SAFARI ASSOCIATES INC, 10SB12G, 2000-04-04

SAFARI ASSOCIATES INC
10SB12G, 2000-04-04

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-SB/A

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934

Safari Associates, Inc.
- -----------------------
(Name of Small Business Issuer in its charter)

Utah Fed ID 87-9369569
----------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

64 Edson Street, Amsterdam, New York 12010
- -------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (518) 842-6500
--------------

Securities to be registered under Section 12(b) of the Act:

None

Securities to be registered under Section 12(g) of the Act:

Common Stock, $.001 par value
-----------------------------
(Title of Class)

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ITEM 1. DESCRIPTION OF BUSINESS

Safari Associates, Inc., (the "Company") is the successor corporation
to Mag Enterprises, Inc., a Utah Corporation incorporated on July 30, 1980. Mag
Enterprises, Inc., issued a total of 600,000 shares of its $0.001 par value
common stock to its officers, directors and founders. In August, 1980, the
Company offered 2,000,000 shares of its common stock, par value $0.001, at $0.25
a share pursuant to an original Offering Circular having an effective date of
August 7, 1980. The Offering Circular was filed with the Utah Securities
Commission. The offer was made pursuant to a Section 3(a)(11) exemption from
registration of the Securities Act of 1933 as amended. The entire offering was
sold resulting in net proceeds to the Company of $44,000.00. Thereafter, on or
about July 5, 1981, the shares of common stock of the Company became eligible
for interstate trading. From on and about July 5, 1981 through December, 1986,
the Company's sole asset and business was the owning of mining leases. From 1983
until on or about April, 1988, Mag Enterprises, Inc., was listed in the Pink
Sheets of the National Quotation Bureau. From its inception in 1980 through
November 1986, the Company was virtually dormant. In December, 1986, the Company
acquired all of the issued and outstanding common stock of American
International Airboat Company, Inc., a Florida corporation that manufactured and
sold aluminum airboats. In late 1987, American International Airboat Company,
Inc., had its assets seized and sold for unpaid federal taxes. Mag Enterprises,
Inc., reverted to being a corporation without any active business.

That on or about August 10, 1993, Mag Enterprises, Inc., entered into an
Agreement and Plan of Reorganization with the owners of all of the issued and
outstanding common stock of Safari Enterprises, Inc., a Delaware corporation. At
the time Safari Enterprises, Inc., had two wholly owned subsidiaries; Safari
Boat Company, Inc., and Safari Lure Company, Inc., both subsidiaries organized
and existing under and pursuant to the laws of the State of New York. On the
date of the Agreement and Plan of Reorganization, Mag Enterprises, Inc., had
authorized capital of 100,000,000 common shares, $0.0001 par value of which
5,500,000 shares were issued and outstanding, fully paid and non-assessable.
Pursuant to the Agreement and Plan of Reorganization, the stockholders of Mag
Enterprises, Inc., voted their stock to effectuate a 1 for 10 reverse split and
to increase the par value per share to $0.001 so that on the date of the
closing, the total number of shares of Mag Enterprises, Inc., common stock,
issued and outstanding was 550,000, $0.001 par value.That at the closing, the
stockholders of Safari Enterprises, Inc., were issued a total of 4,950,000
restricted shares of common stock of Mag Enterprises, Inc., having a par value
of $0.001. The total number of shares of common stock , $0.001 par value, issued
and outstanding after the closing was 5,500,000 shares.

On September 10, 1993, Articles of Amendment to the Articles of Incorporation of
Mag Enterprises, Inc., were filed with the State of Utah, Department of
Commerce, Division of Corporations and Commercial Code to change the authorized
par value of its common stock from $0.0001 to $0.001 and to change its name from
Mag Enterprises, Inc., to Safari Associates, Inc.

By an Offering Memorandum dated December 7, 1993, the Company offered for sale
600,000 shares of its common stock, par value $.001, at a price of $0.50 per
share. The shares were sold to a total of fifty individual investors. The
offering was made in accordance with an exemption from registration with the
United States Securities And Exchange Commission pursuant to the terms and
conditions of Regulation D, Section 230.504 of the Securities Act of 1933 as
amended.

By an Offering Memorandum dated October 14, 1994, the Company offered for sale
350,000 shares of its common stock, par value $0.001, at a price of $1.50 per
share. The total number of shares offered were sold to individual investors. The
offering was made in accordance with an exemption from registration with the
United States Securities And Exchange Commission pursuant to the terms and
conditions of Regulation D, Section 230.504 of the Securities Act of 1933, as
amended.

From 1993 through 1996, the Company had two operating wholly owned subsidiaries.
These were Safari Boat Company, Inc., and Safari Lure Company, Inc. Safari Boat
Company, Inc., manufactured and distributed a fiber glass Jon boat. Safari Lure
Company, Inc., distributed cedar wood fishing lures. By the

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end of 1996, management of the Company decided that both of these subsidiaries
could not generate sufficient sales or profits to merit continuing operations.
The operations of both wholly owned subsidiaries were discontinued at the end of
1996.

The Company now has four wholly owned operating subsidiaries., Safari Camera
Corporation, Photography For Evidence, Inc., Impact Dampening Technology, Inc.,
and Safari Target Corporation. The Company also owns all of the issued and
outstanding common stock of Safari Enterprises, Inc. and Shoothru, Inc.

Safari Camera Corporation, a New York Corporation was organized on March 2,
1998. It is in the business of reloading single-use (disposable) cameras, which
it sells to distributors and retail stores.

Photography For Evidence, Inc., a New York corporation was organized on November
25, 1997. The Company filed a Certificate of Doing Business under the name Smith
& Wesson(R) Cameras on December 17, 1997. Smith & Wesson(R) Cameras has an
exclusive license from Smith & Wesson Corp. to make, use and sell single-use
(disposable) cameras and conventional film using cameras under the Smith &
Wesson(R) brand name. Smith & Wesson(R) Cameras markets its single-use
disposable cameras to federal, state and local law enforcement agencies.

Impact Dampening Technology, Inc., a New York corporation, was organized on
January 29, 1998. The Company filed a Certificate of Doing Business under the
name Smith & Wesson(R)Recoil Pad Company on February 10, 1998. Smith &
Wesson(R)Recoil Pad Company has an exclusive license from smith & Wesson Corp.,
to make use and sell recoil pads under the Smith & Wesson(R)brand name.

Safari Target Corporation was organized under and pursuant to the laws of the
State of New York on August 2, 1999. It filed a Certificate of Doing Business
under the name Smith & Wesson(R) Targets on August 20, 1999. Smith & Wesson(R)
Targets has an exclusive license from Smith & Wesson Corp., to make use and sell
targets under the Smith & Wesson(R) brand name.

Safari Camera Corporation is in the business of reloading single-use
(disposable) cameras which it sells to distributors and retailers. The Company
purchases used single-use camera shells from photo labs and others and reloads
these cameras with film and if a flash camera, with a battery. Batteries and
film are purchased from battery and film manufacturers and distributors. These
reloaded single-use cameras are then placed in new packaging and sold. Some
packaging is private label for retailers and for promotions. Other cameras are
sold in generic SAFARI packaging. The raw materials required for this business
are used camera shells, batteries and film. This business is highly competitive
as to pricing and purchasing used single-use camera shells from photo labs. The
Company has limited its distribution and solicits small niche markets so as to
try to avoid the competition for camera shells and customers. Safari Camera
Corporation also reloads single-use cameras for Smith & Wesson(R) Cameras.

The Company has a field representative organization that solicits customers. It
also has a web site that solicits business. At the present, the Company is
dependent on about fifteen customers for most of its business. If these
customers discontinue purchasing from the Company, it will have to cease
operations. If a few discontinue, then it will be necessary to substantially
curtail the Company's operations.

The Company has eight full time employees. These employees devote about ninety
percent of their time in the operations of Safari Camera Corporation. The
balance of their time is devoted to the businesses of the three other operating
wholly owned subsidiaries of Safari Associates, Inc. The operations of Safari
Camera Corporation and the other three wholly owned operating subsidiaries are
located at 64 Edson Street, Amsterdam, New York 12010. (See Item 3. "Description
of Property").

On or about February 13, 1998, Fuji Photo Film Co., of Tokyo, Japan, filed a
complaint with the United States International Trade Commission (ITC) charging
that certain Asian manufacturers and Asian reloaders of single-use cameras and
United States importers of those cameras were infringing on fifteen of
Fujifilm's United States patents allegedly covering one-time use cameras. On or
about April 21, 1999, the ITC ruled in favor of Fuji. The case is now on appeal
in the United States Court of Appeals for the Circuit

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of Washington, D.C. It is expected that the appeal process will take
approximately two years. Should Fuji prevail, the decision would not be binding
upon United States reloaders of single-use cameras. However, the decision will
be persuasive precedent as to United States reloaders. Should Fuji prevail on
the appeal and thereafter bring lawsuits for patent infringement against United
States reloaders, including Safari Camera Corporation, the Company may have to
discontinue its reloading operations.

Smith & Wesson(R) Cameras, is an exclusive licensee of Smith & Wesson Corp. It
distributes single-use cameras to federal, state and local law enforcement
agencies. It has sold its single-use cameras to approximately 700 law
enforcement agencies. The cameras are reloaded single-use flash cameras. The
cameras are reloaded by Safari Camera Corporation. Sales are generated through
direct mail advertising and trade shows. A royalty of five percent of sales is
paid to Smith & Wesson Corp. The business operations of Smith & Wesson(R)
Cameras are subject to the same risks as set forth for Safari Camera
Corporation.

Smith & Wesson(R) Recoil Pad Company is an exclusive licensee of Smith &
Wesson(R) Corp. It has private label recoil pads manufactured by Hartlee
Systems, Inc. The recoil pads are designed by Smith & Wesson(R) Recoil Pad
Company and the molds necessary to manufacture the recoil pads are purchased by
Smith & Wesson(R) Recoil Pad Company. It distributes these recoil pads under the
Smith & Wesson(R) brand name. Two models of recoil pads are manufactured for the
Company. The "Safari" model is conventional as it is fitted to the stock of a
shotgun or rifle. The Smith & Wesson(R) self adhesive shoulder recoil pad is
unique as it self adheres to the outer garment being worn by the user. The two
models of recoil pads are now being test marketed. The market for recoil pads is
divided among three or four companies, not including Smith & Wesson(R) Recoil
Pad Company. Between Packmayr and Kick-Eez, they have approximately eighty
percent of the market. Both of these companies have a complete line of recoil
pads to fit almost every rifle and shotgun now being manufactured and those
manufactured and sold since 1929. Packmayr manufactures rubber recoil pads.
Kick-Eez manufactures Sorbathane(R) recoil pads. Smith & Wesson(R) Recoil Pad
Company has its recoil pads produced using a different material. If the test
marketing shows that the recoil pads manufactured for Smith & Wesson(R) Recoil
Pad Company are superior to those now on the market, it will be necessary for
the Company to design and purchase production molds for a complete line of
recoil pads in order for it to compete with Packmayr and Kick-Eez. On September
30, 1999, Smith & Wesson(R) Recoil Pad Company entered into a consulting
agreement with Mark Hendricks with regard to the design of new recoil pads. The
Company does not have the capital to purchase the molds that would be required
to manufacture the recoil pad models necessary to compete. Furthermore, it does
not have the capital for inventory and advertising. Should the test market prove
favorable, the Company does not know whether it can raise the necessary capital
or if said capital can be raised, whether it can be raised on terms favorable to
the Company.

Smith & Wesson(R) Targets has an exclusive license from Smith & Wesson Corp., to
make use and sell targets under the Smith & Wesson(R) brand name. At the present
time the Company is test marketing a self-sealing target intended to replace
steel knock down targets. Unlike steel targets, when a bullet strikes the Smith
& Wesson(R) self sealing target it passes through and knocks the target down
without the danger of fragmentation, splatter and ricochet. The hole caused by
the bullet passing through the target self-seals. Depending on the size of the
target, the caliber and type of bullet, a target can self-seal for as many as
2500 hits. A few other companies are manufacturing and distributing a similar
target. Presently, these targets are being manufactured for the Company by
Creative Urethanes, Inc. using prototype molds. Customers are being solicited
through direct mail and trade shows. Should the test market prove successful, it
will be necessary to purchase production molds for the targets and to advertise
and inventory targets. The Company does not have the capital that would be
required to produce sufficient production molds and to purchase advertising and
inventory to successfully penetrate the target market. Also, the Company does
not know whether it will be able to raise the required capital and if it can
raise the capital whether it can do so on terms favorable to the Company.

Shoothru, Inc., a New Jersey corporation, was acquired by the Company
in March, 1998. Shoothru, Inc., had developed and designed a product line of
self-sealing reactive targets. The operations of Shoothru, Inc., are now
conducted by Smith & Wesson(R)Targets.

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On January 1, 1998, Smith & Wesson Corp., Springfield, Massachusetts,
granted Safari Enterprises, Inc., an exclusive Trademark License to make, use
and sell single-use and conventional film using still cameras under the Smith &
Wesson(R) brand name in the in the United States, its possessions and Canada.
The term of the License is from January 1, 1998 to January 30, 2001. The license
agreement provides that Safari Enterprises, Inc., will pay Smith & Wesson Corp.,
a minimum royalty of $15,000 the first eighteen months; $25,000 the next twelve
months and $35,000 the final twelve months. The minimums are to paid against a
royalty of 5% of net sales, whichever is greater. The license further provides
that Safari Enterprises, Inc., can assign the license to an affiliate company
under the same control as Safari Enterprises, Inc. On January 12, 1998, the
License was amended by adding recoil pads for firearms, effective January 1,
1998. The minimum royalties were not increased and covered both products. On May
18, 1999, the License was further amended to include targets for firearms
effective January 1, 1998. Again, the minimum royalties were not increased. On
November 25, 1997 the Company organized a wholly owned subsidiary, Photography
For Evidence, Inc., under the laws of the State of New York. On Decemer 17, 1997
Photography For Evidence, Inc., filed a Certificate of Doing Business under the
name Smith & Wesson Cameras. The license agreement was assigned to Smith &
Wesson(R) Cameras. On January 29, 1998 the Company organized a wholly owned
subsidiary, Impact Dampening Technologies, Inc., a New York Corporation. On
February 10, 1998 Impact Dampening Technologies, Inc., filed a Certificate of
doing business under the name Smith & Wesson(R) Recoil Pad Company. Safari
Enterprises, Inc., assigned its exclusive recoil pad License to Smith &
Wesson(R) Recoil Pad Company. On August 2, the Company organized Safari Target
Corporation, a New York Corporation. On August 20, 1999, Safari Target
Corporation filed a Certificate of doing business as Smith & Wesson(R) Target
Company. Safari Enterprises, Inc., assigned its target license to Smith & Wesson
Target(R) Company.

ITEM 2. MANAGEMENT'S DISCUSSUION AND ANALYSIS OR PLAN OF OPERATION

Results of operations

Net revenue for the year ended December 31, 1999 was $468,671 as compared to
$411,409 for the year ended December 31, 1998, an increase of approximately 14%.
The increase was wholly attributable to the Company's sale of reloaded
single-use cameras. The gross profit for the year ended December 31, 1999
increased by $2,961; approximately 3% over the year ended December 31, 1998.
Direct labor increased by approximately $20,000 to approximately 20% of the cost
of sales in 1999, versus approximately 16% in the year 1998. The increased cost
resulted from the Company hiring and training several inexperienced employees in
anticipation of greater production demands in the year 2000. As a result, the
gross profit for the year ended December 31, 1999 was 23% of gross sales
compared to 25.5% in 1998. Selling expenses for the year ended December 31,
1999, were $40,283 compared to $77,639 for the year ended December 31, 1998, a
decrease of $37,356. The most significant changes in selling expenses were in
the following categories. Advertising decreased in the year ended December, 1999
by approximately $7, 766 from the year ended December 31, 1998.In the year ended
December 31, 1999, commissions decreased by approximately $14, 958; postage and
mailings decreased by $6,003 and trade show expenses decreased by approximately
$10,000. In 1999, the Company concentrated on improving efficieny and its
ability to deliver orders after having concentrated more heavily in 1998 on
marketing.

