<PAGE>

                                                                  EXHIBIT 10.41A

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

                                   Dated as of
                               September 26, 2001

                Re: Amendment Number Three to 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"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Financing
Agreement.

The Companies and CITBC wish to amend certain provisions of the Financing
Agreement.

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

I.       AMENDMENT TO ADD DEFINITION OF ALLIED. Section 1 of the Financing
Agreement is hereby amended to add the following:

                  ALLIED shall mean Allied Capital Corporation, a Maryland
                  corporation.

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

                  ALLIED DEBT shall mean the Indebtedness of Companies to Allied
                  arising in connection with the Allied Loan Documents.

III.     AMENDMENT TO ADD DEFINITION OF ALLIED LOAN DOCUMENTS. Section 1 of the
Financing Agreement is hereby amended to add the following:

                  ALLIED LOAN DOCUMENTS shall mean that certain Loan Agreement,
                  dated September 26, 2001, among Allied and the Companies, and
                  the other Loan Documents as defined therein.
<PAGE>
IV.      AMENDMENT TO DEFINITION OF ANNIVERSARY DATE. The definition of
Anniversary Date set forth in Section 1 of the Financing Agreement is hereby
amended and replaced in its entirety by the following:

                  ANNIVERSARY DATE shall mean September 30, 2003.

V.       AMENDMENT TO DEFINITION OF CHANGE OF CONTROL. Change of Control shall
have the definition set forth in the Allied Loan Documents as of the date of
original execution thereof.

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

                  DCI CAPITAL EXPENDITURES means Capital Expenditures made in
                  connection with the manufacture, implementation and production
                  of distributed charge inflators.

VII.     AMENDMENT TO ADD DEFINITION OF DCI CAPITALIZED LEASE OBLIGATIONS.
Section 1 of the Financing Agreement is hereby amended to add the following:

                  DCI CAPITALIZED LEASE OBLIGATIONS means capitalized lease
                  obligations incurred in connection with the manufacture,
                  implementation and production of distributed charge inflators.

VIII.    AMENDMENT TO DEFINITION OF EARLY TERMINATION FEE. The definition of
Early Termination Fee set forth in Section 1 of the Financing Agreement is
hereby amended and replaced in its entirety by the following:

                  EARLY TERMINATION FEE shall: i) mean the fee CITBC is entitled
                  to charge the Companies in the event they terminate the Line
                  of Credit or this Financing Agreement on a date prior to an
                  Anniversary Date; and ii) be determined by multiplying the
                  Line of Credit by (a) one and three-fourths percent (1.75%) if
                  the Early Termination Date occurs prior to September 30, 2002;
                  and (b) one percent (1.0%) if the Early Termination Date
                  occurs thereafter.

IX.      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

                                       2
<PAGE>
                  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.

X.       AMENDMENT TO ADD DEFINITION OF EXCESS CASH FLOW.

                  EXCESS CASH FLOW means for any Fiscal Year EBITDA of the
                  Companies for such Fiscal Year minus the sum of the following:
                  (i) all provisions for any federal, state, local and/or
                  foreign income taxes made by any Company during such Fiscal
                  Year (whether paid or deferred), (ii) unfinanced Capital
                  Expenditures of the Companies during such Fiscal Year, (iii)
                  scheduled principal payments with respect to Indebtedness
                  actually paid in cash (including the principal portion of
                  scheduled payments of capitalized lease obligations but
                  excluding mandatory prepayments required under the Allied Loan
                  Documents and excluding principal payments on the Revolving
                  Loans) during such Fiscal Year (iv) Interest Expense for such
                  year, and (v) the aggregate of all voluntary prepayments of
                  the Allied Indebtedness made during such year in accordance
                  with the terms of the Allied Loan Documents.

XI.      AMENDMENT TO DEFINITION OF INDEBTEDNESS. The definition of Indebtedness
set forth in Section 1 of the Financing Agreement is hereby amended and replaced
in its entirety by the following:

                  INDEBTEDNESS shall mean, as of the date of determination
                  thereof, the sum of, without duplication, (a) all indebtedness
                  for borrowed money, plus (b) all indebtedness which has been
                  incurred in connection with the purchase or other acquisition
                  of property (other than unsecured trade accounts payable
                  incurred in the ordinary course of business), plus (c) all
                  capitalized lease obligations, plus (d) notes payable and
                  drafts accepted representing extensions of credit whether or
                  not representing obligations for borrowed money; plus (e)
                  "earnouts" and similar payment obligations; plus, (f) all
                  indebtedness secured by any Lien regardless of whether the
                  indebtedness secured thereby shall have been assumed or is
                  non-recourse, plus (g) the aggregate undrawn face amount of
                  all letters of credit together with all unreimbursed drawings
                  with respect thereto plus (h) all guarantees of Indebtedness
                  of others; provided, however,

                                       3
<PAGE>
                  that the unsecured guarantee by any Company of any other
                  Company's obligations shall not constitute Indebtedness to the
                  extent such underlying obligations constitute Indebtedness.

