AGREEMENT AND PLAN OF MERGER

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EXHIBIT 10.41

Execution Copy

AGREEMENT AND PLAN OF MERGER

DATED AS OF DECEMBER 15, 2006

AMONG

SMITH & WESSON HOLDING CORPORATION;

SWAC-TC, INC.;

BEAR LAKE ACQUISITION CORP.;

AND

TGV PARTNERS-TCA INVESTORS, LLC;

E.G. KENDRICK, JR.;

AND

GREGORY J. RITZ


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TABLE OF CONTENTS

<TABLE>
<S> <C>
SECTION 1. MERGER OF SWAC AND BEAR LAKE..................................... 1

1.1 Merger............................................................. 1
1.2 Effect of the Merger............................................... 1
1.3 Certificate of Incorporation and Bylaws............................ 1
1.4 Directors.......................................................... 2
1.5 Officers........................................................... 2
1.6 Status and Conversion of Securities................................ 2
1.7 Further Documents.................................................. 4
1.8 Effective Time..................................................... 4
1.9 Closing............................................................ 4

SECTION 2. STOCKHOLDER APPROVALS............................................ 4

SECTION 3. REPRESENTATIONS AND WARRANTIES................................... 5

3.1 Representations and Warranties of Bear Lake......................... 5
3.2 Representations and Warranties of Smith & Wesson and SWAC........... 13
3.3 Representations and Warranties of Principal Stockholders............ 15

SECTION 4. COVENANTS........................................................ 15

4.1 Mutual Covenants of the Parties.................................... 15
4.2 Covenants of Bear Lake............................................. 16
4.3 Environmental Remediation Plan; Environmental Escrow............... 18
4.4 Filings Under the HSR Act and Other Antitrust Filings.............. 24
4.5 Other Acquisition Proposals........................................ 25
4.6 OSHA Compliance.................................................... 26
4.7 Press Releases and Announcements................................... 26
4.8 Advice of Changes.................................................. 26

SECTION 5. CONDITIONS PRECEDENT TO OBLIGATIONS.............................. 26

5.1 Conditions Precedent to the Obligations of Smith
& Wesson and SWAC.................................................. 26
5.2 Conditions Precedent to the Obligations of Bear Lake............... 29

SECTION 6. WAIVER, MODIFICATION, ABANDONMENT................................ 30

6.1 Waivers............................................................ 30
6.2 Modification....................................................... 30
6.3 Abandonment........................................................ 30
6.4 Effect of Abandonment.............................................. 31

SECTION 7. INDEMNIFICATION.................................................. 31

7.1 Indemnification by the Principal Stockholders...................... 31
7.2 Notice and Right to Defend Third-Party Claims...................... 32
7.3 Limitations Related to Indemnity................................... 33

SECTION 8. APPOINTMENT OF STOCKHOLDERS' REPRESENTATIVE...................... 33

8.1 Appointment........................................................ 33
8.2 Reliance by Stockholders' Representative........................... 34
8.3 Expenses of Stockholders' Representative........................... 34
8.4 Indemnification.................................................... 34
</TABLE>

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TABLE OF CONTENTS

<TABLE>
<S> <C>
8.5 Contribution...................................................... 35
8.6 Approval.......................................................... 35

SECTION 9. GENERAL......................................................... 35

9.1 Indemnity Against Finders......................................... 35
9.2 Controlling Law................................................... 35
9.3 Notices........................................................... 35
9.4 Binding Nature of Agreement; No Assignment........................ 37
9.5 Entire Agreement.................................................. 37
9.6 Paragraph Headings................................................ 37
9.7 Gender............................................................ 37
9.8 Expenses.......................................................... 37
9.9 Validity.......................................................... 37
9.10 Counterparts...................................................... 37
9.11 Attorneys' Fees................................................... 37
</TABLE>

EXHIBITS

A Certificate of Merger
B Voting Agreement
C Site Assessment Plan
D Form of Escrow Agreement

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of December 15, 2006, among SMITH &
WESSON HOLDING CORPORATION, a Nevada corporation ("Smith & Wesson"); SWAC-TC,
INC., a Delaware corporation, which is a wholly owned subsidiary of Smith &
Wesson ("SWAC"); BEAR LAKE ACQUISITION CORP., a Delaware corporation ("Bear
Lake"); and TGV PARTNERS-TCA INVESTORS, LLC, E.G. KENDRICK, JR., AND GREGORY J.
RITZ, (the "Principal Stockholders").

RECITALS

WHEREAS, the respective Boards of Directors of Smith & Wesson, SWAC, and
Bear Lake have approved this Agreement providing for the merger of SWAC with and
into Bear Lake (the "Merger") as a result of which Bear Lake would become a
wholly owned subsidiary of Smith & Wesson, upon the terms and subject to the
conditions set forth in this Agreement; and

WHEREAS, Smith & Wesson, SWAC, and Bear Lake desire to make certain
representations, warranties, covenants, and agreements in connection with the
Merger and to prescribe various conditions to the Merger; and

WHEREAS, the Principal Stockholders will agree to vote their shares of
Common Stock and Preferred Stock of Bear Lake in favor of this Agreement and the
transactions provided for herein and to indemnify Smith & Wesson pro rata
according to their respective stockholdings in Bear Lake as set forth herein.

AGREEMENT

NOW, THEREFORE, the parties hereto hereby approve and adopt this Agreement
and do mutually covenant and agree as follows:

SECTION 1.
MERGER OF SWAC AND BEAR LAKE

1.1 MERGER. At the Effective Time (as that term is hereinafter
defined), SWAC shall be merged with and into Bear Lake, which shall be the
surviving corporation, pursuant to the Certificate of Merger attached as Exhibit
A hereto (the "Certificate of Merger").