General and administrative expenses for the year ended December 31, 1999 were
$225,342 compared to $166,937 for the year ended December 31, 1998. The most
significant changes in general and administrative expenses in 1999 compared to
1998 consist of the following: Legal expenses related to litigation was $13,534,
consulting increased by approximately $13,000, office equipment rentals
increased by approximately $5,349, insurance increased by $8,320, professional
fees increased by $5,000 and utilities by approximately $7,500.

Year ended December 31, 1998 compared to year ended December 31, 1997

Revenues for the year ended December 31, 1998 increased to $411,409 compared to
$127,514 for the year ended December 31, 1997, an increase of over 130%. In
1998, the Company concentrated on increasing sales through telemarketing, trade
shows and advertising. The foregoing resulted in increased sales. Gross profits
for the year ended December 31, 1998, were $105,134 compared to a gross loss of
$11,543 for the

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year ended December 31, 1997. In 1997, the Company was still in the development
stage and incurred costs associated with setting up production and training
production employees. In addition, the production process was revised several
times which resulted in a gross profit in 1998.

Liquidity and Capital Resources

As of December, 1999, the Company had $268,272 in current assets and $594,533 in
current liabilities. Approximately $265,000 of the current assets and $379,300
of the current liabilities are those of the Company's four wholly owned
operating subsidiaries. The remainder are current liabilities of Safari
Enterprises, Inc., Safari Boat Company, Inc., and Safari Lure Company, Inc. The
sole asset of Safari Enterprises, Inc., is the property located at 64 Edson
Street, Amsterdam, New York.(See: Part 11, Item 2. Legal Proceedings).Should
Safari Enterprises, Inc., prevail on its appeal, this asset will have a book
value of approximately $166,163. Of the current liabilities, approximately
$180,822 are liabilities of Safari Enterprises, Inc. About $74,832 of said
current liabilities may be secured by the property located at 64 Edson Street,
Amsterdam, New York. (See: Part 11, Item 2. Legal Proceedings). The balance of
the current liabililities owed by Safari Enterprises, Inc., are unsecured and,
in the opinion of the Company, uncollectible from the Company or from Safari
Enterprises, Inc. The Company is investigating obtaining a capital investment or
long term loan of approximately $114,399, that being the difference between the
current liabilities of the four operating wholly owned subsidiaries and their
current assets. However, there is no assurance that the Company can obtain the
required capital investment or long term loan, or if it can obtain such a
capital investment or long term loan, that it will be on terms favorable to the
Company. Should the Company be unable to secure the capital investment or long
term loan, the Company may have to discontinue its operations.

ITEM 3. DESCRIPTION OF PROPERTY

The principal office and plant of the Company and its wholly owned
subsidiaries is located at 64 Edson Street, Amsterdam, New York. It is the
location where Safari Camera Corporation reloads single-use cameras and is the
shipping point for the products produced and distributed by the Company and its
wholly owned subsidiaries. The building is occupied solely by the Company and
its wholly owned subsidiaries. The Company claims its right to occupancy through
its wholly owned subsidiary, Safari Enterprises, Inc. (See: Part II, Item 2.
Legal Proceedings).

The premises is a two story concrete block building built on
approximately two acres, having 5,000 square feet on the first floor and 1,500
square feet on the second floor. Approximately 4,000 square feet on the first
floor are used for single-use camera reloading and storage of raw materials and
inventory. The balance of the 5,000 square feet on the first floor contains
three offices, bathroom facilities and an entrance vestibule. The second floor
contains 1,500 square feet that is used for single-use camera reloading, an
employee kitchen area and storage.

Legal proceedings are pending as a result of a dispute between Safari
Enterprises, Inc., and the Amsterdam Industrial Development Agency as to the
ownership of the premises and right to occupancy by Safari Enterprises, Inc.
(See Part II, Item 2. Legal Proceedings).

Lillian Berger, Secretary-Treasurer and a director of the Company,
loaned the Company $39,500 and has a mortgage dated October 21, 1996 to secure
the loan on premises 64 Edson Street, Amsterdam, New York.

The Company has no policy with respect to investments in real estate or
interests in real estate and no policy with respect to investments in real
estate mortgages. Further, the Company has no policy with respect to investments
in securities of or interests in persons primarily engages in real estate
activities.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the
stock ownership of each person

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known by the Company to be the beneficial owner of five percent or more of the
Company's Common Stock, each executive officer and director individually and all
executive officers and directors of the Company as a group. No other class of
voting securities is outstanding. Each person is believed to have sole voting
and investment power over the shares except as noted.

(a) Security ownership of certain beneficial owners

<TABLE>
<CAPTION>
Title of Class Name and Address of Amount and Nature (1) Percent
- -------------- Beneficial Owner of Beneficial Owner of Class(2)
------------------- ------------------- -----------

<S> <C> <C> <C>
Common Lillian Berger(3)
13 Eastbourne Drive
Spring Valley, NY 10977 4,010,000 50.6%

Common Morton Berger(4)
13 Eastbourne Drive
Spring Valley, NY 10977 268,500 3.4%

(b) Security ownership of management

Title of Class Name and Address of Amount and Nature (1) Percent
- --------------- Beneficial Owner of Beneficial Owner of Class(2)
------------------- ------------------- -----------

Common Lillian Berger(3) 4,010,000 50.6%
13 Eastbourne Drive
Spring Valley, NY 10977

Common Morton Berger(4)
13 Eastbourne Drive
Spring Valley, NY 10977 268,500 3.4%

Common Includes all Officers and
Directors of the Company

As a group (2 persons) 4,278,500 54%
</TABLE>

(1) Includes the amount of shares each person or group has the right to
acquire within 60 days pursuant to options, warrants, rights,
conversion privileges or similar obligations.

(2) Based upon 7,923,770 shares outstanding, plus the amount of shares each
person or group has the Right to acquire within 60 days pursuant to
options, warrants, rights, conversion privileges or similar
obligations.

(3) Lillian Berger is secretary-treasurer and a director of the Company.

(4) Morton Berger is president and a director of the Company.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Name Age Position With Company Year First Became
- ---- --- --------------------- -------------------
Director or Officer
-------------------
Morton Berger 72 President/Director 1986

Lillian Berger 69 Secretary/Director 1986

Each director serves until the next annual meeting of Shareholders and
until his respective

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Successor is duly elected and qualifies: Executive officers are elected by the
Board of Directors to serve at the discretion of the directors.

MORTON BERGER - President/Director- He has been an officer and director
of the Company since 1986. He has been the chief operating officer of the
Company since September, 1993. Mr. Berger graduated from New York University Law
School in June, 1952.

LILLIAN BERGER- Secretary-Treasurer/Director. She graduated from Hunter
College in June 1951, Phi Beta Kappa and Cum Laude. Her major at Hunter College
was economics and she was president of the Economics Society. She holds a Common
Branches License in the State of New York so as to teach up to the eighth grade.
She taught at P.S. 42 in the Bronx, New York, from September to June, 1957. She
then taught in the Port Chester New York Public Schools from September, 1967 to
June, 1986, when she retired.

ITEM 6. EXECUTIVE COMPENSATION

No Company executive other than Morton Berger has drawn or accrued a
salary. Since April, 1994, Morton Berger has had an agreement to be paid a
salary of $1,000 a week. He has never been paid his full salary and has been
accruing his unpaid salary. From April 1, 1994 to December 31, 1999, the Company
owes Morton Berger, president of the Company, accrued salary in the amount of
$272,500.00.

ITEM 7 CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

During the past two years the Company has not been a party to a
transaction or proposed transaction with any person described in Reg. Sec.
228.404(a) except for the sale of 50,000 shares of the Company's $0.001 par
value restricted Common Stock for $0.25 a share to Lillian Berger, an officer
and director of the Company as set forth in Item 4 of Part II hereof.

ITEM 8 DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, par value $0.001 per share of which 7,973,770 shares are
presently issued and outstanding.The holders of Common Stock (I) have equal
rights to dividends from funds legally available therefore, when, as and if
declared by the Board of Directors of the Company; (ii) are entitled to share
ratably in all of the assets of the Company available for distribution to
holders of Common Stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive subscription or conversion
rights and there are no redemptive or sinking fund provisions applicable
thereto; and (iv) are entitled to one non-cumulative vote per share on all
matters which stockholders may vote on at all meetings of shareholders.

The Company's common stock is covered by a certain Securities and
Exchange Commission rule that requires additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers,accredited investors, generally institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and transaction prior to the sale.
Consequently, the rule may affect the ability of the broker-dealer to sell the
Company's securities and also may affect the ability of purchaser's of the
Company's stock to sell their shares in the secondary market.

PART 11

ITEM 1 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(A) Market Information:

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The Company's Common Stock is traded over-the-counter on the Electronic
Bulletin Board maintained by the National Association of Securities Dealers
under the symbol "SAFR". There is no assurance that the Common Stock will
continue to be quoted or that any liquidity exists for the Company's
Shareholders.

The following table sets forth the quarterly quotes of high and low
prices for the Company's Common Stock on the OTC Bulletin Board during fiscal
year 1998 and 1999.

Fiscal 1999 High Low

March 31, 1999 $0.25 ` $0.125
June 30, 1999 $0.81 $0.25
September 30, 1999 $0.43 $0.14
December 31, 1999 $0.43 $0.15

Fiscal 1998

March 31, 1998 $0.75 $0.375
June 30, 1998 $0.375 $0.21
September 30, 1998 $0.315 $0.187
December 31, 1998 $0.315 $0.20

The source of this information is Bloomberg Quotation Services and
broker-dealers making a market in the Company's Common Stock. These prices
reflect inter-dealer prices, without retail markup, mark-down or commission and
may not represent actual transactions.

(B) Holders

As of March, 2000, there were approximately 239 stockholders of record
of the Company's Common stock. This number does not include beneficial owners
who held shares at broker/dealers in "Street Name"

The Company has paid no cash dividends on its Common Stock and
management does not anticipate that such dividends will be paid in the
foreseeable future.

ITEM 2 Legal Proceedings

On April 8, 1998, the Amsterdam Industrial Development Agency,
Plaintiff, commenced a legal action against Safari Enterprises, Inc., Defendant,
in the Supreme Court of the State of New York, County of Montgomery. The
Plaintiff is seeking to foreclose upon the interest of the Defendant in a lease
between the Plaintiff, as landlord and the Defendant, as tenant, for premises 64
Edson Street, Amsterdam, New York and for damages for rent in arrears, including
certain real estate taxes. The Defendant claims that it is the owner of premises
64 Edson Street, Amsterdam, New York and that plaintiff could not lease it
property that defendant owns.

In or about September, 1993, the plaintiff, in order to induce the
defendant to move its plant from Murrells Inlet, South Carolina to Amsterdam,
New York, and to construct a plant in Amsterdam, New York, agreed to sell the
defendant approximately two acres of land in the Edson Street Industrial Park
for $4,500.00 on the condition that the Defendant, within one year from the date
of receiving a conveyance of the property, build a 5,000 square foot industrial
building on the property. By deed dated October 4, 1993, the property was
conveyed to the Defendant. The aforesaid condition was set forth in the deed.
There was an oral understanding between the Defendant and the Plaintiff that the
Plaintiff would finance the construction of the industrial building to the
extent of fifty percent of the cost of construction, not to exceed

9
<PAGE>

$85,000.00. The Plaintiff also agreed that the Defendant would not pay certain
real estate taxes for a period of five years from the date of the issuance of a
Certificate of Occupancy for the premises. The loan was to be repaid over a
period of ten years together with interest at the rate of 8% per annum.

After the Defendant started construction, the Plaintiff insisted that
it would only make the loan if the Defendant conveyed the property to the
Plaintiff and signed a ten year lease in which it agreed to pay a monthly rental
that would repay an $85,000.00 loan with 8% interest over the term of the lease.
The Defendant argued that the arrangement violated their agreement. Also, the
proposed lease contained a paragraph that required the Defendant to pay the real
estate taxes that the Plaintiff had agreed would not be payable during the first
five years after the issuance of the Certificate of Occupancy. As the Defendant
had moved from Murrells Inlet, South Carolina, relying on the representations
and agreement of the Plaintiff, and had purchased the property and commenced
construction, it was forced to deed the property to the Plaintiff and execute
the lease in order to obtain its financing. Between the cost of the land,
construction and architect and other fees, the property cost the Defendant
approximately $192,000.00.

In 1997, the Defendant was offered additional financing by one of its
stockholders, based upon its equity in premises 64 Edson Street. However,
because of the contention of the Plaintiff that Defendant did not have title or
any equity in the premises, the proposed financing could not be obtained. At
this point, the Defendant stopped making "lease payments" to the Plaintiff. The
Plaintiff then commenced the pending litigation against the Defendant.

A motion for Summary Judgment in favor of the Plaintiff was granted on
September 23, 1999. The decision was settled by an Order of Reference dated
October 6, 1999 and entered on October 20, 1999. The Order appointed a Referee
to determine the amount due to the Plaintiff from the Defendant. As of October
14, 1999, the amount was computed as $45,369.17 with interest to continue
thereafter. The Defendant filed a timely Notice of Appeal.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, the Company sold restricted shares of its
$0.001 par value Common Stock without registering the securities under the
Securities Act of 1933, as amended.

From May 19, 1996 to and including December 4, 1996, the Company
borrowed a total of $139,500 from ten individual stockholders of the Company.
Each loan was evidenced by a two year convertible promissory note executed by
the Company. The convertible notes provided for interest at the rate of 12% per
annum and further provided that the notes were convertible into Common Stock of
the Company at $1.50 a share. Every lending stockholder executed an investment
letter upon which the Company relied to establish that the transaction was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended. No broker or underwriter was involved in the transactions. No
commissions were paid. Thereafter, in January, 1999, nine of the ten lending
stockholders converted their loans into Common Stock of the Company at an agreed
upon $0.60 a share. At the time of conversion, the lending stockholders were
owed their principal and over two years accumulated interest at 12% per annum.
Principal and two years interest owed to the nine converting stockholders was
$149,400. Interest accrued in excess of two years was waived. As a result, in
January, 1999, 249,000 shares of the Company's Common Stock was issued to the
nine lending stockholders who elected to convert. The proceeds was used as
working capital.

On or about January 7, 1997, the Company sold 165,000 shares of its
$0.001 par value restricted Common Stock to Mr. John Bruno at a price of $0.35
per share. Mr. Bruno executed an investment letter upon which the Company relied
to establish that the transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended. No broker or underwriter
was involved in the transaction and no commission was paid. The proceeds was
used for working capital.

10
<PAGE>

On or about June 24, 1997, the Company sold 82,500 shares of its $0.001
par value restricted Common Stock to Richard Mahla at a price of $0.49 per
share. Mr. Richard Mahla executed an investment letter upon which the Company
relied to establish that the transaction was exempt from registration pursuant
to section 4(2) of the Securities Act of 1933, as amended. No broker or
underwriter was involved in the transaction and no commission was paid. The
proceeds were used for working capital.

On or about June 24, 1997, the Company sold 82,500 shares of its $0.001
par value restricted Common Stock to Ronald Mahla at a price of $0.49 per share.
Mr.Ronald Mahla executed an investment letter upon which the Company relied to
establish that the transaction was exempt from registration pursuant to section
4(2) of the Securities Act of 1933, as amended. No broker or underwriter was
involved in the transaction and no commission was paid. The proceeds were used
for working capital.

On or about September 2, 1997, the Company sold 10,000 shares of its
par value $0.001 restricted Common Stock to Brian Sheppard at a price of $0.35
per share. Mr. Sheppard executed an investment letter upon which the Company
relied to establish that the transaction was exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933, as amended. No broker or
underwriter was involved in the transaction and no commission was paid. The
proceeds were used for working capital.

On Jamuary 31, 1998, the Company entered into an agreement with the
owners of all the issued and outstanding Common Stock of Shoothru, Inc., a New
Jersey corporation. It was agreed that the stockholders of Shoothru, Inc., would
exchange their Shoothru, Inc., stock for 210,000 shares of restricted Common
Stock of the Company. Each of the Shoothru, Inc., stockholders executed an
investment letter upon which the Company relied to establish that the
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended. Shoothru, Inc., had developed a line of
self-sealing targets. The exchange of stock was completed in March, 1998. At the
time of the exchange, Shoothru, Inc., had a book value of $12, 020.00. On
January 31, 1998, the Company entered into a one year consulting agreement with
Thomas W. Miller, the president of Shoothru, Inc. In exchange for his consulting
services with regard to the target business, the Company issued to him 25,000
restricted shares of Common Stock of the Company. Mr. Miller executed an
investment letter upon which the Company relied to establish that the issuance
of its Common Stock was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

On or about April 6, 1998, the Company sold 165,000 of its par value
$0.001 restricted Common Stock to William R. Norwood at a price of $0.27 per
share. Mr. Norwood executed an investment letter upon which the Company relied
to establish that the transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended. No broker or underwriter
was involved in the transaction and no commission was paid. The proceeds were
used for working capital.