XII.     AMENDMENT TO DEFINITION OF INTERCREDITOR AGREEMENT. The definition of
Intercreditor Agreement set forth in Section 1 of the Financing Agreement is
hereby amended and replaced in its entirety by the following:

                  INTERCREDITOR AGREEMENT shall mean that certain Intercreditor
                  Agreement, dated on or about September 24, 2001, between CITBC
                  and Allied.

XIII.    AMENDMENT TO DEFINITION OF REVENUE IN EXCESS OF BILLING ADVANCE
PERCENTAGE. The definition of Revenue in Excess of Billing Advance Percentage
set forth in Section 1 of the Financing Agreement is hereby amended and replaced
in its entirety by the following:

                  REVENUE IN EXCESS OF BILLING ADVANCE PERCENTAGE shall mean
                  forty percent (40%).

XIV.     AMENDMENT TO DEFINITION OF REVENUE IN EXCESS OF BILLING LOAN CAP. The
definition of Revenue in Excess of Billing Loan Cap set forth in Section 1 of
the Financing Agreement is hereby amended and replaced in its entirety by the
following:

                  REVENUE IN EXCESS OF BILLING LOAN CAP shall mean $3,500,000,
                  reduced by $500,000 per Fiscal Quarter beginning on December
                  31, 2001, until such amount is reduced to $1,500,000, subject
                  to further reduction per paragraph 1 of Section 10.

XV.      AMENDMENT TO DEFINITION OF FIXED CHARGE COVERAGE RATIO. The definition
of Fixed Charge Coverage Ratio set forth in Section 1 of the Financing Agreement
is hereby amended and replaced in its entirety by the following:

                  FIXED CHARGE COVERAGE RATIO shall mean, for the relevant
                  period, the ratio determined by dividing EBITDA by Fixed
                  Charges.

XVI.     AMENDMENT TO ADD THE DEFINITION OF FIXED CHARGES. Section 1 of the
Financing Agreement is hereby amended to add the following definition thereto:

                  FIXED CHARGES shall mean, for the period in question, without
                  duplication, the sum of (a) the aggregate amount of all
                  principal payments required to be made by the Companies on all
                  Indebtedness during such period (including the principal
                  portion of payments in respect of capitalized leases but
                  excluding, to the extent otherwise included in this clause
                  (a), (i) DCI Capitalized Lease Obligations and (ii) principal
                  payments on the Revolving Loans), plus (b) all unfinanced
                  Capital Expenditures made by any Company during such period
                  (exclusive of DCI Capital Expenditures), plus (c) all federal,
                  state, local and/or foreign income taxes paid or payable by
                  any

                                       4
<PAGE>
                  Company in cash during such period, plus (d) the aggregate
                  amount of all Interest Expense of the Companies during such
                  period, to the extent payable in cash, plus (e) all dividends
                  and other distributions made by Parent to its shareholders
                  during such period, all determined in accordance with GAAP;
                  provided, however, that notwithstanding the foregoing, for the
                  fiscal quarters ending March 31, 2001 and June 30, 2001, Fixed
                  Charges for such fiscal quarters shall be deemed to be
                  $2,540,000 and $4,110,000, respectively.

XVII.    AMENDMENT TO ADD DEFINITION OF INTEREST COVERAGE RATIO. Section 1 of
the Financing Agreement is hereby amended to add the following definition
thereto:

                  INTEREST COVERAGE RATIO means, for the period in question, the
                  ratio of (a) EBITDA during such period to (b) Interest Expense
                  of all of the Companies on a consolidated basis during such
                  period, to the extent payable in cash, all determined in
                  accordance with GAAP.