1.2 EFFECT OF THE MERGER. Upon the Merger becoming effective, the
separate existence of SWAC shall cease, and Bear Lake shall succeed to and
possess all the properties, rights, privileges, powers, franchises, and
immunities, of a public as well as of a private nature, and be subject to all
the debts, liabilities, obligations, restrictions, disabilities, and duties of
SWAC, all without further act or deed, as provided in Section 251 of the
Delaware General Corporation Law.

1.3 CERTIFICATE OF INCORPORATION AND BYLAWS. The Amended and
Restated Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), and the Bylaws of Bear Lake shall be amended and restated at
the Effective Time to read as did the certificate of incorporation and bylaws of
SWAC immediately prior to the Effective Time, except that an

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amendment of the Certificate of Incorporation shall be effected by the Merger to
change the name of Bear Lake to "Thompson Center Holding Corporation."

1.4 DIRECTORS. The directors of SWAC immediately prior to the
Effective Time shall be the directors of Bear Lake as of the Effective Time
until the earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be.

1.5 OFFICERS. The officers of Bear Lake immediately prior to the
Effective Time, or such other persons as Smith & Wesson shall designate, shall
be the officers of Bear Lake until the earlier of their resignation or removal
or until their respective successors are duly elected and qualified, as the case
may be.

1.6 STATUS AND CONVERSION OF SECURITIES.

(a) CONVERSION OF BEAR LAKE STOCK INTO RIGHT TO RECEIVE MERGER
CONSIDERATION. At the Effective Time, by virtue of the Merger and without any
action on the part of the holder of any shares of common stock, par value $.001
per share, of Bear Lake ("Bear Lake Common Stock"), all of the shares of Bear
Lake Common Stock issued and outstanding immediately prior to the Effective Time
(other than Bear Lake Common Stock owned by SWAC, Dissenting Shares (as that
term is hereinafter defined), and Bear Lake Common Stock held in the treasury of
Bear Lake), shall be converted into the right to receive in cash, without
interest thereon, from Smith & Wesson an aggregate amount of $102,000,000 (the
"Merger Consideration") as follows: each holder shall be entitled to such amount
per share of Bear Lake Common Stock (the "Per Share Merger Consideration") that
is determined by dividing (i) the Merger Consideration less (A) the amount, if
any, of any Bear Lake Indebtedness, (B) the amount of any Option Payments (as
that term is hereinafter defined), and (C) the amount paid into the
Environmental Escrow pursuant to Section 4.3(j), by (ii) the number of shares of
Bear Lake Common Stock issued and outstanding immediately prior to the Effective
Time; except that any shares of Bear Lake Capital Stock held in the treasury of
Bear Lake shall be cancelled and all rights in respect thereof shall cease to
exist and no Merger Consideration or other property shall be issued with respect
thereto. As of the Effective Time, all shares of Bear Lake Capital Stock (as
that term is hereinafter defined) shall no longer be outstanding, shall be
automatically cancelled, and shall cease to exist, and each holder of any such
shares of Bear Lake Capital Stock shall cease to have any rights with respect
thereto, except the right of holders of Bear Lake Common Stock to receive the
Merger Consideration.

For purposes of this Agreement, "Bear Lake Indebtedness" means
(i)(A) all obligations and amounts payable by Bear Lake and its subsidiaries,
including Bear Lake Holdings, Inc., as borrowers to Citizens Bank of
Massachusetts and certain of its affiliates (collectively "Citizens Bank")
pursuant to the Amended and Restated Loan and Security Agreement entered into on
December 2, 2004, as amended to date, under which Citizens Bank extended to Bear
Lake a revolving line of credit and a term loan, and pursuant to the Master
Equipment Lease Agreement entered into on March 9, 2006 as a financing agreement
for certain capital expenditures and (B) all obligations and any amounts payable
by Bear Lake and its subsidiaries, including Bear Lake Holdings, Inc., as
borrowers to Robert Gustafson and Joseph Behre, former stockholders of Bear Lake
Holdings, Inc., pursuant to promissory notes and loan

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agreements entered into on December 2, 2004, including, in each case, all
interest, charges, fees, or other amounts, including prepayment penalties, which
become due as a result of the consummation of the Merger; and (ii) all unpaid
management and similar fees payable to certain Principal Stockholders and their
affiliates, all unpaid costs and amounts payable pursuant to the termination of
the employment agreement with Gregg Ritz, and any other obligation or amount
payable to any Principal Stockholder or its affiliates.

(b) EXCHANGE OF CERTIFICATES. At the Effective Time, each
holder of an outstanding certificate or certificates theretofore representing
Bear Lake Common Stock ("Bear Lake Stock Certificates"), upon surrender thereof
to Smith & Wesson, shall be entitled to receive in exchange therefor the portion
of the Merger Consideration that the Bear Lake Common Stock theretofore
represented by such surrendered certificate or certificates shall have been
converted into the right to receive. Until so surrendered, each outstanding Bear
Lake Stock Certificate theretofore representing Bear Lake Common Stock shall be
deemed after the Effective Time for all purposes only to have the right to
receive the applicable portion of the Merger Consideration.

(c) CONVERSION OF SWAC CAPITAL STOCK. As of the Effective
Time, each issued and outstanding share of common stock of SWAC, par value
$.001, shall be converted into one newly issued share of Bear Lake Common Stock.