On or about April 18, 1998, the Company sold 50,000 shares of its par
value $0.001 restricted Common Stock to Mrs. Constance Costa at a price of $0.20
per share. Mrs. Costa executed an investment letter upon which the company
relied to establish that the transaction was exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933, as amended. No broker or
underwriter was involved in the transaction and no commission was paid. The
proceeds were used for working capital.

On or about June 1, 1999, , the Company entered into a three year
consulting agreement with Michael J. O'Connor. Pursuant to the agreement, Mr.
O'Connor agreed to act as the Company's consultant on the procurement of
government contracts. The Company agreed to issue to him, as a retainer, 50,000
restricted shares of its $0.001 par value Common Stock. Mr. O'Connor executed an
investment letter upon which the Company relied to establish that the issuance
of said shares are exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended. The restricted shares were issued on June
17, 1999.

11
<PAGE>

On or about October 20, 1999, the company sold 105,000 restricted
shares of its $0.001 par value Common Stock to Mr. Michael Baia at a price of
$0.24 a share. Mr. Baia executed an investment letter upon which the company
relied to establish that the transaction was exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933, as amended. No broker or
underwiter was involved in the transaction and no commission was paid. The
proceeds were used as working capital.

On or about December 20, 1999, the Company sold 50,000 restricted
shares of its $0.001 par value Common Stock to Lillian Berger at a price of
$0.25 a share. Mrs. Berger is an officer and director of the Company. She
executed an investment letter upon which the Company relied to establish that
the transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended. The proceeds were used as working capital.

That on or about January 14, 2000, the Company sold 25,000 shares of
its par value $0.001 restricted Common Stock to Anthony Crisci at a price of
$0.25 a share. Mr. Crisci executed an investment letter upon which the Company
relied to establish that the transaction was exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933, as amended. No broker or
underwriter was involved in the transaction and no commission was paid. The
proceeds were used for working capital.

That on or about January 14, 2000, the Company sold 25,000 shares of
its par value $0.001 restricted Common Stock to Jeff Rodman at a price of $0.25
a share. Mr. Rodman executed an investment letter upon which the company relied
to establish that the transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended. No broker or underwriter
was involved in the transaction and no commission was paid. The proceeds were
used for working capital.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Neither the Company's By-Laws, Certificate of Incorporation or any
contract contain any provision with regard to the indemnification of Officers or
directors.

Title 16 Sections 10a 901-909 of the Utah State Code provides in
substance that a Utah State corporation may indemnify its officers and directors
against liability if made a party to a proceeding because he is or was a
corporate officer or director to the extent permitted and limited by the
provisions of the aforesaid statute.

PART F/S

Financial statements for the two years ended December 31, 1999 and 1998 and an
index thereto commences on page F-1, which follows the signature page.

PART III

ITEM 1. INDEX TO EXHIBITS

Financial statements pages F-1 to F-15.

The following list describes the exhibits filed as part of this
Registration Statement Form 10-SB/A.

12
<PAGE>
Description of Exhibits

Exhibit No. Description of Document
- ----------- -----------------------
2.01 Articles of Incorporation of Company filed with the Secretary of
State of Utah on July 30, 1980

2.02 Articles of Amendment to Articles of Incorporation of the Company
filed with the Secretary of State of Utah on or about July, 1983

2.03 Articles of Amendment to Articles of Incorporation of the Company
filed with the Secretary of State of Utah on September 10, 1993

2.04 By-Law of Company

10.01 Trademark License Agreement with Smith & Wesson Corp., dated January
1, 1998

10.02 Amendment dated January 12, 1998, to Trademark License Agreement
with Smith & Wesson Corp.

10.03 Amendment dated May 18, 1999, to Trademark License Agreement with
Smith & Wesson Corp.

10.04 Employment agreement with Morton Berger dated as of 10.05 April 1,
10.05 1994.

10.06 Exclusive production agreement with Creative Urethans, Inc.,
November 1, 1999.

10.07 Mortgage dated October 21, 1996, between Lillian Berger, Mortgagee
and Safari Enterprises, Inc., Mortgagor.

10.08 Consulting agreement between Smith & Wesson(R)Recoil Pad Company and
Mark Hendricks, dated September 30, 1999.

ITEM 2 DESCRIPTION OF EXHIBITS.

The required exhibits are attached hereto as noted in Item 1 above.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereupon duly authorized.

Safari Associates, Inc.

By: /s/ Morton Berger
Morton Berger, President

13
<PAGE>

SAFARI ASSOCIATES, INC.

Index to Financial Statements

Page
----
Report of Independent Certified
Public Accountant. F-2

Consolidated Balance Sheet as of
December 31, 1999. F-3 - F-4

Consolidated Statement of Operations for the
years ended December 31, 1999 and 1998. F-5

Consolidated Statement of Stockholders' (Deficit)
for the years ended December 31, 1999 and 1998. F-6

Consolidated Statement of Cash Flows for the years
Ended December 31, 1999 and 1998. F-7

Notes to Financial Statements. F-8 - F-15

F-1
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Safari Associates, Inc.

Amsterdam, NY

I have audited the accompanying consolidated balance sheets of Safari
Associates, Inc. and Subsidiaries as of December 31, 1999 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the two years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion of these financial statements on my
audits.

I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Safari Associates,
Inc. and Subsidiaries at December 31, 1999 and the results of their operations
and their cash flows for each of the two years in the period ended December 31,
1999 in conformity with generally accepted accounting principles.

The accompanying Financial Statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 11 to the Financial
Statements, the Company's recurring losses from operations and limited capital
resources raise substantial doubt about the Company's ability to continue as a
going concern. Management's plan in regards to these matters is also described
in Note 11. The Financial Statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Sanford Feibusch, CPA, P.C.

Monsey, New York
March 17, 2000

F-2
<PAGE>
SAFARI ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999

ASSETS

1999
--------
Current Assets:
Cash $ 59,837
Accounts Receivable - Net of allowance of $24,000 67,828
Inventory 77,105
Prepaid Expenses 63,502
--------

Total Current Assets 268,272
--------

Property, Plant and Equipment -
Net of accumulated depreciation of $41,814 178,509
--------

Other Assets:
Goodwill - net of amortization of $3,648 23,707
Deposits 1,500
--------

Total Other Assets 25,207
--------

Total Assets $471,988
========

The accompanying notes are an integral part of these Financial Statements.

F-3
<PAGE>

SAFARI ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

1999
-----------
Current Liabilities:
Obligations under Capital Lease $ 63,782
Note Payable - AIDA 28,852
Convertible Notes 15,000
Accounts Payable 365,280
Payroll and Other Taxes Payable 29,785
Accrues Expenses 91,834
-----------

Total Current Liabilities 594,533
-----------

Other Liabilities:
Deferred Compensation 272,550
Loan Stockholder 59,452
-----------

Total Other Liabilities 332,002
-----------

Total Liabilities 926,535
-----------

Commitments and Contingencies - Note 11

Stockholders' (Deficit):
Common Stock, par value $.001 authorized
100,000,000 shares, issued and
outstanding 7,923,770 shares 7,924
Additional Paid-in Capital 1,306,538
Retained (Deficit) (1,769,009)
-----------

Total Stockholders (Deficit) (454,547)
-----------

Total Liabilities and Stockholders' (Deficit) $ 471,988
-----------

The accompanying notes are an integral part of these Financial Statements.

F-4
<PAGE>
SAFARI ASSOCIATES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

1999 1998
----------- -----------
Revenue $ 468,671 $ 411,409
Cost of Sales 360,576 306,275
----------- -----------
Gross Profit 108,095 105,134
----------- -----------

Operating Expenses:
Selling Expenses 40,283 77,639
General and Administrative Expenses 225,342 166,937
----------- -----------

Total Operating Expenses 265,625 244,576
----------- -----------

Net (Loss) from Operations (157,530) (139,442)
Interest Expense (21,975) (23,731)
----------- -----------
Net (Loss) before Provision
For Income Taxes (179,505) (163,173)
----------- -----------
Provision for Income Taxes -- --

Net (Loss) $ (179,505) $ (163,173)
=========== ===========

(Loss) Per Share $ (.02) $ (.02)
=========== ===========

Weighted Average Shares Outstanding 7,743,020 7,342,687
=========== ===========

The accompanying notes are an integral part of these Financial Statements.

F-5
<PAGE>

SAFARI ASSOCIATES, INC.
CONSOLIDATED STATEMENT STOCKHOLDERS' (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
Common Stock
Par Value $.001 Additional
-------------------------- Paid-In Retained
Shares Amount Capital (Deficit)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance - January 1, 1998 7,019,770 $ 7,020 $ 1,018,957 $(1,426,331)
Acquisition-Shoothru, Inc. 210,000 210 39,375
Consulting Agreement 25,000 25 2,475
Private Placement 215,000 215 54,285
Net (Loss) for the year
ended December 31, 1998 (163,173)
----------- ----------- ----------- -----------

Balance-December 31,1998 7,469,770 7,470 1,115,092 (1,589,504)
----------- ----------- ----------- -----------

Private Placement 155,000 155 37,345
Consulting Agreement 50,000 50 4,950
Conversion Convertible 249,000 249 149,151
Notes
Net(Loss)for the Year
ended December 31,1999 (179,505)
----------- ----------- ----------- -----------

Balance-December 31,1999 7,923,770 $ 7,924 $ 1,306,538 $(1,769,009)
=========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these Financial Statements.

F-6
<PAGE>

SAFARI ASSOCIATES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

1999 1998
--------- ---------
Cash Flows from Operating Activities:
Net Income (Loss) $(179,505) $(163,173)
Adjustment to Reconcile Net Income (Loss)
to net cash used in operating activities:
Depreciation and Amortization 11,289 9,904
Allowance for Doubtful Accounts -- (4,800)
Consulting 5,000 2,500
Changes in Operating Assets & Liabilities:
Accounts Receivable (25,363) (27,368)
Inventory (10,085) (17,748)
Prepaid Expenses and Other Assets 1,498 (20,950)
Accounts Payable 74,799 126,620
Payroll and Other Taxes Payable 4,692 5,337
Accrued Expenses 40,066 31,757
Deferred Compensation 52,000 52,000
--------- ---------

Net Cash Used in Operating Activities (25,609) (5,921)
--------- ---------

Cash Flows from Investing Activities:
Property, Plant and Equipment (2,897) (4,590)
--------- ---------

Net Cash Used in Investing Activities (2,897) 4,590
--------- ---------

Cash Flows from Financing Activities:
Issuance of Common Stock 37,500 54,500
Loans Stockholder 2,249 1,225
Cash Overdraft -- 1,938
--------- ---------

Net Cash Provided by Financing Activities 39,749 57,663
--------- ---------

Net Increase (Decrease) in Cash 11,243 47,152

Cash - Beginning of Year 48,594 1,442
--------- ---------

Cash - End of Year $ 59,837 $ 48,594
========= =========

The accompanying notes are an integral part of these Financial Statements.

F-7
<PAGE>

SAFARI ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

Note 1 - Description of Business

Safari Associates, Inc. (the "Company"), formerly Mag Enterprises, Inc., a Utah
Corporation was incorporated on July 30, 1980. On August 10, 1993, the Company
acquired Safari Enterprise, Inc. ("Enterprises") and its two wholly owned
subsidiaries: Safari Boat Company, Inc. ("Boat") and Safari Lure Company, Inc.
("Lure"). From 1993 through 1996, Boat manufactured and distributed a fiberglass
boat and Lure distributed wood fishing lures. Prior to the end of 1996, the
operations of Boat and Lure were discontinued. In 1996, Enterprise began
manufacturing and distributing recycled single use cameras. Since 1997, the
Company has incorporated four wholly owned operating subsidiaries; Safari Camera
Corporation, Inc., which manufactures recycled single use disposable cameras,
selling to distributors and retail stores; Photography for Evidence, Inc., doing
business under the name Smith & Wesson(R) Cameras, sells recycled single use
cameras to law enforcement agencies; Impact Dampening Technology, Inc., doing
business under the name Smith & Wesson(R)Targets, to manufacture and sell
targets. In March 1998, the Company acquired Shoothru, Inc., a company that
developed and designed a product line of self-sealing reactive targets.

Note 2 - Summary of Significant Accounting Policies:
Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amount of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. The most significant
estimates relate to the valuation allowance in connection with deferred tax
assets. Actual results could differ from those estimates.

Acquisition

In March 1998, the Company acquired Shoothru, Inc. in a transaction which has
been accounted for using the purchase method of accounting for business
combinations. The cost of the acquisition which was for 210,000 shares of the
Company's common stock exceeded the fair value of the net assets of Shoothru,
Inc. by $27,355.

Consolidation

The accompanying Consolidated Financial Statements include the accounts of the
Company and all its wholly owned subsidiaries. Intercompany transactions and
balances have been eliminated in consolidation.

F-8
<PAGE>

SAFARI ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

Inventory

Inventory is stated at the lower of cost, using the first-in, first-out basis or
market.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the
straight-line method over their estimated useful lives. The cost of maintenance
and repairs is charged to operations as incurred.

Intangibles

Goodwill represents the excess of the cost of companies acquired over the fair
value of their net assets at the date of acquisition and is being amortized
using the straight line method over 15 years.

Income Taxes

The Company records deferred income taxes using the liability method. Under the
liability method, deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the financial
statement and income tax basis of the Company's assets and liabilities. An
allowance is recorded, based on currently available information, when it is more
likely than not that any or all of a deferred tax asset will not be realized.
The provision for income taxes includes taxes currently payable, if any, plus
the net change during the period presented in deferred tax assets and
liabilities recorded by the Company.

Per Share Data

The Company has adopted the standards set by the Financial Accounting Standards
Board and computes earnings per share data in accordance with SFAS No. 128
"Earning per Share." The basic per share data has been computed on the loss for
the period divided by the historic weighted average number of shares of common
stock outstanding. All potentially dilutive securities have been excluded from
the compulation since they would be antidilutive.

Note 3 - Obligation Under Capital Lease

In October 1993, Safari Enterprises, Inc. ("Enterprises") a wholly owned
subsidiary of the Company acquired a two acre parcel of land from the Amsterdam
Industrial Development Agency (AIDA) and commenced construction of a building.
AIDA loaned the Company $85,000 toward the construction of the building. As part
of this transaction, Enterprises conveyed the deed to AIDA and leased it back
from them.

F-9
<PAGE>

SAFARI ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

Note 3 - Obligations Under Capital Lease (Continued)

The terms of the lease are for 10 years from July 1, 1994 to June 30, 2004.
Lease payments of $1,031.28 represent principal and interest on the $85,000
advanced to the Company. The Company, at any time, may purchase the property for
$85,000 with all payments considered to be principal made under the lease
credited toward the purchase price. Based on the terms of the lease, the sale
and leaseback is a financing lease by the Company and the obligations under the
lease and related assets have been capitalized.

In 1997, Enterprise was offered additional financing on the premises, but
because of the contention that Enterprise did not have title the financing could
not be obtained and lease payments were stopped. (See Note 11 Litigation.)

Note 4 - Note Payable - AIDA

On October 8, 1996, Enterprises, a wholly owned subsidiary of the Company
borrowed $30,000 from the City of Amsterdam Industrial Development Agency (AIDA)
at a rate of 8 3/4% per annum for a period of 24 months. Monthly payments of
$1,367.10 include both principal and interest. The note was executed by
Enterprises and guaranteed by Mr.Morton Berger, President of the Company.
Enterprises defaulted on the note and AIDA has a judgment for the unpaid
principal plus accrued interest.

Note 5 - Deferred Compensation

In connection with the completion of a securities offering under Regulation D in
November, 1994, the Company entered into an employment agreement with Mr. Morton
Berger, President and Director of the Company. The agreement called for a base
annual salary of $52,000. As of December 31, 1999, the Company owes Mr. Berger
$272,550.