XVIII.   AMENDMENT TO ADD DEFINITION OF INTEREST EXPENSE. Section 1 of the
Financing Agreement is hereby amended to add the following definition thereto:

                  INTEREST EXPENSE means, for the period in question, without
                  duplication, all gross interest expense of any Company
                  (including, without limitation, all commissions, discounts
                  and/or related amortization and other fees and charges owed by
                  any Company with respect to letters of credit, the net costs
                  associated with any interest rate swap, interest rate cap or
                  other interest rate hedge obligations of any Company,
                  capitalized interest expense, the interest portion of
                  capitalized lease obligations and the interest portion of any
                  deferred payment obligation) for such period, all determined
                  on in accordance with GAAP; provided, however, that
                  notwithstanding the foregoing, for the fiscal quarters ending
                  March 31, 2001 and June 30, 2001, Interest Expense paid in
                  cash for such fiscal quarters shall be deemed to be $1,900,000
                  and $1,980,000, respectively;

XIX.     AMENDMENT TO REFERENCES TO LLCP AND REPLACEMENT WITH REFERENCES TO
ALLIED. The references to LLCP in the Financing Agreement are hereby replaced
with references to Allied (including references to LLCP Loan Documents being
replaced by references to Allied Loan Documents and references to LLCP Debt
being replaced by references to Allied Debt).

XX.      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:

                  (a) not have net income (determined in accordance with GAAP
                  but excluding from the calculation thereof any extraordinary
                  losses resulting from the refinancing by

                                       5
<PAGE>
                  Allied of Indebtedness owing to LLCP) for any Fiscal Quarter
                  of less than zero.

                  (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 (other than with
                  respect to the test date of September 30, 2001, which shall be
                  tested for the one Fiscal Quarter then ended), of not less
                  than the following:

                  Fiscal Quarter ended 9/30/01 - 1.05:1.00
                  Fiscal Quarter ended 12/31/01 - 1.05:1.00
                  Fiscal Quarter ended 3/31/02 - 1.05:1.00
                  Fiscal Quarter ended 6/30/02 - 1.25:1.00
                  Fiscal Quarter ended 9/30/02 - 1.40:1.00
                  Fiscal Quarter ended 12/31/02 - 1.45:1.00
                  Fiscal Quarter ended 3/31/03 - 1.60:1.00
                  Fiscal Quarter ended 6/30/03 - 1.75:1.00
                  Fiscal Quarter ended 9/30/03 - 1.90:1.00
                  Thereafter, at the end of each Fiscal Quarter - 2.05:1.00

                  (c) maintain, on a cumulative basis, at the end of each Fiscal
                  Quarter for the prior four Fiscal Quarter period then ended
                  (other than with respect to the test date of September 30,
                  2001, which shall be tested for the one Fiscal Quarter then
                  ended), EBITDA on a consolidated basis of at least the
                  following amounts:

                  Fiscal Quarter ended 9/30/01 - $2,875,000
                  Fiscal Quarter ended 12/31/01 - $13,500,000
                  Fiscal Quarter ended 3/31/02 - $14,000,000
                  Fiscal Quarter ended 6/30/02 - $14,500,000
                  Fiscal Quarter ended 9/30/02 - $15,250,000
                  Fiscal Quarter ended 12/31/02 - $16,000,000
                  Fiscal Quarter ended 3/31/03 - $17,350,000
                  Fiscal Quarter ended 6/30/03 - $18,000,000
                  Fiscal Quarter ended 9/30/03 - $19,250,000
                  Thereafter, at the end of each Fiscal Quarter- $21,100,000

                  (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 12/31/01 - 5.10:1.00
                  Fiscal Quarter ended 3/31/02 - 5.10:1.00
                  Fiscal Quarter ended 6/30/02 - 4.80:1.00
                  Fiscal Quarter ended 9/30/02 - 4.40:1.00

                                       6
<PAGE>
                  Fiscal Quarter ended 12/31/02 - 4.00:1.00
                  Fiscal Quarter ended 3/31/03 - 3.85:1.00
                  Fiscal Quarter ended 6/30/03 - 3.60:1.00
                  Fiscal Quarter ended 9/30/03 - 3.40:1.00
                  Thereafter, at the end of each Fiscal Quarter - 3.15:1.00

                  (f) maintain, at the end of each Fiscal Quarter for the prior
                  four Fiscal Quarter period then ended (other than with respect
                  to the test date of September 30, 2001, which shall be tested
                  for the one Fiscal Quarter then ended), an Interest Coverage
                  Ratio of at least the following amounts.

