read in its entirety as follows:

                  "(i)     by notice to the Borrower terminate the New Revolving
         Credit Commitments and any obligations to issue Letters of Credit, if
         any, and they shall immediately terminate;"

         (c)      Provision (iii) of the final paragraph of Article VII is
         hereby amended to read in its entirety as follows:

                  "(iii)   require cash collateral as contemplated by Sections
         2.22(l) and 2.23(l), as applicable, in an amount not exceeding the
         aggregate undrawn amount of all outstanding Letters of Credit plus
         unreimbursed Letter of Credit Disbursements;"

         Section 11.       Intercreditor Agreement. The Borrower, the Parent,
         the Agent, the Issuing Bank, the Lenders and the Support Lenders agree
         that (i) after an Event of Default has occurred and so long as such
         event is continuing, to the extent that Borrower has failed to
         reimburse the Issuing Bank for Support Letter of Credit Disbursements
         pursuant to Section 2.23 (h) hereof, and if there are insufficient
         funds in the Cash Collateral Account to repay all Obligations of the
         Borrowers to the Issuing Bank for the reimbursement of any such Support
         Letter of Credit Disbursements, any unpaid Obligations of the Borrowers
         constituting unpaid reimbursement obligations in connection with
         Support Letter of Credit Disbursements shall be paid to the Issuing
         Bank and/or the Support Lenders before any other payments may be made
         or accepted on Obligations other than those related to unpaid
         reimbursement for Support Letter of Credit Disbursements, and (ii) all
         amounts deposited in the Cash Collateral Account shall be held by the
         Agent first for the benefit of the Issuing Bank and the Support Lenders
         to secure the Obligations of the Borrower under the Support Letters of
         Credit and second for the benefit of the Agent, the Issuing Bank and
         the Lenders to secure the Obligations of the Borrower not arising under
         the Support Letters of Credit. Amounts placed in the Cash Collateral
         Account, up to $2,310,000, shall remain in the Cash Collateral Account
         until the expiration of the Support Letter of Credit Availability
         Period to secure Support Letters of Credit regardless of whether
         Support Letters of Credit in such amount have yet been issued. After
         the expiration of the Support Letter of Credit Availability Period, an
         amount of cash will remain in the Cash Collateral Account equal to 105%
         of the aggregate amount of each outstanding Support Letter of Credit.
<PAGE>

         Section 12.       Amendment Fees. The Borrower shall pay to the Agent,
         for the account of the Lenders, a nonrefundable amendment fee with
         respect to each Senior Secured Note and Junior Secured Note issued for
         the account of the Borrower or any Subsidiary in an amount equal to the
         Dollar Amount of the face amount of such Senior Secured Notes or Junior
         Secured Notes multiplied by a percentage equal to 0.50%. Such fee shall
         be payable to the Lenders to be shared ratably among them in accordance
         with their respective Applicable Percentages. In addition, the Borrower
         shall pay to the Agent, for the account of the Lenders, a nonrefundable
         amendment fee with respect to the New Revolving Loans in an amount
         equal to the Dollar Amount of the New Revolving Credit Commitment of
         each Lender multiplied by a percentage equal to 1%. Such fee shall be
         payable to the Lenders to be shared ratably among them in accordance
         with their respective Applicable Percentages. In addition, the Borrower
         shall pay to the Agent, for the account of the Support Lenders, a
         nonrefundable amendment fee with respect to the Support Letter of
         Credit Facility in an amount equal to $50,000. Such fee shall be
         payable to the Support Lenders to be shared ratably among them in
         accordance with their respective Applicable Support Percentages. Such
         amendment fees shall be payable as of the date hereof.

                  Section 13.       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 Original 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
         Second Amendment Effective Date (as defined below) with the same effect
         as if made on and as of the date hereof or the Second 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 Original 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 Original Agreement.

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

                           (d)      This Second 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 Second 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 14.       Effectiveness. This Second Amendment shall
         become effective as of March 15, 2002 (the "Second Amendment Effective
         Date") upon satisfaction of the following conditions precedent:

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

                           (b)      The Lenders shall be satisfied that the
         representations and warranties set forth in Section 13 hereof are true
         and correct on and as of the Second Amendment Effective Date.
<PAGE>

                           (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, including an amended Centre Intercreditor Agreement
         and Centre Loan Agreement, 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 Second
         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.

                           (e)      The Agent shall have received payment of all
                           fees and expenses set forth in Section 16.

                  Section 15.       Governing Law. This Second Amendment shall
         be construed in accordance with and governed by the laws of the State
         of New York.

                  Section 16.       Fees and Expenses. The Borrower shall pay
         all reasonable out-of-pocket expenses incurred by the Agent and the
         Lenders in connection with the preparation, negotiation, execution,
         delivery and enforcement of this Second Amendment, including, but not
         limited to, the reasonable fees and disbursements of counsel.

                  Section 17.       Counterparts. This Second 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 Second 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
         Second Amendment.

                  Section 18.       Credit Agreement. Except as expressly set
         forth herein, the amendments provided herein shall not by implication
         or otherwise limit, constitute a waiver of, or otherwise affect the
         rights and remedies of the Lenders, the Agent or the other Secured
         Parties under the Amended Agreement or any other Loan Document, nor
         shall they constitute a waiver of any Default or Event of Default, nor
         shall they alter, modify, amend or in any way affect any of the terms,
         conditions, obligations, covenants or agreements contained in the
         Amended Agreement or any other Loan Document. Each of the amendments
         provided herein shall apply and be effective only with respect to the
         provisions of the Amended Agreement specifically referred to by such
         amendment. Except as expressly amended herein, the Amended Agreement
         shall continue in full force and effect in accordance with the
         provisions thereof. As used in the Amended Agreement, the terms
         "Agreement", "herein", "hereinafter", "hereunder", "hereto" and words
         of similar import shall mean, from and after the date hereof, the
         Amended Agreement.

                                  [END OF PAGE]

                           [SIGNATURE PAGES TO FOLLOW]
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Second
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:
<PAGE>

                                  NON CENTRE ENTITIES

                                  BANK OF AMERICA, N.A., as Agent, and Issuing
                                  Bank 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) 973-2851

                                  FIRST SOURCE LOAN OBLIGATIONS
                                  INSURED TRUST, by First Source
                                  Financial, Inc., as Agent/Manager



                                  By:
                                     ------------------------------------------
                                     Name:
                                     Title:

                                     Attention:
                                     Jeff Cerny
                                     2850 West Golf Road
                                     5th Floor
                                     Rolling Meadows, IL  60008
                                     Fax (847) 734-7910

                                  PB CAPITAL CORPORATION



                                  By:
                                     ------------------------------------------
                                     Name:
                                     Title:

                                     Attention:
                                     Mr. Steve Alexander
                                     590 Madison Avenue
                                     New York, NY  10022-5574
                                     Fax (212) 756-5536
<PAGE>

                                  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


Schedule 2.23(a)

           Allocation of Support Letter of Credit Facility Commitments

<TABLE>
<CAPTION>
         SUPPORT LENDER                                       COMMITMENT
         --------------                                       ----------
         <S>                                         <C>
         Bank of America                                      $1,395,116
         Centre Entities                                         804,884
                                                              ----------
                                                     TOTAL    $2,200,000
</TABLE>