Note 6 - Income Taxes

There is no provision for federal or state income taxes for the years ended
December 31, 1999 and December 31, 1998 since the Company has incurred operating
losses. Additionally has reserved fully for any potential future tax benefits
resulting from its carryforward operating losses. Deferred tax assets at
December 31, 1999 and 1998 consist of the following:

F-10
<PAGE>

SAFARI ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

Note 6 - Income Taxes (Continued)

1999 1998
-------- --------
Allowance for doubtful accounts $ 9,600 $ 80,600
Net Operating Loss Carryforward 617,000 389,600
Property and Equipment 8,000 6,000
-------- --------
634,600 476,200
Valuation Allowance 634,600 476,200
-------- --------
$ - 0 - $ - 0 -
======== ========

As of December 31, 1999, the Company has net unused operating loss carryforwards
of approximately $1,542,000 which expire in various years from 2000 through
2014.

Note 7 - Convertible Notes Payable

In 1996, the Company borrowed a total of $139,500 from ten individual investors.
Each loan was evidenced by a two year convertible promissory note with interest
provided for at the rate of 12% per annum. The notes plus accrued interest were
convertible into shares of the Company's common stock at $1.50 per common share.
In January 1999, nine of the investors converted their loans and accrued
interest into share of common stock in the Company at an agreed upon rate of
$.60 per common share. The Company issued 249,000 shares of its common stock and
reclassified $124,500 principal amount of loans and $24,900 of accrued interest
to stockholders' equity. Interest accrued in excess of two years was waived. One
convertible note for $15,000 was not converted.

Note 8 - Loan Stockholder

Mrs. Lillian Berger, the majority stockholder and Secretary/Director of the
Company, has over the years made advances to the Company. On October 21, 1996,
she converted $39,500 of the advances into a mortgage to secure the loan on the
premises at 64 Edson Street. The mortgage with interest at 9% per annum was to
be paid in monthly interest payments of $296.25 beginning December 1, 1996 with
the balance to be repaid December 1, 1997. Interest continues to accrue and is
added to the loan balance. At December 31, 1999 the balance due was $59,452.

F-11
<PAGE>

SAFARI ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

Note 9 - Common Stock

In 1998, the Company issued 210,000 restricted shares of its common stock to the
stockholders' of Shoothru, Inc. in exchange for 100% of the outstanding shares
of Shoothru, Inc. At the same time, the Company issued an additional 25,000
restricted shares of its common stock to Thomas A Miller, President of Shoothru,
Inc. in exchange for consulting services with regards to the target business.

In two separate private placements, the Company issued a total of 215,000
restricted shares of common stock with total proceeds of $54,500 received by the
Company.

In January 1999, holders of $124,500 in convertible notes with accrued interest
of $24,900 converted those notes and accrued interest into 249,000 shares of
common stock.

In June 1999, the Company entered into a consulting agreement with Mr. Michael
J. O'Connor in which he would consult the Company on procuring government
contracts. As a retainer, the Company issued Mr. O'Connor 50,000 restricted
shares of common stock.

In October 1999, in a private placement, the Company issued 105,000 restricted
share of common stock for $25,000.

In December 1999, the Company issued 50,000 restricted shares of common stock to
Mrs. Lillian Berger, a director and officer of the Company for $12,500.

Note 10 - Commitments & Contingencies
Litigation

On April 8, 1998, the Amsterdam Industrial Development Agency, Plaintiff,
commenced a legal action against Safari Enterprises, Inc., Defendant, in the
Supreme Court of the State of New York, County of Montgomery. The Plaintiff is
seeking to foreclose upon the interest of the Defendant in a lease between the
Plaintiff, as landlord and the Defendant, as tenant, for premises 64 Edson
Street, Amsterdam, New York and for damages for rent in arrears, including
certain real estate taxes. The Defendant claims that it is the owner of premises
64 Edson Street, Amsterdam, New York and that plaintiff could not lease it
property that defendant owns.

F-12
<PAGE>

SAFARI ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

Note 10 - Commitments & Contingencies (Continued)

A motion for Summary Judgment in favor of the Plaintiff was granted on September
23, 1999. The decision was settled by an Order of Reference dated October 6,
1999 and entered on October 20, 1999. The Order appointed a Referee to determine
the amount due to the Plaintiff from the Defendant. As of October 14, 1999, the
amount was computed as $45,369.17 with interest to continue thereafter. The
Defendant filed a timely Notice of Appeal. The final resolution of this appeal
cannot be determined at this time.

There are various judgments and claims against Enterprises, Lure and Boats
relating to expenses incurred by those companies in the ordinary course of
business. These claims and judgments are reflected as liabilities in the
Financial Statements.

Employment Agreement

On April 1, 1994, the Company entered into an employment agreement with Mr.
Morton Berger, President of the Company. The term of the agreement was for five
years and, thereafter, continues on a year to year basis. Compensation shall be
paid at the rate of $52,000 per year.

License Agreement

F-13
<PAGE>

SAFARI ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

On January 29, 1998 the Company organized a wholly owned subsidiary, Impact
Dampening Technologies, Inc., a New York Corporation. On February 10, 1998,
Impact Dampening Technologies, Inc., filed a Certificate of doing business under
the name Smith & Wesson(R)Recoil Pad Company. Safari Enterprises, Inc., assigned
its exclusive recoil pad License to Smith & Wesson(R)Recoil Pad Company. On
August 2, the Company organized Safari Target Corporation, a New York
Corporation. On August 20, 1999, Safari Target Corporation filed a Certificate
of doing business as Smith & Wesson(R)Target Company. Safari Enterprises, Inc.,
assigned its target license to Smith & Wesson Target(R)Company.

Note 11 - Going Concern

The Company has experienced operating loss since inception and has a retained
deficit of $1,769,009. Approximately $1,155,000 of the losses occurred prior to
1997, and are a direct result of discontinued operations. Additional losses of
approximately $275,000 were incurred during the development stage in the
production of and recycling of single use cameras.

During the fiscal year ending December 31, 2000, the Company expects that based
on shipments in January and February of 2000 and firm orders in-house that
revenue will increase by approximately 50%. The Company has added a night shift
to meet the demand. In 1999, the Company could not produce enough product to
meet demand and had to turn away orders. The Company believes that improved
efficiency, which was observed during the second half of fiscal 1999, will
result in a significant increase in gross profit on each unit sold and that a
break-even point could be reached in fiscal 2000.

As of December 31, 1999, the Company had current assets of $268,272 and total
current liabilities of $594,533. Even if the Company is capable of generating a
profit in fiscal 2000, the Company may be required to raise additional equity to
reduce outstanding liabilities, to finance expansion, and the introduction of
new product lines.

Note 12 - Supplemental Disclosures to Cash Flow Statement

1999 1998
----------- ------
Cash Paid During the Period For:
Interest $ 8,771 $8,325
Income Taxes $ -- $ --

F-14
<PAGE>

SAFARI ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

Note 12 - Supplemental Disclosures to Cash Flow Statement (Continued)

Supplemental disclosure of non-cash investing and financing activities:

Common Stock issued to acquire Shoothru, Inc. $ -- $ 39,585
Common Stock issued for consulting $ 5,000 $ 2,500
Common Stock issued upon conversion
of convertible notes and accrued interest $149,400 $ --

Note 13 - Subsequent Events

In January, 2000 the Company issued a total of 50,000 restricted shares of
common stock to two individual investors at a price of $.25 per share with the
Company receiving net proceeds of $12,500.

F-15

ARTICLES OF INCORPORATION

MAG ENTERPRISES, INC.

WE, the undersigned natural persons of th[ILLEGIBLE] twenty-one years or
more, acting as incorporators of a corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.

ARTICLE I

Name

The name of this corporation is MAG Enterprises, Inc.

ARTICLE II

Duration

The duration of this corporation is perpetual.

ARTICLE III

Purposes

The purpose or purposes for which this corporation is organized are:

(a) To locate, patent, purchase, lease, exchange, trade for or otherwise
acquire, and to hold, own, use, operate, work, extend, improve, and develop, and
to sell, exchange, assign, transfer, mortgage, grant security interests in,
lease, or otherwise dispose of, in whole or in part, and wherever situated,
mines, mining rights, and claims, metalliferous lands, quarries, quarry rights,
water, water rights, ditches, reservoirs, oil, and gas properties and interests
therein, and any rights, rights of way,

<PAGE>

easements, privileges, permits, or franchises suitable or convenient for any of
the purposes of the business, and to deal in the same in every way; to quarry,
mine, drill, excavate, produce, purchase, lease, prospect for, claim, and
otherwise acquire, and to process, refine, and develop, and to sell, exchange,
trade, deal in and with, and otherwise dispose of asbestos, sulphur, silica,
felspar, uranium, vanadium, rare earth, mica, copper, coal, lead, silver, gold,
gas, oil, oil shale, and other minerals, ores, and properties of every kind and
nature, and of earth, rock, sand, shale, and other substances containing mineral
and ore deposits; and to manufacture, produce, purchase, lease, or otherwise
acquire, and to use, operate, improve, repair, replace, and develop, and to
sell, trade, exchange, lease, and otherwise dispose of any and all materials,
machinery, facilities, appliances, products, equipment, or supplies proper or
adapted to be used in or in connection with or incidental to the prospecting,
development, production, processing, preparation, shipment, and delivery of any
of the foregoing minerals and ores and any by-products therefrom; and to do any
and all things incidental thereto, or necessary, expedient, or proper to be done
in connection with the matters and things set out herein.

(b) To explore, prospect, drill for, produce, market, sell, and deal in
and with petroleum, mineral, animal, vegetable, and other oils, asphalturn,
natural gas, gasoline, naphthene, hydrocarbons, oil shales, sulphur, salt, clay,
coal, minerals,

-2-
<PAGE>

mineral substances, metals, ores of every kind or other mineral or nonmineral,
liquid, solid, or volatile substances and products, by-products, combinations,
and derivatives thereof, and to buy, lease, hire, contract for, invest in, and
otherwise acquire, and to own, hold, maintain, equip, operate, manage, mortgage,
create security interests, in, deal in and with, and to sell, lease, exchange,
and otherwise dispose of oil, gas, mineral, and mining lands, wells, mines,
quarries, rights, royalties, overriding royalties, oil payments, and other oil,
gas, and mineral interests, claims, locations, patents, concessions, easements,
rights-of-way, franchises, real and personal property, and all interests
therein, tanks, reservoirs, warehouses, storage facilities, elevators,
terminals, markets, docks, piers, wharves, drydocks, bulkheads, pipe lines,
pumping stations, tank cars, trains, automobiles, trucks, cars, tankers, ships,
tugs, barges, boats, vessels, aircraft, and other vehicles, crafts, or machinery
for use on land, water, or air, for prospecting, exploring, and drilling for,
producing, gathering, manufacturing, refining, purchasing, leasing, exchanging,
or otherwise acquiring, selling, exchanging, trading for, or otherwise disposing
of such mineral and non-mineral substances; and to do engineering and
contracting and to design, construct, drill, bore, sink, develop, improve,
extend, maintain, operate, and repair wells, mines, plants, works, machinery,
appliances, rigging, casing, tools, storage, and transportation lines and
systems for this Corporation and other persons, associations, or corporations.
<PAGE>

(c) To establish and maintain a drilling business with authority to own
and operate drilling rigs, machinery, tools, or apparatus necessary in the
boring or otherwise sinking of wells for the production of oil, gas, or water;
to construct or acquire by lease or otherwise, and to maintain and operate pipe
lines for the conveyance of oil and natural gas, oil storage tanks and
reservoirs, and tank cars of all kinds, tank steamers, and other vessels,
wharves, docks, warehouses, storage houses, loading racks, and all other
convenient instrumentalities for the shipping and transportation of crude or
refined petroleum or natural gas and all other volatile, solid, or liquid
mineral substances in any and all forms; to manufacture, buy, sell, lease, let,
and hire machines and machinery, equipment, tools, implements, and appliances,
and all other property, real and personal, useful or available in prospecting
for and in producing, transporting, storing, refining, or preparing for market,
petroleum and natural gas and all other volatile and mineral substances and
their products and by-products and of all articles and materials in any way
resulting from or connected therewith; to purchase, lease, construct, or
otherwise acquire, exchange, sell, let, or otherwise dispose of, own, maintain,
develop, and improve any and all property, real or personal, plants, refineries,
factories, warehouses, stores, and buildings of all kinds useful in connection
with the business of the Corporation including the drilling for oil and gas
wells or mining in any manner or by any method permitted by law on such real
property;

-4-
<PAGE>

(d) To carry on all business relating to the development and utilization
of natural resources and to do all acts and things incidental to such
businesses; to explore for, mine, mill, concentrate, convert, smelt, treat,
refine, prepare for market, manufacture, buy, sell, exchange, and otherwise
produce, process, and deal in all kinds of ores, metals, minerals, oil, natural
gas, timber and timber rights, water power, and all other natural products and
the products and by-products thereof of every kind and description and by
whatever means the same can be and may hereafter be produced, processed,
handled, or dealt in; and, generally and without limit as to amount, to buy,
sell, exchange, lease, acquire, deal in lands, mines and mineral rights and
claims, timber and timber rights, interests in oil and gas rights, plants,
pipelines, and all other means of property transmission and transportation.

(e) To acquire, explore, develop, mine and produce gold, gold coins and
minerals and mineral interests of any kind or nature, including the acquisition,
management and operation of property, real and personal, and the operation of
such other services and facilities as may be found necessary and desirable in
connection with the operation of such business.

(f) To engage in the general practice of purchasing, selling, licensing,
manufacturing or marketing of products of any kind whatsoever; to purchase,
acquire, own, hold, lease, mortgage, encumber, sell and dispose of any and all
kinds and character of property, real and personal and mixed (the foregoing
particular enumeration in no sense being used by way

-5-
<PAGE>

of exclusion or limitation) arid while the owner thereof, to exercise all the
rights, powers the privileges of ownership, including in the case of stocks and
shares, the rights to vote thereon.

(g) To borrow and lend money with or without security, and to endorse or
otherwise guarantee the obligations of others.

(h) To act as principal or agent for others and receive compensation for
all services which it may render in the performance of the duties of an agency
character.

(1) To acquire by purchase, exchange, gift, bequest, subscription or
otherwise, and to hold, own, mortgage, pledge, hypothecate, sell, assign,
transfer, exchange or otherwise dispose of or deal in or with its own corporate
securities or stock or other securities, including without limitations, any
shares of stock, bonds, debentures, notes, mortgages, or other obligations, and
any certificates, receipts or other instruments representing rights or interests
therein or any property or assets created or issued by any person, firm,
association, or corporation, or any government or subdivisions, agencies or
instrumentalities thereof; to make payment therefor in any lawful manner or to
issue in exchange therefor its own securities or to use its unrestricted and
unreserved earned surplus for the purchase of its own shares, and to exercise as
owner or holder of any securities, any and all rights, powers and privileges in
respect thereof.

-6-
<PAGE>

(j) To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may at any time appear conducive to or
expedient for protection or benefit of this corporation, and to do said acts as
fully and to the same extent as natural persons might, or could do, in any part
of the world as principals, agents, partners, trustees or otherwise, either
alone or in conjunction with any other person, association or corporation.

(k) The foregoing clauses shall be construed both as purposes and powers
and shall not be held to limit or restrict in any manner the general powers of
the corporation, and the enjoyment and exercise thereof, as conferred by the
laws of the State of Utah; and it is the intention that the purposes and powers
specified in each of the paragraphs of this Article III shall be regarded as
independent purposes and powers specified in each of the paragraphs of this
Article III shall be regarded as independent purposes and powers.

ARTICLE IV

Stock

The aggregate number of shares which this corporation shall have authority
to issue is Fifty Million (50,000,000) shares of par value stock at $.00l per
share. All stock of the corporation shall be of the same class, common, and
shall have the same rights and preferences. Fully-paid stock of this corporation
shall not be liable to any further call or assessment.

-7-
<PAGE>

ARTICLE V

Amendment

These Articles of Incorporation may be amended by the affirmative vote of
a majority of the shares entitled to vote on each such amendment.

ARTICLE VI

Shareholder Rights

The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this corporation and
cumulative voting is denied.

ARTICLE VII

Capitalization

This corporation will not commence business until consideration of a value
of at least One Thousand Dollars ($1,000) has been received for the issuance of
shares.