(d) OPTIONS TO PURCHASE BEAR LAKE COMMON STOCK. Each
outstanding option, right, award, or instrument to purchase or otherwise acquire
Bear Lake Common Stock ("Bear Lake Options"), whether or not vested,
exercisable, or convertible, shall be terminated, shall cease to exist, shall be
null and void, and shall have no right to receive any Merger Consideration. In
consideration for such termination, each holder of a Bear Lake Option shall be
entitled to receive in cash, in payment therefor, that amount equal to (i) the
total number of shares of Bear Lake Common Stock subject to the Bear Lake Option
multiplied by the Per Share Merger Consideration, less (ii) the total number of
shares of Bear Lake Common Stock subject to the Bear Lake Option multiplied by
the per share exercise price of such Bear Lake Option (the "Option Payments").
Prior to the Effective Time, Bear Lake shall enter into an agreement, in a form
reasonably satisfactory to Smith & Wesson, with each holder of a Bear Lake
Option providing for the termination of such Bear Lake Option effective as of
the Effective Time, in exchange for the payment provided for in this Section
1.6(d). Bear Lake shall take such actions as are necessary or required,
including under the Bear Lake Acquisition Corp. 2005 Stock Incentive Plan, to
provide for the termination of the Bear Lake options in exchange for the cash
payment provided for in this Section 1.6(d) and shall provide evidence, in a
form reasonably satisfactory to Smith & Wesson, of such actions.

(e) DISSENTING SHARES. Notwithstanding anything in this
Agreement to the contrary, shares of Bear Lake Common Stock issued and
outstanding immediately prior the Effective Time and held by any stockholder
that did not vote in favor of the Merger and that complies with Section 262 of
the Delaware General Corporation Law (the "Dissenting Shares") shall not be
converted into the right to receive any Merger Consideration, but instead shall
be converted into the right to receive such consideration as may be determined
to be due such holder pursuant to the Delaware General Corporation Law. If any
such holder shall have failed to perfect or shall have effectively withdrawn or
lost such holder's rights to appraisal under the

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Delaware General Corporation Law, that holder's Bear Lake Common Stock shall
thereupon be converted into the right to receive, as of the Effective Time, the
applicable portion of the Merger Consideration without any interest. Bear Lake
shall give Smith & Wesson (i) prompt notice of any written demands for appraisal
of Bear Lake Common Stock, attempted withdrawals of such demands, and any other
instruments served pursuant to the Delaware General Corporation Law and received
by Bear Lake relating to stockholders' rights of appraisal and (ii) the
opportunity to participate in all negotiations and proceedings with respect to
demands for appraisal under the Delaware General Corporation Law. Bear Lake
shall not, except with the prior written consent of Smith & Wesson, voluntarily
make any payment with respect to any demands for appraisal of Bear Lake Common
Stock, offer to settle or settle any demands, or approve any withdrawal of any
such demands.

1.7 FURTHER DOCUMENTS. From time to time, on and after the Effective
Time, as and when requested by Smith & Wesson, the appropriate officers and
directors of Bear Lake as of the Effective Time shall, for and on behalf and in
the name of Bear Lake or otherwise, execute and deliver all such deeds, bills of
sale, assignments, and other instruments and shall take or cause to be taken
such further or other actions as Smith & Wesson may deem reasonably necessary or
desirable in order to confirm of record or otherwise to Smith & Wesson or Bear
Lake title to and possession of all of the properties, rights, privileges,
powers, franchises, and immunities of Bear Lake and otherwise to carry out fully
the provisions and purposes of this Agreement.

1.8 EFFECTIVE TIME. The Merger shall become effective on such date
(the "Effective Time") as of which all applicable legal requirements have been
fulfilled to consummate the Merger. The parties shall use their best efforts to
consummate the Merger within five business days following the satisfaction of
all conditions precedent that shall not have been waived.

1.9 CLOSING. Subject to the fulfillment or waiver of the conditions
set forth in Section 5, the closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Greenberg Traurig
LLP, 2375 East Camelback Road, Phoenix, Arizona at 9:00 a.m., local time, on the
date on which the Effective Time is expected to occur or other date or time as
may be determined by the parties.

SECTION 2.
STOCKHOLDER APPROVALS

Meetings or written consents of the stockholders of SWAC and Bear
Lake shall be held or obtained in accordance with the applicable provisions of
the Delaware General Corporation Law, on or before December 22, 2006, in each
case, among other things, to consider and act upon the adoption of this
Agreement (except, in the case of SWAC, the adoption of this Agreement may be
consented to in writing by Smith & Wesson, as the sole stockholder of SWAC, on
or before that date). As a further inducement to the parties to enter into this
Agreement, the Principal Stockholders are separately agreeing to vote the Bear
Lake Capital Stock owned by them in favor of this Agreement and the transactions
contemplated hereby pursuant to the Voting Agreement constituting Exhibit B
hereto.

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SECTION 3.
REPRESENTATIONS AND WARRANTIES

3.1 REPRESENTATIONS AND WARRANTIES OF BEAR LAKE. Except as otherwise
set forth in the Bear Lake Disclosure Schedule heretofore delivered by Bear Lake
to Smith & Wesson, Bear Lake represents and warrants to Smith & Wesson and SWAC
as follows:

(a) DUE INCORPORATION, GOOD STANDING, AND QUALIFICATION. Each
of Bear Lake and its subsidiaries is a corporation duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its
incorporation with the requisite corporate power and authority to own, operate,
and lease its properties and to carry on its business as now being conducted. As
used in this Agreement with reference to Bear Lake, the term "subsidiaries"
shall include all direct or indirect subsidiaries of Bear Lake, including its
wholly owned subsidiary, Thompson/Center Arms Company, Inc. Neither Bear Lake
nor any subsidiary of Bear Lake is subject to any material liability by reason
of the failure to be duly qualified as a foreign corporation for the transaction
of business or to be in good standing under the laws of any jurisdiction.
Schedule 3.1(a) hereto sets forth, as of the date of this Agreement, each
jurisdiction in which Bear Lake or any subsidiary of Bear Lake is qualified to
do business.