                  Fiscal Quarter ended 9/30/01 - 1.45:1.00
                  Fiscal Quarter ended 12/31/01 - 1.80:1.00
                  Fiscal Quarter ended 3/31/02 - 1.90:1.00
                  Fiscal Quarter ended 6/30/02 - 2.05:1.00
                  Fiscal Quarter ended 9/30/02 - 2.25:1.00
                  Fiscal Quarter ended 12/31/02 - 2.40:1.00
                  Fiscal Quarter ended 3/31/03 - 2.55:1.00
                  Fiscal Quarter ended 6/30/03 - 2.70:1.00
                  Fiscal Quarter ended 9/30/03 - 2.75:1.00
                  Thereafter, at the end of each Fiscal Quarter - 2.75:1.00

XXI.     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:

                  (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 $200,000, or

                  (b) 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 the
                  applicable period set forth below, other than DCI 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 such period, other than DCI
                  Capitalized Lease Obligations, would exceed the amount set
                  forth below with respect to such period:

                                       7


<PAGE>


<TABLE>
<CAPTION>
                  Period                                               Amount

<S>                                                                   <C>
                  January 1, 2001 - December 31, 2001                 $4,000,000
                  January 1, 2002 - December 31, 2002                 $4,000,000
                  January 1, 2003 - December 31, 2003
                  and each calendar year thereafter                   $3,750,000; or
</TABLE>

                  (c) make any DCI Capital Expenditure or incur any DCI
                  Capitalized Lease Obligation if the aggregate total amount of
                  all DCI Capital Expenditures and all DCI Capitalized Lease
                  Obligations (including the DCI Capital Expenditure or DCI
                  Capitalized Lease Obligation in question and any and all DCI
                  Capital Expenditures and DCI Capitalized Lease Obligations
                  made or incurred prior to September 26, 2001) would exceed
                  $2,750,000.

XXII.    AMENDMENT TO ADD NEW PARAGRAPH 15 (SOLVENCY) TO SECTION 7. Section 7 of
the Financing Agreement is hereby amended to add a paragraph 15 thereto as
follows:

                  15. As of August 31, 2001, and thereafter as of each request
                  by any Company for an advance, and after giving effect to the
                  transactions contemplated by this Agreement (including the
                  amendment dated on or about September 24, 2001, (i) the fair
                  saleable value of the Companies' assets is greater than the
                  amount required to pay the Companies' total indebtedness
                  (contingent or otherwise), and is greater than the amount that
                  will be required to pay such indebtedness as it matures and as
                  it becomes absolute and matured; (ii) the transactions
                  contemplated hereby are being effectuated without intent to
                  hinder, delay or defraud present or future creditors of any
                  Company; (iii) each Company has sufficient capital to carry on
                  its previous operations and business as conducted as of August
                  1, 2001, and to consummate the transactions contemplated
                  herein; and (iv) the Companies will maintain the
                  above-referenced solvent financial condition for the Companies
                  in the aggregate, giving effect to the debt incurred
                  hereunder, as long as any Company is obligated to CITBC under
                  this Agreement or in any other manner whatsoever.

XXIII.   AMENDMENT TO INTEREST RATES. Paragraph 1(a) of Section 8 of the
Financing Agreement is hereby amended and replaced by the following:

                  1(a). Interest on the Revolving Loan shall be payable monthly
                  as of the end of each month and shall be an amount equal to
                  (a) the Chase Bank Rate plus five-tenths percent (0.5%) per
                  annum on the average of the net balances owing by the
                  Companies to CITBC in the Companies' Revolving Loan Account(s)
                  at the close of each day during such month on balances other
                  than Libor Loans and (b) two and seventy-five hundredths
                  percent (2.75%) plus the applicable Libor on any Libor Loan,
                  on a per annum basis, on the average of the net balances owing
                  by the Companies to CITBC in the Companies' Revolving Loan
                  Account(s) at the close of each day during such month. In the
                  event of any change in said Chase Bank Rate, the rate under
                  clause (a) above shall change, as of the first of the month
                  following any change, so as to remain equal to the Chase Bank
                  Rate. The rate hereunder shall be

                                       8
<PAGE>
                  calculated based on a 360-day year. CITBC shall be entitled to
                  charge the Companies' Revolving Loan Account(s) at the rate
                  provided for herein when due until all Obligations have been
                  paid in full.

XXIV.     AMENDMENT TO SECTION 10 (EVENTS OF DEFAULT) REGARDING PREPAYMENT OF
ALLIED INDEBTEDNESS. Clause (z) of subparagraph (i) of paragraph 1 of Section 10
of the Financing Agreement is hereby amended to provide that no prepayment of
the Indebtedness owing to Allied is permitted and any such prepayment shall be
an Event of Default except for:

         (X) a prepayment other than a prepayment of any portion of the Deferred
Interest Tranche (as defined in the Allied Loan Documents as in effect as of the
date hereof) which satisfies all of the following conditions: (a) such
prepayment, when taken together with all other permitted prepayments of Allied
Indebtedness, is less than or equal to $5,000,000; (b) the Revenue in Excess of
Billing Loan Cap shall be reduced by the amount of such prepayment; (c) the
Revolving Loans shall be repaid by the amount of any such prepayment made to
Allied; (d) such prepayment to Allied shall not exceed 50% of Excess Cash Flow
as of the end of the immediately preceding month; (e) there shall exist at least
$3,000,000 of unused Availability (with all of the Companies' debts, payables
and other liabilities kept current) after giving effect to such prepayment; (f)
no Default or Event of Default shall have occurred and be continuing or result
from such prepayment; and (g) CITBC shall have been paid a fee of one percent
(1%) of the prepayment paid to Allied; or