ARTICLE VIII

Initial Office and Agent

The address of this corporation's initial registered office and the name
of its original registered agent at such address is 660 S. 200 E, No. 306, Salt
Lake City, Utah 84111, the registered agent is Melvin H. Kingsbury.

-8-
<PAGE>

ARTICLE IX

Directors

The number of Directors constituting the initial Board of Directors of
this corporation is three. The names and addresses of persons who are to serve
as directors until the first annual meeting of stockholders, or until their
successors are elected and qualified are:

Melvin H. Kingsbury 35 Hillside Ave.
Salt Lake City, Utah 84103
Jimmy T. Gibbs 479 Wendell Way
Salt Lake City, Utah 84115
Bertha Kingsbury 35 Hillside Ave.
Salt Lake City, Utah 84103

The Board of Directors shall be limited in number to no less than three nor more
than nine.

ARTICLE X

Incorporators

The name and address of each Incorporator is:

Melvin H. Kingsbury 35 Hillside Ave.
Salt Lake City, Utah 84103
Jimmy T. Gibbs 479 Wendell Way
Salt Lake City, Utah 84115
Bertha Kingsbury 35 Hillside Ave.
Salt Lake City, Utah 84103

ARTICLE XI

Common Directors - Transactions Between Corporations

No contract or other transaction between this corporation and one or more
of its directors or any other corporation, firm, association or entity in which
one or more of its directors

-9-
<PAGE>

are directors or officers or are financially interested, shall be either void or
voidable because of such relationship or interest, or because such director or
directors are present at the meeting of the Board of Directors, or a committee
thereof which authorizes, approves or ratifies such contract or transaction, or
because his or their votes are counted for such purpose if: (a) the fact of such
relationship or interest is disclosed or known to the Board of Directors or
committee which authorizes, approves, or ratifies this contract or transaction
by vote or consent sufficient for the purpose without counting the votes or
consents of such interested director; or (b) the fact of such relationship or
interest is disclosed or known to the shareholders entitled to vote and they
authorize, approve, or ratify such contract or transaction by vote or written
consent; or (c) the contract or transaction is fair and reasonable to the
corporation.

Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or committee thereof which
authorizes, approves or ratifies such contract or transaction.

DATED this 29th day of July, 1980.

/s/ Melvin H. Kingsbury
-----------------------
/s/ Jimmy T. Gibbs
-----------------------
/s/ Bertha Kingsbury
-----------------------

-10-
<PAGE>

STATE or UTAH )
) ss.
COUNTY OF SALT LAKE )

I hereby certify that on this 29th day of July, 1980, Melvin H. Kingsbury,
Jimmy T. Gibbs & Bertha Kingsbury personally appeared before me who, being by me
first duly sworn, severally declared that they are the persons who signed the
foregoing document as incorporators and that the statements therein contained
are true.

DATED this 29th day of July, 1980.

/s/ [ILLEGIBLE]
-----------------------------
NOTARY PUBLIC
Residing at: Salt Lake County

My Commission Expires:

11-1-83
- -----------------------------

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

MAG ENTERPRISES, INC.

pursuant to Sections 16-10-54 and 16-10-55 of the Business Corporation Law of
the State of Utah.

The undersigned, being the President and Secretary of MAC Enterprises,
Inc., hereby certify that:

a) The name of the corporation is MAG Enterprises, Inc.

b) The certificate, of incorporation of the corporation was filed by the
Secretary of State on July 30, 1980.

c) Article "IV" of the certificate of incorporation of the corporation,
which deals with authorized shares is hereby amended so as to allow the office
of the corporation to be located wherever the Board of Directors may from time
to time determine and to amend Article "8" so as to change the registered office
and registered agent as such address. The new Articles shall read as follows:

(A) Article IV

The aggregate number of shares which this Corporation shall have authority
to issue is one hundred million (100,000,000) shares of par value stock at
$.0001 per share. All stock of the Corporation shall be of the same class,
common, and shall have the same rights and preferences. Fully paid stock of this
Corporation shall not be liable to any further call or assessment.

-continued-

<PAGE>
-2-

(B) Article VIII

The principal place of business, of the corporation shall be located at
such place as the Board of Directors shall from time to time determine by formal
resolution approved by a majority of said Board of Directors. The principal
place of business at the present time is 21 Heusted Drive, Old Greenwich, Ct.
06870.

d) The foregoing amendments to the Articles of Incorporation were
adopted at a Special Meeting of Shareholders of the Corporation held on May 26,
1983.

e) At the time of the Meeting there were 5,500,000 issued and
outstanding shares of Common Stock of the Corporation all of which were entitled
to vote on all matters brought before the Special Meeting of Shareholders. No
class of shares was entitled to vote out any motion as a class.

f) There were 3,048,500 votes for the adoption of the foregoing
amendments and 500,000 shares against adoption.

g) Although the amendments do not provide for an exchange
reclassification or cancellation of issued shares by their stated terms, the
effect of the amendment to Article IV will require the retirement of currently
held certificates. To effectuate this, the shareholders also adopted the
following resolution with the same numbers of votes being cast for and against
as were being cast for and against as were cast for the motion to amend the
Articles at Incorporation:

Resolved, that subsequent to the amendment to the Certificate of
Incorporation changing the authorized capital stock from 50,000,000 shares of
$.001 par value common stock to 100,000,000 shares of $.0001, par value common
stock, the Corporation retire the 5,500,000 presently issued shares of common
stock by exchanging such shares on a one to one basis for 5,500,000 shares of
$.000l par value common stock.

-continued-

<PAGE>
-3-

h) The changing of the authorized capital stock from 50,000,000
shares of $.O1 par value common stock 100,000,000 shares of $.000l par value
common stock results in a reduction of the stated capital value of the company's
common stock from $500,000 to $100,000 stated capital value.

IN WITNESS WHEREOF the undersigned have hereunto signed these
Articles of Amendment this 11th of JULY, 1983.

/s / John T. Lisesby
-------------------------------
John T. Lisesby - President

/s / Donald J. Sheppard
------------------------------
Donald J. Sheppard - Secretary

VERIFICATION OF THE
CERTIFICATE OF AMENDMENT

STATE OF NEW JERSEY )
ss:
COUNTY OF ESSEX )

, being duly sworn deposes and
says that he is the Secretary of MAG Enterprises, Inc.; the corporation named in
the foregoing certificate of amendment; that he has read and signed the same;
and that the statements contained hereto are true.

/s / Donald J. Sheppard
------------------------------
Donald J. Sheppard - Secretary

Sworn to before me this
11th day of July, 1983.

/s/ [ILLEGIBLE]
- -----------------------------

<PAGE>

State of Utah
Department of Commerce
Division of Corporation and Commercial Codes

I hereby certify that the foregoing has been read and approved on the 10th
day of July, 1993 in the office of this Division and hereby leave this
Certificate thereof.

Examiner /s/ [ILLEGIBLE] Date 9/10/93
--------------- -------
[SEAL]

/s/ KORLA T. WOODS
Division Director
-----------------

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MAG ENTERPRISES, INC.

FIRST: The present name of the corporation IS "MAG Enterprises, Inc." The
name of the corporation is changed by these Articles of Amendment, however, to
"Safari Associates Inc."

SECOND: The text of each amendment adopted is :

(a) The Article at present designated "ARTICLE I" is amended to
provide in its entirety:

ARTICLE I

Name

The name of the corporation is Safari Associates, Inc."

(b) The Article at present designated "ARTICLE III" is amended to
provide in its entirety:

ARTICLE III

Purposes

The Corporation is organized to engage in any and all lawful acts
and/or activities for which corporations may be organized under the Utah Revised
Business Corporation Act.

"ARTICLE IV

Stock

<PAGE>

The aggregate number of shares which this corporation shall have
authority to issue is One Hundred Million (100,000,000) shares of $0.001 par
value common stock. All stock of the Corporation shall be of the same class, and
shall have the same rights and preferences. Fully-paid stock of this Corporation
shall not be liable to any further call or assessment.

(The foregoing amendment of Article IV is made in order to effectuate a
one for ten reverse split of the Corporation's authorized 100,000,000, and
issued (5,500,000) shares, and in order to then increase the number of $0.001
par value shares which the corporation is authorized to issue from 10,000,000 to
100,000,000 shares).

THIRD: To the extent that the amendment of Article IV set forth above
provides for an exchange or reclassification of issued shares, the provisions
for implementing the same are: the Corporation's board of directors has adopted
a resolution providing that its transfer agent (American Registrar & Transfer
Company, 705 Newhouse Building, Salt Lake City, Utah 84111) . . . shall issue a
new form company certificate representing one share of its $0.001 par value
(that provided for by said amendment) stock for each ten shares of the Company's
prior $0.0001 par value stack that are represented by such old form certificate,
as may be presented for registration of transfer in the ordinary course of
business.

FOURTH: Each and all of the foregoing amendments were adopted on September
3, 1993 by the shareholders of the Corporation at a duly Special Meeting of
Shareholders held

<PAGE>

on that date ("the Meeting Date").

FIFTH: (a) The Corporation had only one voting group as of the Meeting
Date, to wit, the 5,500,000 shares it then had issued and outstanding (and all
of which were under its articles of incorporation entitled to vote generally on
the amendments) of the only class of stock which the Corporation was then
authorized to issue, to wit, $0.0001 par value common stock, and 3,257,000
shares of the Corporation's said sole voting group were Indisputably represented
at the said Special Meeting.

(b) A total of 3,757,OOO votes were cast for and no votes were cast
against each of the amendments hereinbefore set forth by the Corporation's sole
voting group, which number constituted more than a majority of the Corporation's
outstanding shares and was sufficient for approval and adoption of the
amendments by the Corporation's sole voting group.

WHEREFORE, the undersigned Secretary of MAG Enterprise, Inc., hereby makes
and executes these Articles of Amendment pursuant to specific authorization and
direction from the board of directors of said Corporation to do so, an this 3rd
day of September, 1993.

/s/ Lillian Berger
-------------------------
Lillian Berger, Secretary

BY-LAWS

MAG ENTERPRISES, INC.

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

ARTICLE I - OFFICES

The principal office of the corporation shall be in the City of Orange,
County of Essex, State of New Jersey. The corporation may also have offices at
such other places within or without the State of Utah as the board may from time
to time determine or the business of the corporation may require.

ARTICLE II - SHAREHOLDERS

1. PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of Utah as the board
shall authorize.

2. ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the 31st day of
January at 4:00 p.m. in each year if not a legal holiday, and, if a legal
holiday, then on the next business day following at the same hour, when the
shareholders shall elect a board and transact such other business as may
properly caste before the meeting.

3. SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4. FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other

By-Laws A

<PAGE>

action, the board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action. If no record date is fixed it shall be determined in
accordance with the provisions of law.

5. NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on. the record of shareholders,
or, if he shall have filed with the secretary a written request that notices to
him be mailed to some other address, then directed to him at such other address.

6. WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7. QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum For the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a
quorum.

8. PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a seating may authorize another person or
persons to act for him by proxy.

By-Laws B

<PAGE>

Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by Law.

9. QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10. VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of
incorporation;

(a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

(b) all other corporate action shall be authorized by a majority of the
votes cast.

11. WRITTEN CONSENT or SHAREHOLDERS.

Any action that way be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may he provided for in the certificate of incorporation.

ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and need not be shareholders.

2. NUMBER OF DIRECTORS.

The outer of directors shall be

When all of the shares are owned by less than three shareholders, the number of
directors may be less than three but not less than the number of shareholders.

By-Laws C

<PAGE>

3. ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the. shareholders.

6. RESIGNATION.

A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer and the acceptance of the resignation shall not be necessary to
make it effective.

7. QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

8. ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which way hold.

9. PLACE AND TIME OF BOARD MEETING.

The board may hold its meetings at the office of the corporation or at

By-Laws D
<PAGE>

such other places, either within or without the State of New York, as it may
from time to time determine.

10. REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the piece of such annual meeting of
shareholders.

11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a) Regular meetings of the board may be held without notice at such time
and place as it shall from time to time determine. Special meeting of the board
shall be held upon notice to the directors and may be called by the president
upon three days notice to each director either personally or by mail or by wire;
special meetings shall be called by the president or by the secretary in a like
manner on written request of two directors. Notice of a meeting need not be
given to any director who submit a waiver of notice whether before or after the
meeting or who attends the meeting without protesting prior thereto or at its
commencement, the Lack of notice to him.

(b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12. CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14. COMPENSATION.

No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board way be authorized. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

By-Laws E

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ARTICLE IV - OFFICERS

1. OFFICES, ELECTION. TERM.

(a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers and functions as hereinafter provided.

(b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

(c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2. REMOVAL, RESIGNATION, SALARY, ETC.

(a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

(b) In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.

(c) Any two or more offices may be held by the same person, except the
offices of president and secretary. When all of the issued arid outstanding
stock of the corporation is owned by one person, such person may hold all or any
combination of offices.

(d) The salaries of all officers shall be fixed by the board.

(e) The directors may require any officer to give security for the
faithful performance of his duties.

3. PRESIDENT.

The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4. VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president, shall have all the
powers and functions of the president. Each vice-president shall perform such
other duties as the board shall prescribe.

By-Laws F
<PAGE>

5. SECRETARY.

The secretary shall:

(a) attend all meetings of the board and of the shareholders;

(b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

(d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

(e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

(f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner;

(g) perform such other duties as may be prescribed by the board.

6. ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-
secretary, or if there are more than one, the one so designated by the secretary
or by the board, shall have all the powers and functions of the secretary.

7. TREASURER.

The treasurer shall:

(a) have the custody of the corporate funds and securities;

(b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

(c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

(d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

(e) render to the president and board at the regular meetings of the
board, or whenever they require it, an account of all his transactions as
treasurer and of the financial condition of the corporation;

By-Laws C

<PAGE>

(f) render a full financial report at the annual meeting of the
shareholders if so requested;

(g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

(h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8. ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-
treasurer, or it there are more than one, the one so designated by the secretary
or by the board, shall have all the powers and functions of the treasurer.

9. SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the
corporation shall execute to the corporation a bond in such sum and with such
surety or sureties as the board may direct, conditioned upon the faithful
performance of his duties; to the corporation and including responsibility for
negligence and for the accounting for all property, funds or securities of the
corporation which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES

1. CERTIFICATES.

The share of the corporation shall be represented by certificates. They
shall, be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.

2. LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the man in such manner as it shall require and/or
give the corporation a bond in such sum and with such surety or sureties as it
may direct as indemnity against any

By-Laws H

<PAGE>

claim that may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.

3. TRANSFERS OF SHARES.

(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

(b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4. CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only chose shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing then to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to
applicable Law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board shall think
conducive to the interests of the corporation, and the board may modify or
abolish any such reserve.

By-Laws I
<PAGE>

ARTICLE VII - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal,
Utah." The seal may be used may be used by causing it to be impressed directly
on the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on any corporate obligation
for the payment of money may be a facsimile, engraved or printed.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

ARTICLE IX - FISCAL YEAR

The fiscal year shall begin the first day of January in each year.

ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adapted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

(b) If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board, there shall be see forth in the
notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with a concise statement of the
changes made.

By-Laws J
<PAGE>

SMITH & WESSON CORP.

TRADEMARK LICENSE AGREEMENT

This Agreement, effective as of January 1, 1998, by and between SMITH & WESSON
CORP., a Delaware Corporation with its principal office at 2100 Roosevelt
Avenue, Springfield, Massachusetts 01102-2208, U.S.A. (hereinafter called
Licensor"), and Safari Enterprises, Inc., a Delaware Corporation having its
principal office at 64 Edson Street, Amsterdam, New York 12010, U.S.A.
(hereinafter called "Licensee"). In consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by Licensor and Licensee, the parties agree as
follows:

1. Definitions: As used in this Agreement, the following terms shall have the
following meanings:

a. "Marks" shall mean those trademarks identified in Exhibit A attached
hereto, and also any trade dress of Licensor's products and all of
the Licensor's rights in such Marks including, without limitation,
common law rights, and registrations and applications for
registration of any such Marks in any state, federal or other
jurisdiction.

b. "Licensed Articles' shall mean the articles of merchandise listed in
Exhibit B, attached hereto and marked with one or more of the Marks.

c "Net Sales Price" shall be the invoiced price at which Licensed
Articles are sold or provided by Licensee, less any sales tax, and
less any credits for returns actually made or allowances in lieu of
returns, provided that such returns and/or allowances relate to
sales which were previously included in royalty calculations under
this Agreement and less trade discounts and/or retailer promotional
programs. The Net Sales Price on account of sales, giveaways, or
other transactions, without charge or at discounted prices, and
sales to any person directly or indirectly related to or affiliated
with Licensee shall be computed based on regular selling prices to
the trade. There shall be no deduction from the Net Sale Price on
which royalties are due hereunder for uncollectable accounts,
advertising expenses or other expenses of any kind except those
specifically identified in this Section.

d. "Licensed Territory" is the geographic area identified in Section
2(a) of this Agreement.

e. "Minimum Guaranteed Royalty" shall have the meaning set forth in
Section 3(a) of this Agreement.

f. "Contract Year" and "First Contract Year" shall have the meanings
given those respective terms set forth in Section 2(c) of this
Agreement.
<PAGE>

g. "Dollars" and all references to "royalties", "taxes", "credits", as
well as any and all other monetary values set forth herein shall
refer to or be computed in U.S. Dollars.