(b) CORPORATE AUTHORITY. Bear Lake has the corporate power and
authority to enter into this Agreement and, subject to the requisite approval of
the Bear Lake stockholders, to carry out the transactions contemplated hereby.
The Board of Directors of Bear Lake has duly authorized the execution, delivery,
and performance of this Agreement. Other than stockholder approvals, no other
corporate proceedings on the part of Bear Lake or its subsidiaries are necessary
to authorize the execution and delivery by Bear Lake of this Agreement or the
consummation by Bear Lake of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Bear Lake and, assuming due
authorization, execution, and delivery hereof by each of the other parties
hereto, constitutes a legal, valid, and binding agreement of Bear Lake,
enforceable against Bear Lake in accordance with its terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights, and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefore may be
brought.

(c) CAPITAL STOCK. As of the date hereof, Bear Lake has
authorized capital stock consisting of 5,455 shares of preferred stock, $.001
par value (the "Bear Lake Preferred Stock," and collectively with the Bear Lake
Common Stock referred to as the "Bear Lake Capital Stock"), of which 5,445
shares are issued and outstanding, and 10,000 shares of Bear Lake Common Stock,
$.001 par value, none of which are issued and outstanding. As of such date,
830.363 shares of Bear Lake Common Stock are reserved for issuance upon the
terms of outstanding Bear Lake Options. All of the issued and outstanding shares
of capital stock of Bear Lake and of each of its subsidiaries have been duly
authorized and validly issued and are fully paid and nonassessable and free of
preemptive rights. As of the date of this Agreement, the Principal Stockholders
own all of the outstanding shares of Bear Lake Capital Stock.

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(d) OPTIONS, WARRANTS, AND RIGHTS. Neither Bear Lake nor any
subsidiary of Bear Lake has outstanding any options, rights, awards, or
instruments to purchase or otherwise acquire any shares of its capital stock,
other than as set forth in Schedule 3.1(d) hereto.

(e) SUBSIDIARIES. Schedule 3.1(e) hereto sets forth, as of the
date of this Agreement, (i) the name, jurisdiction of incorporation, and list of
stockholders of each subsidiary of Bear Lake, and (ii) the name and a
description of every other person, corporation, partnership, joint venture, or
other business association in which Bear Lake directly or indirectly owns a
material interest. The outstanding shares of capital stock of the subsidiaries
of Bear Lake are owned by Bear Lake free and clear of all claims, liens,
charges, and encumbrances. Bear Lake does not own, directly or indirectly, any
capital stock or other equity securities of any corporation or have any direct
or indirect equity or ownership interest in any corporation or other business.

(f) FINANCIAL STATEMENTS. The Consolidated Balance Sheet of
Bear Lake Holdings, Inc. and its subsidiaries as of December 31, 2003 and the
related Consolidated Statements of Income and Retained Earnings and Cash Flows,
and all related schedules and notes to the foregoing, have been audited by
Nathan Wechsler & Company Professional Association; the Consolidated Balance
Sheet of Bear Lake Holdings, Inc. and its subsidiaries as of December 5, 2004
and the related Consolidated Statements of Income and Retained Earnings and Cash
Flows, and all related schedules and notes to the foregoing, have been audited
by Grant Thornton LLP, registered independent public accountants; and the
Consolidated Balance Sheets of Bear Lake and its subsidiaries for the period
December 5, 2004 to December 31, 2004 and as of December 31, 2005, and the
related Consolidated Statements of Operations, Consolidated Statements of
Changes in Stockholders' Equity, and Consolidated Statements of Cash Flows for
such periods and all related schedules and notes to the foregoing, have been
audited by Grant Thornton LLP, registered independent public accountants; and
the Consolidated Balance Sheet of Bear Lake and subsidiaries as of September 30,
2006, and the Consolidated Statements of Operations, Changes in Stockholders'
Equity, and Cash Flows of Bear Lake and its subsidiaries for the nine months
ended September 30, 2006, and all related schedules and notes to the foregoing,
have been prepared by Bear Lake without audit. All of the foregoing financial
statements have been prepared in accordance with generally accepted accounting
principles, applied on a consistent basis (except as may be indicated in the
notes thereto or, in the case of interim consolidated financial statements,
where information and footnotes contained in such financial statements are not
required to be in compliance with generally accepted accounting principles), and
fairly present, in all material respects, the financial position, results of
operations, and changes in financial position of Bear Lake and its subsidiaries
as of their respective dates and for the periods indicated.

(g) NO MATERIAL CHANGE. Since December 31, 2005, there has not
been and, to the knowledge of Bear Lake, there is not threatened (i) any
Material Adverse Effect (as that term is hereinafter defined); (ii) any loss or
damage (whether or not covered by insurance) to any of the assets or properties
of Bear Lake or any subsidiary of Bear Lake that materially affects or impairs
the ability of Bear Lake and its subsidiaries to conduct their business as a
whole; or (iii) any mortgage or pledge of any material amount of the assets or
properties of Bear Lake or any subsidiary of Bear Lake, or any indebtedness
incurred by Bear

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Lake or any subsidiary of Bear Lake, other than indebtedness, not material in
the aggregate, incurred in the ordinary course of business. For purposes of this
Agreement, "Material Adverse Effect" means any material adverse effect on the
business, assets, properties, or operations, or on the condition, financial or
otherwise, of Bear Lake and its subsidiaries, taken as a whole; provided,
however, that in no event shall any of the following be taken into account in
determining whether there has been or will be a Material Adverse Effect:
changes, events, circumstances, or effects caused by (A) changes in general
economic or market conditions (except to the extent those changes have a
materially disproportionate effect on Bear Lake and its subsidiaries relative to
other similarly situated persons in the industries in which they operate), (B)
compliance with the terms and conditions of this Agreement, (C) the public
announcement of the transactions contemplated by this Agreement, or (D) any
outbreak of major hostilities in which the United States is involved or any act
of terrorism within the United States or directed against its facilities or
citizens wherever located.