         (Y) a prepayment of any portion of such Deferred Interest Tranche which
satisfies all of the following conditions: (i) there shall exist at least
$3,000,000 of unused Availability (with all of the Companies' debts, payables
and other liabilities kept current) after giving effect to such prepayment; and
(ii) no Default or Event of Default shall have occurred and be continuing or
result from such prepayment;

         Provided, that the foregoing does not constitute any consent by CITBC
to any sale or other disposition of assets other than as permitted under Section
6, paragraph 4, or Section 7, subparagraph D of paragraph 9 of the Financing
Agreement, and any prepayment of Allied Indebtedness from the proceeds of
disposition of Assets without the prior written consent of CITBC shall be an
immediate Event of Default.

XXV.     CONSENT TO ALLIED INDEBTEDNESS. Notwithstanding any of the provisions
of the Financing Agreement to the contrary, CITBC hereby consents to the
incurrence of the Indebtedness by the Companies pursuant to the Allied Loan
Documents.

XXVI.    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 the execution, delivery and performance by the Companies
of this Letter Amendment and the Financing Agreement as amended hereby.

                                       9
<PAGE>
XXVII.   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 Letter Amendment shall govern.

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

                  (a)      an executed counterpart of this Letter Amendment
                           executed by the Company.

                  (b)      payment of a non-refundable fee of $250,000 which
                           shall be paid as a loan advance under the Financing
                           Agreement.

                  (c)      an executed counterpart of the Intercreditor
                           Agreement, duly executed by Allied and the Companies.

                  (d)      receipt of the Companies financial statements for the
                           month ended July 31, 2001.

                  (e)      receipt of financial projections for the Fiscal Years
                           ending December 31, 2001, December 31, 2002, and
                           December 31, 2003.

                  (f)      evidence satisfactory to CITBC that the Companies
                           have at least $1,500,000 of unused Availability after
                           giving effect to the new Allied Indebtedness and all
                           other transactions contemplated under the Allied Loan
                           Documents and hereunder (with all of the Companies'
                           debts, payables and other liabilities kept current).

                  (g)      an fully executed copy of the Allied Loan Documents
                           and confirmation of the funding of the full amount of
                           the Allied Debt as contemplated under the Allied Loan
                           Documents.

                  (h)      an executed counterpart of the Deed of Trust
                           previously submitted to the Companies by CITBC for
                           execution with respect to certain of the Companies'
                           Arizona real property.

                  (i)      payment in full of all fees and expenses of CITBC
                           incurred in connection with this Letter Amendment and
                           the Allied Loan Documents.

         3. This Letter Amendment 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.

                                       10
<PAGE>
         Except as set forth herein no other 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 December 31, 2000. If the
foregoing is in accordance with your understanding, please so indicate by
signing and returning the enclosed copy of this Letter Amendment.

                                            Very truly yours,

                                            THE CIT GROUP/BUSINESS CREDIT, INC.

                                            By:   /s/  Jeffrey Chiu
                                                  -----------------------------
                                            Title:     AVP
                                                  -----------------------------

AGREED:

SIMULA, INC.,
an Arizona corporation

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

Title:     President and Chief Executive Officer
      ------------------------------------------------

SIMULA ARTCRAFT INDUSTRIES, INC.,
an Arizona corporation

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

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


AI CAPITAL CORP. ,
an Arizona corporation

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

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

                                       11
<PAGE>
SIMULA TRANSPORTATION EQUIPMENT CORPORATION,
an Arizona corporation

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

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


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

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

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


SIMULA AUTOMOTIVE SAFETY
DEVICES, INC.,
an Arizona corporation

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

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


SIMULA COMPOSITES
CORPORATION,
an Arizona corporation

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

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


SIMULA POLYMER SYSTEMS, INC.,
an Arizona corporation

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

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

                                       12
<PAGE>
SIMULA SAFETY SYSTEMS, INC.,
an Arizona corporation

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

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


SIMULA TECHNOLOGIES, INC..
an Arizona corporation

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

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


SIMULA AUTOMOTIVE SAFETY
DEVICES, LIMITED,
an Arizona corporation

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

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


CCEC CAPITAL CORP.,
an Arizona corporation

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

Title:  President
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