2. Grant of License, Term, Licensee's Duties

a. Licensor hereby grants to Licensee an exclusive, indivisible
license, without the right to sublicense to use the Marks in
connection with the manufacture and sale of Licensed Articles in the
United States, its possessions and Canada. Licensee shall not use,
or permit the use of, the Marks with any other product except as
specifically provided in this Agreement.

b. An annual marketing plan must be submitted by Licensee to Licenser
for its approval, along with brand statement and strategy. A minimum
of two percent (2%) of gross annual sales revenue from the Licensed
Articles is to be spent per year by Licensee for promotional
activities including marketing, trade advertising and other
advertising and public relations expenditures.

c. The term of this Agreement shall be for the period beginning January
1, 1998 through July 1, 2001 at midnight, unless sooner terminated.
This Agreement can be renewed for a successive term after the
conclusion of the initial term if a subsequent agreement between the
parties is negotiated. A party's determination not to renew or
extend this Agreement may be effected without cause. Each period set
forth below is referred to as a "Contract Year":

First Contract year - January 1, 1998 - June 30, 1999
Second Contract year - July 1, 1999 - June 30, 2000
Third Contract year - July 1, 2000 - June 30, 2001

d. Licensee shall use its best efforts to promote the sale of Licensed
Articles in the Territory and shall maintain resources and a sales
force sufficient and adequate to accomplish Licensee's obligations
hereunder.

e. Licensee shall make available to Licensor or its designated agent(s)
any Licensed Article on the most favorable terms and conditions
offered by Licensee for that Licensed Article.

3. Royalties and Payment, Minimum Guaranteed Royalty, Reporting

a. Licensee shall pay Licensor a Two Thousand Dollar ($2,000.00)
non-refundable signature fee on signature. In addition, Licensee
shall pay to Licensor a minimum royalty ("Minimum Guaranteed
Royalty") for each Contract Year, or portion thereof, until changed
by mutual written agreement of the parties. For the First Contract
Year, the Minimum Guaranteed Royalty shall be Fifteen Thousand
Dollars ($15,000) reduced by the two thousand dollar ($2,000.00)
signature fee when paid.

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<PAGE>

The remainder First Contract Year Minimum Guaranteed Royalty shall
be payable quarterly in six (6) equal quarterly installments
commencing April 1, 1998. For each Contract Year thereafter, the
Minimum Guaranteed Royalty shall be paid in four equal installments
on the dates on which each royalty payment is due in accordance with
the terms set forth herein. The Minimum Guaranteed Royalty schedule
is as follows:

First Contract Year $15,000
Second Contract Year $25,000
Third Contract Year $35,000

b. Licensee shall pay Licensor a royalty equal to the greater of the
Minimum Guaranteed Royalty or five (5%) percent of the Net Sales
Price at wholesale of all Licensed Articles sold, distributed or
otherwise provided by Licensee during or after the term of this
Agreement. Payments and schedules shall be made in accordance with
the terms set forth hereinafter.

c. On or below the fifteenth day of the first month of each calendar
quarter beginning April 1, 1998, Licensee shall furnish to Licenser
full and accurate statements, certified by the Chief Financial
Officer of Licensee, showing the number, description, total Net
Sales Prices and gross revenue of the Licensed Articles sold,
distributed or otherwise provided by the Licensee during the
preceding calendar quarter. Licensee shall, simultaneously with such
statements, pay to Licensor the royalty due thereon. Licensee may
credit against any such royalty payment any Minimum Guaranteed
Royalty payment made by Licensee contemporaneously with such
quarterly statement. Any Minimum Guaranteed Royalty paid for any
Contract Year shall not be refunded to Licensee. On or before the
first day of the fourth month following the end of each Contract
Year, Licensee shall furnish to Licenser a statement certified by
the Chief Financial Officer of Licensee showing total sales of
Licensed Articles, gross revenues therefrom as well as royalties and
royalties paid for the preceding Contract Year. If such statement
discloses that the amount of royalties paid during any period to
which such statement relates were less than the amount required to
be paid, Licensee shall pay such deficiency concurrently with the
delivery of the statement. The quarterly and yearly statements shall
each show in detail all calculations used in the computation of
royalties.

d. For purposes of this Agreement, a Licensed Article shall be
considered sold or provided when such Article has been shipped,
distributed, paid for, billed or invoiced, whichever first occurs.

e. Any delinquent amounts under this Agreement shall bear simple
interest at the rate of 1.5 percent per month, or if lower, the
highest rate permitted by Massachusetts law, from the due date
thereof until paid.

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<PAGE>

4. Protection of Marks

a. Licensee acknowledges Licensor's exclusive right, title and interest
in and to the Marks, both at common law and under applicable laws in
the United States and all other jurisdictions, and will not, either
directly or indirectly, at any time, do anything to discredit,
encumber or diminish any part of such right, title or interest or
challenge the validity of this License. Licensee agrees that its use
of the Marks will inure entirely to the benefit of Licensor.
Licensee shall assist Licensor, to the extent necessary or
appropriate, upon request by Licensor, in the procurement of any
protection of Licensor's rights in the Marks. Upon Licensor's
request from time to time, Licensee shall provide Licensor with six
specimens of any Mark used on Licensed Articles and whatever other
documentation or information may be requested by Licensor for the
registration of any Mark in any category into which the Licensed
Articles fall.

b. Licensee shall use the Marks only in the form and manner and with
appropriate legends as prescribed from time to time by Licensor, and
shall not use any other trademark or service mark in combination
with any Mark without prior written approval of Licensor. In any
written material, including the packaging, advertising materials,
catalogs, brochures and the like associated with the Licensed
Articles, in addition to the "(R)" symbol displayed adjacent to the
Mark, as appropriate, Licensee shall use the following legend at
least once in each such document: "Licensed Trademark of Smith &
Wesson Corp." Licensee shall display the following notice
prominently on the first page of each such material: "Safari
Enterprises, Inc. is an authorized exclusive Licensee of Smith &
Wesson Corp."

c. Licensee recognizes that the SMITH & WESSON name, all trade dress
and associated marks are world famous and that, even if not
registered in any country, the unauthorized use thereof would
seriously dilute the distinctiveness of such name, trade dress and
the associated marks and would irreparably harm the Licensor.

d. Licensee shall immediately notify Licensor in writing of any
infringements or third party imitations of any Mark or other act of
a third party which may concern the Mark(s), of which Licensee
becomes aware. Licensor shall have the sole right to determine
whether or not any action shall be taken on account of such
infringements or imitations. Licensee shall not institute any suit
or take any action on account of any such infringements or
imitations without first obtaining the written consent of Licensor.

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<PAGE>

e. Licensor shall undertake to apply for and obtain registration, in
its name and at its own expense, of any of the Marks in association
with the Licensed Articles in any country in which Licensee may
request and as deemed by Licenser to be necessary or appropriate to
protect the Marks and the goodwill associated therewith

5. Assignment of Marks

If Licensee shall acquire by act or operation of law by deed or operation
of law any rights in the marks in any country, Licensee shall notify
Licensor and immediately assign such rights to Licenser, together with any
goodwill that may have inured to the benefit of the Licensee. Licensee
shall not permit any other person to use any of the Marks without
Licensor's prior written consent, and shall cause any manufacturer or
other person involved in the production, promotion, sale or provision of
Licensed Articles to agree to assign to Licensor any rights in any Mark
acquired by such manufacturer or other person. Licensee agrees take all
steps as shall be necessary to protect Licensor's trademark rights in such
Marks, and to assure Licensor's exclusive ownership thereof.

6 Indemnification

a. Licensee shall at all times during and after the term of this
Agreement, and to the fullest extent permitted by law, indemnify,
defend and hold harmless Licensor and Licensor's parents,
successors, assigns, franchisees, subsidiaries, affiliates,
licensing agents and distributors, and the present and former
directors, officers, agents and employees of each of the foregoing
entities, from and against any and all damages, demands, claims,
suits, actions, investigations, administrative proceedings, charges,
costs and expenses, including, without limitation, attorneys fees
and court costs, settlement amounts, judgments, compensation for
damages to Licenser's reputation and any losses of any nature which
arise out of or are based on the following:

(1) Any actual or alleged design defect, manufacturing defect,
failure to warn or instruct, breach of contract, breach of
express or implied warranty, unfair or deceptive trade
practices, failure to pay rightful claims, negligence, strict
liability in tort, or any other under any other legal theory
associated in any way with the Licensed Articles;

(2) The infringement, alleged infringement or any other violation
or alleged violation of any patent, trademark, trade dress or
copyright rights or other proprietary rights owned or
controlled by third parties by reason of the manufacture, use,
advertising, sale, service, distribution or provision of the
Licensed Articles;

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<PAGE>

(3) The violation, or alleged violation of any federal, state or
local law or law of any jurisdiction, or of any regulation,
ruling, standard or directive, or of any industry standard
with respect to or applicable to the Licensed Articles;

(4) My insolvency or bankruptcy on the part of the Licensee any
act of government or nature which causes any discontinuation
of the business of Licensee or any forfeiture, change or
discontinuation of lull or partial control of Licensee or a
Sublicensee;

(5) Licensee s breach of any warranty, covenant, representation,
agreement or obligation hereunder;

(6) My sets of omissions of Licensee or its agents, servants or
contractors with respect to the manufacture, promotion,
provision, sale, or servicing of Licensed Articles or use of
the Marks by Licensee; or

(7) Any other acts or omissions of Licensee or agents, servants or
contractors thereof.

b. Licensee shall promptly give Licensor notice of any action, suit,
proceeding, claim, demand, inquiry or investigation relating to the
Marks or Licensed Articles. Licensor may, at its sole option, elect
to undertake the defense of any such action, suit, proceeding,
claim, demand, inquiry or investigation, provided that such an
undertaking by Licensor shall not diminish Licensee's obligation
hereunder to indemnify Licensor and to hold it harmless. All losses
and expenses incurred under this Section shall be chargeable to
Licensee pursuant to its obligations to indemnify under this
Section, regardless of any actions, activity or defense undertaken
by Licensor or the subsequent success or failure of such actions,
activity or defense.

c. Licensor assumes no liability whatsoever for the acts or omissions
of Licensee or any of those with whom Licensee may contract for the
promotion, manufacture, distribution, sale or provision, or
servicing of Licensed Articles notwithstanding any prior consent by
Licensor to such contract.

7. Insurance

Licensee shall maintain, throughout the term of this Agreement, at its own
expense, liability insurance from a U.S. insurance company with a Moody's
rating of "Baa" or higher, with such liability coverages and limits as are
acceptable to Licenser, including insurance against claims from bodily
injury, property damage and with a limit of insurance of at least one
million U.S. dollars ($1,000,000) per occurrence, including a contractual
liability endorsement or a coverage provision which provides coverage to
Licensee's obligations to indemnify Licensor. Such policies shall name
Licensor as an additional

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<PAGE>

insured and shall provide that Licensor shall receive at least thirty (30)
days prior written notice of intent to cancel, alter or amend such policy.
The "other insurance" clause, if any, shall be deleted from such policy
with respect to the coverage furnished to Licensor under such policy and
shall have no application to any insurance maintained by Licensor. The
insurance coverage secured by Licensee shall be primary with respect to
Licensor, and other insurance in force with respect to Licensor shall be
neither primary nor contributing. Licensee shall provide Licensor, within
thirty (30) days after the execution of this Agreement and upon Licensor's
request from time-to-time thereafter, with certificates or other evidence
of insurance required by this Section. Licensee shall keep all insurance
coverages required by this Agreement in full force and effect for a period
of three (3) years after the termination of this Agreement.

8. Quality of Licensed Articles

a. Licensee agrees, represents and warrants to Licensor, that all
Licensed Articles shall be state-of-the-art, of high safety and
structural standards, of such style, appearance, quality and
consistency as shall be suitable for distribution and satisfactory
for consumer usage, and otherwise merchantable and fit for the
purposes for which they are intended to be used. At least 30 days
before manufacturing or promoting, and again before distributing,
selling or providing any Licensed Article, and upon Licensor's
request from time to time, Licensee shall submit to Licensor, for
its written approval, not to be unreasonably withheld, samples of
Mark usage or description of each Licensed Article together with any
labeling, packaging, or promotion material and literature in respect
of which such Licensed Article is to be marketed, distributed or
sold. The number of samples to be furnished by Licensee shall be
such reasonable number as Licensor may from time to time request.
All samples shall be provided without charge to Licensor. No
Licensed Article shall be distributed, sold or provided pursuant to
this Agreement until Licensee has obtained Licensor's written
approval of the samples submitted. It is understood, however, that
failure of the Licensor to provide Licensee with written approval or
rejection of the samples submitted within twenty (20) business days
of the Licensor's receipt of such samples shall be deemed to
constitute approval on the part of the Licensor of such samples.

b. All Licensed Articles shall be of the same quality and workmanship
as the approved sample, and in the manufacture and provision
thereof, Licensee shall cause to be used state-of-the-art
manufacturing processes, techniques and quality control procedures
in order to ensure that the Licensed Articles will consistently
comply with the highest product quality standards. Under no
circumstances shall Licensee sell, distribute, give away or
otherwise deal or cause to have sold, distributed, given away or
otherwise dealt Licensed Articles that are seconds or substandard,
that bear a distortion of the Marks or that otherwise do not comply
with this Agreement.

-7-
<PAGE>

c. Licensee shall consistently distinguish the Licensed Articles from
other products and services manufactured, distributed or sold by
Licensee and shall avoid any confusing similarity between such other
products and services and the Licensed Articles. Licensee shall take
such actions as are necessary to maintain the Licensed Articles as
separate and distinct lines of styling, design and merchandising
from any other product and service manufactured, sold or provided by
Licensee.

d. Licensee shall, no later than ninety (90) days before the expiration
of any Contract Year, furnish Licensor a statement showing the
number and description of Licensed Articles in inventory and in
process.

9. Compliance with Government, Regulations, Industry Standards and Product
Testing

Licensee agrees that the manufacture, distribution and sale of the
Licensed Articles will conform at all times to all applicable federal,
state and local laws, regulations, industry standards, ordinances and
other enactments, including, without limitation, those relating to product
safety in all countries into which the Licensed Articles are shipped.

10. Promotional Material

Licensee shall not use the Marks or any reproduction thereof in any
advertising, promotional or display material without Licensor's prior
written approval. Under no circumstances will promotional materials or
programs be used by Licensee that reflect unfavorably on the Marks or
disparage marks of third parties. All advertising, display or promotional
copy utilizing or in any way connected with the Marks, shall carry a
notice that the Marks are the property of Licensor, and at least six (6)
copies of such advertising, display or promotional copy shall be submitted
to Licensor for prior written approval, not to be unreasonably withheld,
at least thirty (30) days in advance of production and upon Licensor's
request from time to time thereafter. Any approval granted by Licensor
under this Section will extend only to Licensee's use of the Marks. It is
understood, however, that failure of the Licenser to provide Licensee with
written approval or rejection of the copies submitted within twenty (20)
business days of the Licensor's receipt of such copies shall be deemed to
constitute approval on the part of the Licensor of such copies. Licensor
shall not be liable for content or accuracy of such advertising,
promotional or display material nor for infringement of patents,
copyrights, trademarks, or any other proprietary rights owned, used, or
controlled by third parties, by reason of Licensee's promotional
activities.