(h) TITLE TO PROPERTIES. Each of Bear Lake and its
subsidiaries has good and marketable title to all of its real and personal
assets and properties, including all assets and properties reflected in the
Consolidated Balance Sheet of Bear Lake and its subsidiaries as of December 31,
2005 (the "Bear Lake Base Balance Sheet"), or acquired subsequent to the date of
the Bear Lake Base Balance Sheet, except assets or properties disposed of
subsequent to that date in the ordinary course of business or as contemplated by
this Agreement. Such assets and properties are not subject to any mortgage,
pledge, lien, claim, encumbrance, charge, security interest, title retention, or
other security arrangement (each a "Lien" and collectively, the "Liens"), except
for (i) statutory liens not yet delinquent that are being contested in good
faith by appropriate proceedings, and liens for taxes not yet due, (ii) defects
and irregularities of title and encumbrances that do not materially impair the
use thereof for the purposes for which they are held, (iii) mechanics',
materialmen's, workmen's, repairmen's, warehousemen's, carriers', and other
similar liens arising in the ordinary course of business, (iv) any Liens that do
not materially adversely affect the use of any property or asset for its
intended purposes, and (v) properties and assets the loss of which would not,
individually or in the aggregate, have a Material Adverse Effect (collectively,
the "Permitted Liens"). All leases pursuant to which Bear Lake or any subsidiary
of Bear Lake leases any substantial amount of real or personal property are
valid and effective in accordance with their respective terms. Schedule 3.1(h)
hereto sets forth, as of the date hereof, the location, physical description,
basis of occupancy, ownership, and terms of any mortgages or leases with respect
to the properties used in the conduct of the business of Bear Lake or any of its
subsidiaries.

(i) CONDITION OF ASSETS AND PROPERTIES. Except as would not
have a Material Adverse Effect, the buildings, equipment, machinery, fixtures,
furniture, furnishings, office equipment, and all other tangible personal assets
and properties presently used in, or necessary for the operation of, the
business of Bear Lake or its subsidiaries, do not require any repairs other than
normal maintenance and are in good operating condition and in a state of
reasonable maintenance and repair.

(j) LITIGATION. There are no actions, suits, proceedings, or
other litigation pending or, to the knowledge of Bear Lake, threatened against
Bear Lake or any of its subsidiaries, at law or in equity, or before or by any
federal, state, municipal, or other governmental department, commission, board,
bureau, agency, or instrumentality that, if

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determined adversely to Bear Lake or its subsidiaries, would individually or in
the aggregate have a Material Adverse Effect. Neither Bear Lake nor any
subsidiary of Bear Lake is a party to any decree, order, or arbitration award
(or agreement entered into in any administrative, judicial, or arbitration
proceeding with any governmental authority) with respect to or affecting any of
its assets or properties or the use thereof or the conduct of its business.
Neither Bear Lake nor any subsidiary of Bear Lake has admitted to any liability
or any set of facts, conditions, or circumstances that establishes any product
defect or other malfunction, condition, circumstance, or set of facts determined
under any law or contractual, equitable, or other legal theory to cause, result
in, or contribute to injury, death, or other damages (a "Product Defect"), and
there has not been any adverse judgment against Bear Lake or any subsidiary of
Bear Lake that establishes any such liability or facts, conditions, or
circumstances. There are no material claims pending, anticipated or, to the
knowledge of Bear Lake, threatened against Bear Lake or any subsidiary of Bear
Lake with respect to a Product Defect.

(k) LICENSES AND PERMITS. Neither Bear Lake nor any subsidiary
of Bear Lake is subject to any material disability or liability by reason of its
failure to possess any license, permit, franchise, certificate, consent,
approval, or authorization. Each of Bear Lake and its subsidiaries has all
licenses, permits, franchises, certificates, consents, approvals, and
authorizations of whatever kind and type, governmental or private, necessary for
the business conducted by it and the ownership or use of all assets and
properties and the premises occupied by it. Schedule 3.1(k) hereto sets forth,
as of the date hereof, a true, correct, and complete list of all licenses,
permits, franchises, certificates, consents, approvals, and authorizations
necessary for the conduct of the business of Bear Lake and its subsidiaries.

(l) INTELLECTUAL PROPERTY. Each of Bear Lake and its
subsidiaries owns or holds all of the rights to use all patents, trademarks,
copyrights, trade names, trade secrets, logos, fictitious names, service marks,
and slogans that are used in or necessary to the operation of its business,
except where such failure to own or have the right to use such intellectual
property would not, individually or in the aggregate, have a Material Adverse
Effect. Schedule 3.1(l) hereto constitutes, as of the date hereof, a true,
complete, and correct list of all of the intellectual property owned or used by
Bear Lake or any subsidiary of Bear Lake. To the knowledge of Bear Lake, none of
the matters covered by the intellectual property, nor any of the products or
services sold or provided by Bear Lake or any subsidiary of Bear Lake, nor any
of the processes used or the business practices followed by Bear Lake or any
subsidiary of Bear Lake, infringes, or has infringed within the past seven
years, upon any patent, trademark, trademark right, trade name, trade name
right, trade secret, logo, fictitious name, service mark, slogan, or copyright
owned by any person or entity (or any application with respect thereto), or
constitutes unfair competition. Neither Bear Lake nor any subsidiary of Bear
Lake is, and following the Effective Time Smith & Wesson will not be, obligated
to pay any royalty or other payment with respect to any intellectual property.
To the knowledge of Bear Lake, no person or entity is producing, providing,
selling, or using products or services that would constitute an infringement of
any intellectual property of Bear Lake or any of its subsidiaries.