11. Records

a. Licensee shall keep accurate books of account and records covering
all transactions relating to the license herein granted. Licensor
and its duly authorized independent accountants or other
representatives shall, from time to time, have the right at
reasonable times upon Licensor's prior

-8-
<PAGE>

written request of at least thirty (30) business days to examine
such books of account and records and other documents and material
in Licensee's possession or under its control with respect to
Licensee's activities in connection with this Agreement, and such
persons shall have free and full access for such purposes and may
make copies thereof or extracts therefrom. Licensee shall keep all
such records available to Licensor for at least three (3) years
after expiration or termination of this Agreement. Licensee will
designate a symbol or number which will be used exclusively in
connection with the Licensed Articles and with no other articles or
services which Licensee may manufacture, sell or distribute, and
that duplicates of all billings by Licensee to its customers with
respect to Licensed Articles shall be kept by Licensee for
inspection as is herein provided.

b. If any audit by Licensor shall reveal a shortfall of royalties paid
by Licensee against royalties actually due in accordance with this
Agreement. Licensee shall within fifteen (15) days make payment to
Licenser of such shortfall, plus simple interest at the rate of 1.5
percent per month or if lower, the highest rate permitted by
Massachusetts law, for the period of such shortfall. In addition, if
such audit shall reveal a shortfall of more than five percent (5%)
of royalties due, Licensee shall reimburse Licensor for the services
of its accountant and for any other expenses of Licenser incident
thereto including, without limitation, any attorneys' fees and costs
of collection.

12. Termination

In addition to any other rights which Licensor may otherwise have,
Licensor may terminate this Agreement at any time, immediately upon
written notice;

a. If within six (6) months from the date of this Agreement, Licensee
shall not have begun the bona fide design, specification and/or
concluded contracts for production, distribution or sale of the
Licensed Articles; or

b. If Licensee shall, after said written notice, fail for a period in
excess of three consecutive months to continue the bona fide design,
specification, distribution or sale of the Licensed Articles; or

c. If Licensee shall fail to make any payment due hereunder or to
deliver any of the statements required hereunder) and if such
default shall continue for a period of 15 days after notice of such
default by Licensor to Licensee or if such a failure shall occur
twice in any consecutive 12-month period even if both failures are
corrected as provided hereunder; or

d. If Licensee or its property:

1) Becomes subject to a receiver or trustee; or

-9-
<PAGE>

2) Becomes insolvent; or

3) Becomes subject to an involuntary or voluntary petition under
National Bankruptcy Laws, or

4) Makes an assignment for the benefit of its creditors; or

e. If there is any deliberate deficiency in the Licensee's reporting
which affects royalties or gross revenue or any other aspect of this
Agreement; or

f If any warranty, representation or covenant made by Licensee
hereunder, or any information as to product quality or safety
provided by Licensee hereunder, is false or misleading; or

g. If Licensee fails to comply with any term or condition of this
Agreement, other than those specifically set forth in clauses a.
through f. above, and such non-compliance continues beyond a period
of fifteen (15) days after notice thereof is given by the Licensor.

Any termination by Licensor shall be without prejudice to any of
Licensor's other rights or remedies.

13. Effect of Termination

a. After expiration or other termination of this Agreement, Licensee
shall have no further right to manufacture, distribute, sell,
exploit, provide, render or otherwise deal in any Licensed Articles
which utilize the Marks, except that Licensee may dispose of
Licensed Articles which are on hand or in process or to be provided
at the time of expiration or termination so long as (1) Licensee
reports in writing to Licensor, no later than thirty (30) days after
termination of this Agreement, the total number of Licensed Articles
which will be disposed of, (2) the sale or provision thereof is
completed within six months, (3) all payments when due are made to
Licensor, (4) such disposal or provision of Licensed Articles shall
be in accordance with the terms of this Agreement, and (5)
statements and royalty and gross revenue share payments with respect
to that period are made by Licensee in accordance with Section 3.
Notwithstanding the foregoing, in the event this Agreement is
terminated pursuant to Sections 12(c), 12(d), 12(e), 12(f), or
12(g), Licensee shall not dispose of or provide any Licensed
Articles which are on hand, in process or to be provided at the time
of termination in association with the Marks. A final statement and
payment shall be made by Licensee within fifteen (15) days after the
end of such six-month period. Upon expiration of such 6-month period
herein, all molds, plates, prints and other materials used to
reproduce the Marks for the manufacture or provision of the Licensed
Articles and related advertising shall be destroyed and evidence of
such destruction shall be given to the Licensor.

-10-
<PAGE>

b. In the event this Agreement expires or is otherwise terminated for
any reason, Licensee shall, and hereby does agree to assign to
Licenser any and all rights of Licensee in the Marks, including
associated goodwill, and the designs, trade dress and styles of the
Licensed Articles to the extent such design or styles contain or
employ any of the Marks, and shall not thereafter market,
manufacture or sell any such designs or styles or use the Marks in
any manner in connection with any provided services.

c. Except as provided in subsection (a) of this paragraph, upon the
expiration or termination of this Agreement, Licensee shall
immediately cease all further use of the Marks and any names,
trademarks, trade dress, characters, symbols, designs, likenesses or
visual representations as might be likely to cause confusion or
deceive purchasers or prospective purchasers or dilute any trade
name, trademark, trade dress or service mark of Licensor including,
without limitation, Licensor's corporate and private names, other
trademarks, trade dress symbols, designations, indices, slogans and
other means of identifying products or services of Licensor, whether
or not identified herein as a Mark.

d. Licensee agrees that the Marks are distinctive and possess special,
unique and extraordinary characteristics which make difficult the
assessment of the monetary damages that Licensor would sustain by
unauthorized use. Licensee recognizes that irreparable injury would
be caused to Licensor by any unauthorized use of the Marks and
agrees that preliminary and/or permanent injunctive and other
equitable relief would be appropriate in the event of a breach of
this Agreement by Licensee provided, however, that such remedy shall
not be exclusive of other legal remedies otherwise available.

e. Licensee's obligations and agreements set forth in Sections 3
through 11, 13, 14, 17, 19 and 20 shall survive any termination or
expiration of this Agreement.

-11-
<PAGE>

14. Notices

All notices and statements to be given hereunder shall be in writing, any
such notice or statement shall be deemed duly given if mailed by certified
mail, return receipt requested, if to Licensor, at;

Smith & Wesson Corp.
2100 Roosevelt Avenue
P.O. Box 2208
Springfield, MA 01102-2208, U.S.A.

Attention: John Steele
Director of Licensing

and it to Licensee, at:

Safari Enterprises, Inc.
64 Edson Street
Amsterdam, New York 12010

Attention: Morton Berger
President

15. No Joint Venture

Nothing in this Agreement shall be construed to place the parties in the
relationship of partners or joint ventures and Licensee shall have no
power to [ILLEGIBLE]

-12-
<PAGE>

this Agreement; b) Licensee shall not sell or otherwise transmit or
transfer to any party engaged in the design or manufacture of items
similar to any of the Licensed Articles, any design, style, know-how,
technology or other item or knowledge of a technical or competitive
nature, furnished to Licensee by or through Licensor. Any transfer or
attempt to transfer of this license to any entity in which the present
directors of Licensee do not have voting control shall be deemed an
assignment prohibited hereunder. The consent of Licensor to one
assignment, transfer or sublicense shall not be deemed to be consent to
any subsequent assignment, transfer or sublicense. Nothing provided herein
shall limit Licensor's right to transfer and/or assign any of its rights
hereunder.

18. Score and Modification

This Agreement sets forth the entire agreement between the parties, and
supersedes all prior agreements and understandings between the parties,
relating to the subject matter hereof. None of the terms of this Agreement
may be waived or modified except as expressly agreed in writing by both
parties.

19. Severability

Should any provision of this Agreement be declared void or unenforceable,
the validity of the remaining provisions shall not be affected thereby.

-13-
<PAGE>

20. Governing Laws, Jurisdiction and Venue for Suit

a This Agreement shall be made in the Commonwealth of Massachusetts
and its terms shall be interpreted in accordance with and governed
by the laws thereof.

b. Any suit, action or other proceeding brought by Licensee which stems
from or relates to the subject matter of this Agreement shall be
limited to an action brought in U.S. District Court in Springfield,
Massachusetts, USA.

c. Licensee hereby waives any and all right to assert a defense based
on jurisdiction and/or venue for an action by Licensor brought in
U.S. District Court in Springfield, Massachusetts, USA which stems
from or relates to the subject matter of this Agreement.

Licensor:

Witnessed By: SMITH & WESSON CORP.

/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
- ----------------------- --------------------------
(Title) V.P. Administration
----------------------
Date: November 6, 1997
------------------------

Licensee:

Witnessed By: SAFARI ENTERPRISES, INC.

/s/ [ILLEGIBLE] By: /s/ Morton Berger
- ----------------------- --------------------------
(Title) President
----------------------
Date: November 4, 1997
------------------------

-14-
<PAGE>

EXHIBIT "A" - Licensed Marks

SMITH & WESSON - as seen in U.S. Registration No. 95,164

S & W MONOGRAM - as seen in U.S. Registration No. 1,724,977

-15-
<PAGE>

EXHIBIT B - Licensed Articles

Still cameras, including single use still cameras.

-16-
<PAGE>

[LETTERHEAD OF Smith & Wesson]

January 12, 1996

Mr. Mort Berger
Safari Enterprises, Inc.
64 Edson St.
Amsterdam, NY 12010

Dear Mort;

This letter will confirm that we are adding recoil pads for firearms to your
existing license agreement effective January 1, 1998.

If you have any questions, don't hesitate to contact me.

Best Regards,

/s/ John Steele

John Steele
Director of Licensing and Merchandising

JSS: jid

Accepted: /s/ Morton Berger
---------------------------
Morton Berger
<PAGE>

[LETTERHEAD OF Smith & Wesson]

May 18, 1999

Mr. Morton Berger, President
Safari Enterprises
64 Edson Street
Amsterdam NY 12010

Dear Mort,

Further to our several discussions, this letter will serve as an amendment to
our Trademark License Agreement dated January 1, 1998. The agreement is amended
as follows:

Exhibit B - Licensed Articles

Targets for use with firearms. Specifically excludes all animal
silhouettes, and all human silhouettes except for specific use by law
enforcement agencies.

All other terms and conditions of the above referenced Trademark License
Agreement remain the same.

Please sign both originals, keep one for your files and return a signed original
to me.

Best Regard Accepted,

/s/ John Steele

John Steele, Director Morton Berger, President
Licensing and Merchandising Safari Enterprises
<PAGE>

Agreement made as of the 1st day of April, 1994, between Safari
Associates, Inc., having its office at 64 Edson Street, Amsterdam, New York,
hereinafter called the Employer, and Morton Berger, residing at 13 Eastbourne
Drive, Spring Valley, New York, hereinafter called the Manager.

1. Term. The Employer employs the Manager for a term of five years from the
date hereof as Manager of the Employer's business, subject to termination
and extension as hereinafter provided.

2. Duties. The Manager shall well and faithfully serve the Employer in such
capacity as aforesaid, and shall at all times devote his whole time,
attention and energies to the management and improvement of said business
to the utmost of his ability, and shall do and perform such services, acts
and things connected therewith as the Employer shall from time to time
direct and are of a kind properly belonging to the duties of a manager.

3. Restrictive Covenant. The Manager shall not divulge any matters relating
to said business or to the Employer or to any customer which may become
known to the Manager by reason of his employment or otherwise, save as in
so far as may be necessary in the interests of said business.

4. Compensation. The Employer shall pay the Manager a salary of One Thousand
($1,000.00) Dollars a week.

5. Termination. Either party may terminate this agreement by giving the other
three months' notice in writing, but without prejudice to any right or
claim which may have then accrued to either of the parties hereunder. In
the event of the illness of the Manager or other cause incapacitating him
from attending to his duties as manager for twelve (12) consecutive weeks,
the Employer may terminate this agreement without notice upon payment to
the Manager of Twenty Five Thousand ($25,000.00) Dollars in lieu of notice
in addition to all, if any, arrears of salary. In the event of a breach of
this agreement by the Manager, the Employer may terminate this agreement
and shall pay to the Manager all unpaid salary, if any, accrued to the
date of termination.

6. Extension. This agreement shall continue from year to year after the
original term.

7. This agreement shall be interpreted in accordance with the laws of the
State of New York.

8. This agreement sets forth the complete understanding of the parties and
may not be modified except in writing signed by both parties.

9. In the event of a dispute under this agreement, said dispute shall be
submitted to the American Arbitration Association in the City of New York,
and both parties agree to share equally the costs of arbitration and
further agree to be bound by its decision.
<PAGE>

Any decision of the American Arbitration Association may be reduced to a
judgment in the Courts' of the State of New York.

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their names and
seals as of the day and year first above written.

Safari Associates, Inc.

By: /s/ Lillian Berger
----------------------------
Lillian Berger Sec/Treasurer

/s/ Morton Berger
----------------------------
Morton Berger
<PAGE>

[LETTERHEAD OF Smith & Wesson(R) Targets]

December 14, 1999

Mr. Richard Heitfield, President
Creative Urethanes, Inc.
310 N. 21st Street
Purcellville, VA 20134

Dear Mr. Heitfield:

Enclosed please find an executed original of our agreement. Please execute a
duplicate original and return same to our office.

Very Truly Yours,

/s/ Morton Berger
Morton Berger
President
<PAGE>

Agreement

This Agreement is made this 1st day of November, 1999, by and between
Safari Target Corporation d/b/a Smith & Wesson Target; hereinafter referred to
as "Buyer", and Creative Urethanes Inc., hereinafter referred to as "Seller".
This agreement supersedes all previous agreements.

WITNESSETH:

WHEREAS, Buyer owns certain proprietary designs for self-sealing targets
and bases (hereinafter collectively "Products"), and also owns the molds used
for the manufacture of such Products; and

WHEREAS, Seller is desirous of manufacturing Products for Buyer, using
Buyer's molds, and of selling such manufactured Products exclusively to Buyer
pursuant to the terms and conditions hereof; and

WHEREAS, Buyer is desirous of having Seller manufacture said products
exclusively for Buyer and of purchasing said manufactured products exclusively
from Seller pursuant to the terms and conditions hereof;

NOW, THEREFORE, for good and valuable consideration, receipt and
sufficiency of which is acknowledged, the parties hereby agrees as follows:

1. Seller agrees that it will manufacture self-sealing targets exclusively
for Buyer and Buyer agrees it will purchase self-sealing targets exclusively
from Seller.

2. ORDERS: All purchase to be made pursuant to this Agreement shall take
the form of separate orders to be communicated in writing, from time to time,
from Buyer to Seller. Orders will be prioritized according to Buyer's purchase
orders to the best of Seller's ability.

3. TERMS: The prices which Seller shall charge to Buyer for the Products
shall be in accordance with quotations supplied to Buyer prior to and during the
term of contract, appended hereto and made a part hereof. All Products shall be
shipped by Seller F.O.B, Purcellville, Virginia, to Buyer's business address at
64 Edson Street, Amsterdam, NY 12010 and Buyer shall pay the freight charges.
Buyer shall pay to Seller the sum due on the Products which it purchases
according to the net 30 day terms established by seller's credit department.
Buyer agrees to pay a finance charge on all outstanding invoices that are beyond
terms at a rate of 1.50% applied to over due balances at the end of each month
and payable within the next calendar month.

4 QUALITY CONTROL: Seller agrees that all Products which it manufactures
for Buyer shall comply with Buyer's Quality Control Guidelines. In the event
that any of the Products fail to comply with such Quality Control Guidelines,
Seller shall credit Buyer's account for the amount paid for such non-complying
products and include costs for processing and return of non-conforming items.
Replacement of non-conforming product will be ensured but Seller reserves the
right to inspect the non-conforming products prior to issuance of the credit to
Buyer's account.

1
<PAGE>

Agreement

5. MANUFACTURE: All manufacture of the Products shall be performed by
Seller Using "Durothane" TM, proprietary polyurethane system specifically
designed for self-sealing target requirements. All molding will be done in
tooling developed for and purchased by the Buyer. Seller shall not directly or
indirectly subcontract the manufacture of any Products without prior written
consent from Buyer. All molds purchased shall remain the property of the Buyer
and be the responsibility of the Seller while at the manufacturing facility. At
termination of this agreement, Seller agrees to return the molds to Buyer at
Buyer's expense upon payment of all outstanding invoices, if any. Buyer is
responsible for cost of mold maintenance, repair or replacement and will issue
purchase orders as required.

6. PROPRIETARY RIGHTS: All Products manufactured by Seller for Buyer using
Buyer's molds and Durothane, TM urethane technology are proprietary products to
be sold only to Buyer or its designees. Seller agrees that it shall not use
Buyer's molds to manufacture Products for itself or for anyone other than Buyer.
Buyer agrees to utilize Seller as the only manufacturing facility unless the
manufacturing agreement is terminated as in 7 thereof.

Seller further agrees that for the duration of this agreement it will not
manufacture self-sealing targets for or to anyone other than the Buyer and it'
designees. It is also understood and agreed that should Seller decide not to
renew this agreement or becomes unable to continue to manufacture self-sealing
targets and target bases for Buyer, it will return buyer's molds to buyer at
Buyer's expense upon payment for any outstanding debt owed to Seller, if any.
Additionally, Seller will transfer to Buyer or it's designee, complete technical
know-how, including but not limited to materials, formulas (Durothane, TM
technology), production procedures, list and description of necessary equipment
and other information required by Buyer to establish it's own manufacturing
facility and will render technical assistance in the establishment of such
facility. Buyer agrees to pay Seller for the aforesaid transfer of know-how and
technical assistance. The value of which, to be determined at such time of
transfer. Seller agrees that in consideration of the payment it shall receive
for the transfer of know-how, it shall not directly of indirectly transfer said
know-how to any third party and will not directly or indirectly compete with
Buyer in the manufacture or sale of self-sealing targets for a period of three
years after the transfer of know-how and technical assistance is complete.

7. TERM: The initial term of this Agreement shall expire on November 1,
2000. The Agreement shall automatically renew for successive one (1) year
periods, expiring each November 1, unless either party shall give notice to the
other, not earlier than September 1, and not later than October 1, indicating
that it does not desire to renew the Agreement, in which event the Agreement
shall expire on the following November 1. Contract year defined as November 1 to
October 31.

8. INVENTORY: In the event of termination or expiration of this Agreement,
any inventory of products in Seller's possession shall be purchased by Buyer.

2
<PAGE>

Agreement

9. BREACH: If either party shall be in default of any of the terms and
provisions of this Agreement, the non-defaulting party shall have the right to
give notice of intent in writing, by certified mail, addressed to the other
party at it's address as herein set forth, to terminate within sixty (60) days,
specifying in such notice the grounds for the alleged breach or default. If the
party receiving such notice corrects the breach or default within the sixty (60)
day period, then the Agreement shall continue in full force and effect. However,
if the breach or default is not cured within such time, then the party giving
notice shall have the right to terminate this Agreement forthwith.

10. WARRANTY: Seller guarantees material and workmanship on all products
manufactured in accordance with this agreement.

11. NOTICES: All notices permitted or required hereunder shall be in
writing, sent by certified mail, addressed as follows:

To Buyer: Smith & Wesson Targets
64 Edson Street
Amsterdam, NY 10210

To Seller: Creative Urethanes, Inc.
P.O. Box 919
Purcellville, VA 20134

12. LAW: This Agreement shall be deemed to be made and accepted in, and
shall be interpreted in accordance with the laws of the State of Virginia

13. This agreement sets forth the entire understanding of the parties and
may not be changed or modified except in writing by the parties
intended to be bound.

14. This agreement may not be assigned by the seller.

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their names
and seals by their duly authorized representatives, to be effective as of the
date first above written.

Smith & Wesson Targets

By: /s/ Morton Berger
----------------------------
Morton Berger, President

Creative Urethanes, Inc.

By: /s/ Richard Heitfield
----------------------------
Richard Heitfield, President

3
<PAGE>

MORTGAGE

Safari Enterprises, Inc.
Mortgagor

Lillian Berger,
Mortgagee

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

Return To:

Lillian Berger
13 Eastbourne Drive
Spring Valley, New York 10977

Phone: (914) 425-6484
<PAGE>

MORTGAGE

This indenture, made the 21st day of October, 1996, between SAFARI
ENTERPRISES, INC., a Delaware Corporation, having its principle office at No. 64
Edson Street, Amsterdam, N.Y. 12010, hereinafter referred to as the MORTGAGOR,
and LILLIAN BERGER, residing at No. 13 Eastbourne Drive, Spring Valley, N.Y.
10977, hereinafter referred to as the MORTGAGEE.

WITNESSETH:

WHEREAS, the City of Amsterdam Industrial Development Agency, having an
office at No. 61 Church Street, Amsterdam, New York, did by a certain
lease/purchase agreement, bearing date the 21st day of December, 1993, demise
and lease to SAFARI ENTERPRISES, INC., its successors and assigns, all and
singular the premises hereinafter mentioned and described, together with its
appurtenances; to have and to hold the same unto the said SAFARI ENTERPRISES,
INC., its successors and assigns, for and during and until the full end and term
of ten years, from the 1st day of July , 1994, fully to be
complete and ended on the 1st day of July, 2004, yielding and paying therefor
unto the said City of Amsterdam Industrial Development Agency and its successors
and assigns, the yearly rent or sum of $12,375.36; and

WHEREAS, the MORTGAGOR is justly indebted to the MORTGAGEE in the sum of
$39,500.00, lawful money of the United States, to be repaid on December 1, 1997,
together with interest thereon at the rate of nine (9%) percent per annum, to be
paid in installments as follows: Interest to the 1st day of December, 1996, and
thereafter, interest only of $296.25 on the first day of each month until the
1st day of December, 1997, when the unpaid principle balance, including accrued
interest, shall become due and payable according to a certain note or obligation
bearing even date herewith, the MORTGAGOR for better securing the payment of the
said sum of money mentioned in the condition of the said note or obligation,
with interest thereon, and also in consideration of the sum of one dollar to the
MORTGAGOR in hand paid by the MORTGAGEE, the receipt whereof is acknowledged,
has granted, bargained, sold, assigned, transferred and set over, and by these
presents does grant, bargain, sell, assign, transfer and set over unto the
MORTGAGEE.

ALL the premises known as No. 64 Edson Street, Amsterdam, New York, consisting
of approximately 1.5 acres of land and the building thereon erected, located in
the Edson Street Industrial Park, commonly known as lots number 7 and 8 as shown
on a map of the Edson Street Industrial Park prepared by Surveying and Mapping
Consultants, which map is dated November 23, 1992, and which lots bear Tax Map
SBL Number 56.14-2-04; the aforesaid lots 7 and 8 partially border along the
Southerly boundary of Edson Street. The subject premises are shown on a survey
map that was prepared by Richard A. Papa, licensed land surveyor, dated April
24, 1991, and revised on June 4, 1991, a copy of which is annexed hereto and
marked "Exhibit A". The aforesaid premises were previously conveyed to MORTGAGOR
by the Amsterdam Industrial Development
<PAGE>

Agency by deed dated October 4, 1993, which deed was recorded in the Montgomery
County Clerk's Office on November 15, 1993, in Book 571 of Deeds at Page 140.

Together with all and singular the edifices, buildings, rights, members,
privileges, and appurtenances thereunto belonging or in any wise appertaining;
And also all the estate, right, title, interest, term of years yet to come and
unexpired, property, possession, claim and demand whatsoever, as well in law as
in equity, of the MORTGAGOR, of, in and to the said demised premises, and every
part and parcel thereof, with the appurtenances: And also the said lease, and
the renewals and security therin provided for, and every clause, article and
condition therein expressed and contained to have and to hold the said lease and
renewals and the security or securties deposited and to be deposited thereunder,
and other hereby granted premises unto the MORTGAGEE, her assigns to their
proper use, benefit and behoof for and during all the rest, residue and
remainder of the said term of years yet to come and unexpired, in said lease and
in the renewals provided for therein, subject, nevertheless, to the rents,
covenants, conditions and provisions contained in said lease.

Provided always, and these presents are upon the express condition, that
if the MORTGAGOR shall well and truly pay unto the MORTGAGEE the said sum of
money mentioned in the condition of the said note or obligation, and the
interest thereon, at the time and in the manner mentioned in the said condition,
according to the true intent and meaning thereof, that then and from thenceforth
these presents and the estate hereby granted, shall cease, determine and be
utterly void, anything hereinbefore or hereinafter contained to the contrary
notwithstanding.

And the MORTGAGOR does hereby covenant, grant, promise and agree to and
with the MORTGAGEE that it shall well and truly pay unto the MORTGAGEE the said
sum of money mentioned in the condition of the said note or obligation, and the
interest thereon, according to the condition of the said note or obligation.

And it is hereby expressly agreed that the whole of said principal sum
shall become due at the option of the said MORTGAGEE or OBLIGEE after default in
the payment of any installment of principal, or after default in the payment of
interest for ten days, or after default in the payment of any rent or other
charge made payable by said indenture of lease for fifteen days, or after
default in the payment of any tax or assessment for thirty days after notice and
demand.

And that the said premises hereby conveyed now are free and clear of all
encumbrances whatsoever, except as aforesaid, and that MORTGAGOR has good right
and lawful authority to convey the same in the manner and form hereby conveyed.

And the MORTGAGOR further covenants with the MORTGAGEE as follows:

That the MORTGAGOR will pay the indebtedness as hereinbefore provided
<PAGE>

That the MORTGAGOR will pay the rents, taxes, water rates and other
charges provided to be paid by the said lease, and the MORTGAGOR will on demand
at any time produce receipts evidencing payment of the rents, taxes, water rates
and other charges provided for in said lease, and the MORTGAGOR shall upon
fifteen days notice comply with any other covenant or condition contained in
said lease, and upon the failure of the MORTGAGOR so to do, the MORTGAGEE may
declare the unpaid principal of this mortgage due and payable and may pay the
same, and comply with the covenants or conditions, and add the amount or amounts
so paid, or the cost of complying with such covenants or conditions, to the
principal of this mortgage, and said amount or amounts and the unpaid principal
of this mortgage shall forthwith be due and payable to the MORTGAGEE at her
option.

That the MORTGAGOR will keep the rents and profits issuing from said
building and premises insured against loss by fire for the benefit of the
MORTGAGEE, and in case the lease shall provide for a cancellation of the same by
reason of fire, then and in that event the MORTGAGOR shall keep the said
premises insured against such cancellation for the benefit of the MORTGAGEE.

That on demand the MORTGAGOR shall furnish to the MORTGAGEE in writing the
names and addresses of each of the tenants occupying the mortgaged premises, the
amounts of the rentals paid by each of them and the terms of such tenancies.
Upon its failure to do so or upon giving false information, the MORTGAGEE may
declare the unpaid amount due and payable at his option.

That any notice or demand or request may be made in writing and may be
served in person or by mail.

That in case of a sale, said premises, or so much thereof as may be
affected by this mortgage, may be sold in one parcel.

That the holder of this mortgage, in any action to foreclose it, shall be
entitled, without notice and without regard to the adequacy of any security for
the debt, to the appointment of a receiver of the rents, issues and profits of
the said premises; and in the event of any default in paying said principal or
interest, or in case of a default of compliance with any of the terms and
conditions of this mortgage, or any of the terms and conditions of the said
lease on the part of the MORTGAGOR to be performed, such rents and profits are
hereby assigned to the holder of this mortgage as further security for the
payment of said indebtedness, and thereupon the said lease and the renewals and
the security thereunder are hereby assigned to the MORTGAGEE, and that then and
from thenceforth it shall be lawful for the MORTGAGEE, her assigns, to sell,
transfer and set over, all the rest, residue and remainder of the said term of
years yet to come, and all other, the right, title and interest of the said
MORTGAGOR of, in and to the same, at public auction, according to the act in
such case made and provided. And as the attorney of the said MORTGAGOR, for that
purpose and by these presents duly authorized, constituted and appointed, to
make, seal, execute, and deliver to the purchaser or
<PAGE>

purchasers thereof, a good and sufficient assignment, transfer or other
conveyance in the law, for the said premises, with the appurtenances; and out of
the moneys arising from such sale, to retain the principal and interest which
shall then be due on the said note or obligation, together with the costs and
charges of advertisement and sale of the said premises, together with legal fees
of 20% of the amount due and owing at the time of sale, together with court
costs, rendering the overplus of the purchase money, if any, unto the MORTGAGOR,
its successors and assigns. Said sale, shall forever be a perpetual bar, both in
law and in equity against the MORTGAGOR, its successors, and assigns or anyone
making a claim to the premises, or any part thereof from or under any rights
claimed by or through the MORTGAGOR.

That no building on the premises shall be removed or demolished without
the written consent of the MORTGAGEE.

If any action or proceeding be commenced, other than an action by the
holder of this mortgage, to which action or proceeding the holder of this
mortgage is made a party, or in which it becomes necessary to defend or uphold
the lien of this mortgage, all sums paid by the holder of this mortgage for the
expense of any litigation to prosecute or defend the rights and lien created
hereby, including reasonable counsel fees, shall be paid by the MORTGAGOR,
together with interest thereon, and any such sums and the interest thereon shall
be a lien on said premises, attaching or accruing subsequent to the lien of this
mortgage, and shall be deemed secured by this mortgage and by the obligation
which it secures. In any action or proceeding to foreclose this mortgage, or to
recover or collect the debt secured thereby, the provisions of law of the State
of New York respecting the recovery costs, disbursements and allowances shall
prevail unaffected by this covenant.

The waiver in any one instance of any of the terms or provisions hereof,
or of the note accompanying the same, shall apply to the particular instance at
the particular time only, and shall not be deemed a continuing waiver, but all
the terms, covenants and agreements of this mortgage, and the note accompanying
same, shall survive and continue to remain in full force and effect.

That the MORTGAGEE will within 15 days upon request, furnish a statement
of the amount due on this mortgage. If the MORTGAGOR disagrees with said amount,
it shall notify the MORTGAGEE within ten days of the receipt thereof, of the
amount it determines is due.

IN WITNESS WHEREOF, this mortgage has been duly executed by the MORTGAGOR.

SAFARI ENTERPRISES, INC.

By: /s/ Morton Berger
------------------------
Morton Berger, President

[SEAL]
<PAGE>

[GRAPHIC OMITTED]
<PAGE>

STATE OF NEW YORK )
COUNTY OF ROCKLAND)

On the 22nd day of October, 1996, before me personally came Morton Berger, to me
known, who, being by me duly sworn, did depose and say that he resides at No. 13
Eastbourne Drive, Spring Valley, New York; that he is the President of Safari
Enterprises, Inc., the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name thereto by like
order.

/s/ Louis Reda
-----------------------------------
Notary Public

LOUIS REDA
NOTARY PUBLIC State of New York
NO. 85136_6
QUALIFIED IN ROCKLAND COUNTY
COMMISSION EXPIRES Nov 30, 1996

State of New York )
County of Montogomery ) SS.

Basic Mort. Tax $197.50 Paid
------------

Special Tax $ 98.75 Paid
------------

Date 10-25-96

/s/ Helen A. Bartone
- ------------------------------
HELEN A. BARTONE, COUNTY CLERK

STATE OF NEW YORK)SS
MONTGOMERY COUNTY)
Recorded on the 25th day
of Oct. 1996 at 2:46
o'clock P.M. in Book 726
of Mortgage at page 113 and
examined.

/s/ Helen A. Bartone
---------------------------
CLERK
<PAGE>

[LETTERHEAD OF Smith & Wesson (R) Recoil Pad Company

September 24, 1999

Mr. Mark Hendricks
P.O. Box 507
Montezuma, IO 50171

Dear Mark:

This letter is intended to confirm that you have been retained to act as our
technical consultant in our development of new recoil and cheek pads.

In consideration of your services, we will pay you $0.25 per pad sold with
regard to pads developed with your technical assistance.

Any patents resulting from your consulting services shall inure to the benefit
of and be applied for and issued in the name of Safari Associates, Inc., or its
designee. Furthermore, anything done by you in your capacity as our consultant
shall be proprietary to us and shall not be disclosed by you to any third party
unless agreed to by us.

This agreement may not be assigned by you except to a corporation in which you
own 75% of the issued and outstanding corporate stock.

If this letter correctly sets forth our understanding, please sign the enclosed
duplicate original and return it to our office.

Sincerely,

/s/ Morton Berger
Morton Berger

Agreed and consented to this 30 day of
September, 1999.

/s/ Mark Hendricks
- --------------------------------------
Mark Hendricks