(m) NO VIOLATION. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will not violate or
result in a breach by Bear Lake or any subsidiary of Bear Lake of, or constitute
a default under, or conflict with, or cause any acceleration of any obligation
with respect to (i) any provision or restriction of any

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charter or bylaw of Bear Lake or any subsidiary of Bear Lake; (ii) any
stockholders' agreement, voting trust, proxy, or other similar agreement of Bear
Lake; (iii) any loan agreement, indenture, lease, or mortgage of Bear Lake or
any subsidiary of Bear Lake; (iv) any provision or restriction of any lien,
lease agreement, contract, or instrument to which Bear Lake or any subsidiary of
Bear Lake is a party or by which any of them is bound; or (v) any order,
judgment, award, decree, law, rule, ordinance, or regulation or any other
restriction of any kind or character to which any assets or properties of Bear
Lake or any subsidiary of Bear Lake is subject or by which Bear Lake or any
subsidiary of Bear Lake is bound, except, with respect to clauses (iii) through
(v), for any such violations, breaches, defaults or conflicts, acceleration, or
other occurrences, which would not, individually or in the aggregate, have a
Material Adverse Effect. Neither the execution and delivery by Bear Lake of this
Agreement or any of the other agreements contemplated hereby, nor the
consummation of the transactions contemplated hereby or thereby, will result in
the creation of any Lien with respect to any of the stock or assets or
properties of any of Bear Lake or any subsidiary of Bear Lake.

(n) TAXES. Bear Lake has duly filed in correct form all Tax
Returns (as defined below) relating to the activities of Bear Lake and its
subsidiaries required or due to be filed (with regard to applicable extensions)
on or prior to the date hereof. All such Tax Returns are complete and accurate
in all material respects, and Bear Lake has paid or made provision for the
payment of all Taxes (as defined below) that have been incurred or are due or
claimed to be due from Bear Lake or any of its subsidiaries by foreign, federal,
state, or local taxing authorities for all periods ending on or before the date
hereof, other than Taxes or other charges that are not delinquent or are being
contested in good faith and have not been finally determined and have been
disclosed to Smith & Wesson. The amounts set up as reserves for Taxes on the
books of Bear Lake and its subsidiaries are sufficient in the aggregate for the
payment of all unpaid Taxes (including any interest or penalties thereon),
whether or not disputed, accrued, or applicable. No claims for Taxes or
assessments are being asserted or, to the knowledge of Bear Lake, threatened
against Bear Lake or any of its subsidiaries. Bear Lake has furnished to Smith &
Wesson a copy of all Tax Returns filed for it or its subsidiaries within the
five-year period prior to the date of the Agreement. For purposes of this
Agreement, the term "Taxes" shall mean all taxes, charges, fees, levies, or
other assessments, including, without limitation, income, gross receipts,
excise, property, sales, transfer, license, payroll, and franchise taxes,
imposed by the United States or any state, local, or foreign government or
subdivision or agency thereof, and such term shall include any interest,
penalties, or additions to tax attributable to such assessments or to the
failure to file any Tax Return; and the term "Tax Return" shall mean any report,
return, or other information required to be supplied to a taxing authority or
required by a taxing authority to be supplied to any other person.

(o) ACCOUNTS RECEIVABLE. Each account receivable of Bear Lake
or any subsidiary of Bear Lake has been acquired in the ordinary course of
business, is valid and enforceable, and is fully collectible, subject to no
known defenses, setoffs, or counterclaims, except to the extent of the reserve
reflected in the books of Bear Lake and its subsidiaries or in such other amount
that is not material in the aggregate.

(p) CONTRACTS. Neither Bear Lake nor any subsidiary of Bear
Lake is a party to (i) any plan or contract providing for bonuses, incentives,
pensions, stock options, stock purchases, deferred compensation, retirement
payments, pension, profit sharing, or welfare

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benefits; (ii) any plan or agreement providing for fringe benefits to present or
former employees, including sick leave, severance pay, medical, hospitalization,
life insurance, or related benefits; (iii) any lease, installment purchase
agreement, or other contract with respect to any real or personal property used
or proposed to be used in its operations, excepting, in each case, items
included within aggregate amounts disclosed or reflected in the Bear Lake Base
Balance Sheet; (iv) any employment, consulting, or other similar arrangement not
terminable by it upon 30 days or less notice without penalty to it or that
provides for payments upon or after termination; (v) any contract or agreement,
including any purchase commitment with a supplier, creating an obligation of
$50,000 or more; (vi) any mortgage, deed of trust, pledge agreement, security
agreement, lease, or other contract or agreement, which by its terms does not
terminate or is not terminable by it without penalty to it; (vii) any loan
agreement, letter of credit, financing agreement, indenture, promissory note, or
other similar type of arrangement; or (viii) any contract (other than those
described in clauses (i) through (vii)) that by its operation or termination
would have a Material Adverse Effect (all of the foregoing, collectively, the
"Contracts"). All Contracts to which Bear Lake or any subsidiary of Bear Lake is
a party are valid and enforceable in accordance with their terms, except that
the enforcement thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect
relating to creditors' rights generally, and (B) general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law); and Bear Lake, its subsidiaries, and all other parties to each of the
foregoing have performed all obligations required to be performed to date and
have waived no rights thereunder. Neither Bear Lake nor any subsidiary of Bear
Lake has received any written notice of any default under (or any condition
which with the passage of time or the giving of notice would cause such a
default under) any Contract. Neither Bear Lake nor any subsidiary of Bear Lake
is bound by any agreement or arrangement to sell or provide goods or services at
prices below the prevailing market prices therefor or to purchase goods or
services at prices above the then prevailing market prices therefor. To the
knowledge of Bear Lake, no manufacturer for or supplier to Bear Lake or any of
its subsidiaries has threatened to terminate their business relationship with
Bear Lake or any of its subsidiaries which termination would not result in a
Material Adverse Effect.

(q) COMPLIANCE WITH LAW AND OTHER REGULATIONS.

(i) GENERAL. Each of Bear Lake and its subsidiaries is
in compliance in all material respects with all requirements of foreign,
federal, state, and local law and all requirements of all governmental bodies
and agencies having jurisdiction over it, the conduct of its business, the use
of its assets and properties, and all premises occupied by it, including without
limitation under any Occupational Safety and Health Administration ("OSHA")
requirements, but excluding Environmental Laws (as defined in Section
4.3(m)(iv)). Without limiting the foregoing, each of Bear Lake and its
subsidiaries has properly filed all reports, paid all monies, and obtained all
licenses, permits, certificates, and authorizations needed or required for the
conduct of its business and the use of its assets and properties and the
premises occupied by it in connection therewith except where the failure to
obtain such licenses, permits, certificates, and authorizations would not,
individually or in the aggregate, have a Material Adverse Effect, and is in
compliance in all material respects with all conditions, restrictions, and
provisions of all of the foregoing. Neither Bear Lake nor any subsidiary of Bear
Lake has received any notice from any foreign, federal, state, or local
authority or any insurance or inspection body that any of its assets,
properties, facilities, equipment, or business procedures

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or practices fails to comply with any applicable law, ordinance, regulation,
building, or zoning law, or requirement of any public authority or body. Bear
Lake makes no representation or warranty regarding compliance with any
Environmental Laws.

(r) EMPLOYEE BENEFIT AND EMPLOYMENT MATTERS.

(i) ERISA MATTERS. For purposes of this Agreement,
"Company Benefit Plan" means any plan, program, policy, practice, contract,
agreement, or other arrangement providing for compensation, severance,
termination pay, deferred compensation, performance awards, stock or
stock-related awards, fringe benefits, or other employee benefits or
remuneration of any kind, whether written, unwritten, or otherwise, funded or
unfunded, including, without limitation, each "employee benefit plan," within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") (whether or not ERISA is applicable to such plan),
that is or has been maintained, contributed to, or required to be contributed
to, by Bear Lake, any subsidiary or affiliate of Bear Lake, or any predecessor
of Bear Lake or any subsidiary of Bear Lake for the benefit of any employee of
Bear Lake or any subsidiary of Bear Lake, or with respect to which Bear Lake,
any subsidiary of Bear Lake, or any affiliate of Bear Lake has or may have any
liability or obligation. To Bear Lake's knowledge, each of Bear Lake, its
subsidiaries, and its affiliates have substantially performed all material
obligations required to be performed by them under, are not in default or
violation of, and have no knowledge of any default or violation by, any other
party to, the material terms of any Company Benefit Plan. Each Company Benefit
Plan has been established and maintained substantially in accordance with its
terms and in substantial compliance with applicable laws, including ERISA and
the Internal Revenue Code of 1986, as amended (the "Code"). Any Company Benefit
Plan intended to be qualified under section 401(a) of the Code has obtained a
favorable determination letter (or opinion letter, if applicable) as to its
qualified status under the Code. Neither Bear Lake nor any subsidiary or
affiliate of Bear Lake has maintains, sponsors, participates in, or contributes
to, or has maintained, sponsored, or contributed to (or is in the process of
establishing), and has no liability under any (i) Company Benefit Plan subject
to Title IV of ERISA, (ii) "multiemployer plan" within the meaning of Section
(3)(37) of ERISA, (iii) any Company Benefit Plan in which stock of Bear Lake,
its subsidiaries, or its affiliates is or was held as a plan asset, (iv) plan or
arrangement subject to the laws of a country other than the United States, or
(v) any plan or arrangement that provides for any payments or benefits after
termination of employment (except as required by applicable law). Schedule
3.1(r)(i) hereto contains a list as of the date hereof, complete and accurate in
all material respects, of each Company Benefit Plan and Bear Lake has furnished
to Smith & Wesson true and complete copies of each such Company Benefit Plan. To
Bear Lake's knowledge, no "prohibited transaction," within the meaning of
Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise
exempt under Section 408 of ERISA, has occurred with respect to any Company
Benefit Plan. There are no claims or legal actions pending, or to Bear Lake's
knowledge, threatened (other than routine claims for benefits), against any
Company Benefit Plan or against the assets of any Company Benefit Plan. There
are no audits, inquiries, or proceedings pending or threatened by the Internal
Revenue Service, the Department of Labor, or any other governmental authority
with respect to any Company Benefit Plan. Bear Lake, Company, its subsidiaries,
and its affiliates have made all contributions and other payments required by
and due under the terms of each Company Benefit Plan.

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(ii) LABOR MATTERS. Each of Bear Lake and its
subsidiaries has complied in all material respects with all other applicable
foreign, federal, state, and local laws, rules, regulations, and ordinances,
relating to the employment of labor, including, without limitation, the
provisions thereof relative to wages, hours, collective bargaining, working
conditions, and payment of taxes of any kind, and neither Bear Lake nor any
subsidiary of Bear Lake is liable for any arrears of wages or any taxes or
penalties for failure to comply with any of the foregoing or has any obligations
for any vacation, sick leave, or other compensatory time. Neither Bear Lake nor
any subsidiary of Bear Lake is a party to any collective bargaining or other
contract or agreement with any labor union, and there is no request for union
representation pending or, to the knowledge of Bear Lake, threatened against
Bear Lake or any subsidiary of Bear Lake. There is not pending or, to the
knowledge of Bear Lake, threatened any (A) labor dispute, grievance, strike, or
work stoppage involving any of the employees of Bear Lake or any subsidiary of
Bear Lake, (B) charge or complaint against or involving any employees of Bear
Lake or any subsidiary of Bear Lake by the National Labor Relations Board, the
Department of Labor, OSHA, or any similar foreign, federal, state, or local
board or agency, or (C) unfair employment or labor practice charges by or on
behalf of any employee of Bear Lake or any subsidiary of Bear Lake.

(iii) ARRANGEMENTS WITH EMPLOYEES. The employment of
each employee of Bear Lake or any subsidiary of Bear Lake is terminable at will
without cost to Bear Lake or any subsidiary of Bear Lake. Bear Lake has
delivered to Smith & Wesson a true and complete schedule of the salaries or
other compensation and personal benefits paid to or accrued for all officers of
Bear Lake and its subsidiaries as of the date of this Agreement.

(s) NO PAYMENTS TO DIRECTORS, OFFICERS, STOCKHOLDERS, OR
OTHERS. Since the date of the Bear Lake Base Balance Sheet, there has not been
any purchase or redemption of any shares of capital stock of Bear Lake or any
subsidiary of Bear Lake or any transfer, distribution, or payment by Bear Lake
or its subsidiaries, directly or indirectly, of any assets or properties to any
director, officer, stockholder, or other person, other than the payment of
compensation for services actually rendered at rates not in excess of the rates
prevailing on the date of the Bear Lake Base Balance Sheet.

(t) NO PROHIBITED PAYMENTS. Neither Bear Lake, nor any
subsidiary of Bear Lake, nor, to the knowledge of Bear Lake, any officer,
director, employee, independent contractor, or agent, acting on behalf of Bear
Lake or any subsidiary of Bear Lake, has at any time (i) made any contributions
to any candidate for political office in violation of law or failed to disclose
fully any contributions to any candidate for political office in accordance with
any applicable statute, rule, regulation, or ordinance requiring such
disclosure; (ii) made any payment to any local, state, federal, or foreign
governmental officer or official, or other person charged with similar public or
quasi-public duties, other than payments required or allowed by applicable law;
(iii) made any payment outside the ordinary course of business to any purchasing
or selling agent or person charged with similar duties of any entity to which
Bear Lake or any subsidiary of Bear Lake sells products or renders services or
from which Bear Lake or any subsidiary of Bear Lake buys products or services
for the purpose of influencing such agent or person to buy products or services
from or sell products or services to Bear Lake or any subsidiary of Bear Lake;
or (iv) engaged in any transaction, maintained any bank account, or used any
corporate

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funds, except for transactions, bank accounts, and funds that have been and are
reflected in the normally maintained books and records of Bear Lake or any
subsidiary of Bear Lake.

(u) GOVERNING DOCUMENTS AND MINUTE BOOKS. Bear Lake has
previously delivered to Smith & Wesson true and complete copies of the
certificate of incorporation and bylaws of Bear Lake and its subsidiaries as
currently in effect. The minute book of Bear Lake contains complete and accurate
records of all meetings and other corporate actions held or taken by its Boards
of Directors (or committees of the Boards of Directors) and stockholders of Bear
Lake since its incorporation.

(v) INSURANCE. Each of Bear Lake and its subsidiaries
maintains in full force and effect insurance coverage on its assets, properties,
premises, operations, and personnel in such amounts and against such risks and
losses as are adequate, in the reasonable judgment of Bear Lake management, for
the businesses engaged in by it. Schedule 3.1(v) hereto sets forth, as of the
date hereof, a complete and accurate list of each insurance policy maintained by
Bear Lake or any of its subsidiaries, copies of which have been furnished to
Smith & Wesson.

(w) LIST OF ACCOUNTS. Schedule 3.1(w) hereto contains a list
of all bank and securities accounts and all safe deposit boxes, maintained by
Bear Lake or any of its subsidiaries, and a listing of all authorized
signatories to such accounts or safe deposit boxes.

(x) ACCURACY OF STATEMENTS. Neither this Agreement nor any
other agreement, instrument, certificate, or other document to be entered into
in connection with this Agreement contains or will contain an untrue statement
of a material fact or omits or will omit to state a material fact necessary to
make the statements contained herein or therein, in light of circumstances in
which they are made, not misleading. Notwithstanding the foregoing or any other
provision of this Agreement, Bear Lake does not make any representation or
warranty regarding any forward-looking information regarding Bear Lake,
including any such information contained in any strategic plans, operating
budgets, financial projections, or other document that may have been disclosed
to Smith & Wesson by Bear Lake.

3.2 REPRESENTATIONS AND WARRANTIES OF SMITH & WESSON AND SWAC.
Except as otherwise set forth in the Smith & Wesson Disclosure Schedule
heretofore delivered by Smith & Wesson to Bear Lake, Smith & Wesson and SWAC
jointly and severally represent and warrant to Bear Lake as follows:

(a) DUE INCORPORATION, GOOD STANDING AND QUALIFICATION. Each
of Smith & Wesson and its subsidiaries (including SWAC) is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation with the requisite corporate power and
authority to own, operate, and lease its properties and to carry on its business
as now being conducted. SWAC is a wholly owned subsidiary of Smith & Wesson and,
apart from matters arising under this Agreement, has no significant assets,
liabilities, or business. As used in this Agreement with reference to Smith &
Wesson, the term "subsidiaries" shall include SWAC and all other direct or
indirect subsidiaries of Smith & Wesson as of the date of this Agreement.

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(b) CORPORATE AUTHORITY. Each of Smith & Wesson and SWAC has the
corporate power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby. Except for the approval by Smith & Wesson as
the sole stockholder of SWAC, the Boards of Directors of each of Smith & Wesson
and SWAC has duly authorized the execution, delivery, and performance of this
Agreement. No other corporate proceedings on the part of Smith & Wesson or SWAC
are necessary to authorize the execution and delivery by Smith & Wesson and SWAC
of this Agreement or the consummation by Smith & Wesson or SWAC of the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by each of Smith & Wesson and SWAC and, assuming the due
authorization, execution, and delivery hereof by each of the other parties
hereto, constitutes a legal, valid, and binding agreement of Smith & Wesson and
SWAC, enforceable against them in accordance with its terms, except that (i)
such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or here