ARTICLES OF INCORPORATION

                                       of

                     SIMULA AUTOMOTIVE SAFETY DEVICES, INC.
                             an Arizona corporation

     The undersigned persons have associated themselves for the purpose of
forming a corporation under the laws of Arizona and adopt the following Articles
of Incorporation.

     1. Name. The name of this Corporation is:

                     SIMULA AUTOMOTIVE SAFETY DEVICES, INC.

     2. Statutory Place of Business. The initial statutory place of business of
the Corporation shall be 401 West Baseline Road, Suite 204, Tempe, Arizona
85283.

     3. Purpose and Powers. This Corporation is organized for the transaction of
any and all lawful business for which corporations may be incorporated under the
laws of the State of Arizona, as they may be amended from time to time.

     4. Initial Business. The general nature of the business proposed to be
transacted initially by the Corporation shall be as a manufacturer and licensor
of inflatable tubular restraint systems and related automotive safety devices.

     5. Capital Stock. The authorized capital stock of the Corporation shall be
10,000 shares of Common Stock, $.01 par value.

          a. Consideration. Stock shall be issued when paid for in cash, past
services, real property or personal property and shall, when issued, be fully
paid for and forever nonassessable. The judgment of the Board of Directors as to
the value of any property contributed or services rendered in exchange for stock
shall be conclusive in the absence of fraud.

          b. Voting Rights. Except with respect to the election of directors
where cumulative voting is required, the holders of the Common Stock shall be
entitled to one vote for each share held by them of record on the books of the
Corporation.

     6. Statutory Agent. The Corporation appoints Tiffany & Hoffmann, P.A., 3550
North Central Avenue, Suite 1801, Phoenix, Arizona 85012, its statutory agent in
and for the State of Arizona. This appointment may be revoked at any time by the
Board of Directors authorizing and directing the filing with the Arizona
Corporation Commission of a statement in accordance with A.R.S. Section
10-013(A) and (B).

     7. Board of Directors. The number of directors of the Corporation shall be
not less than one (1) nor more than fifteen (15) and may be altered from time to
time as may be provided in the Bylaws. In case of any increase in the number of
directors, the additional directors may be elected by the directors or by the
shareholders at any annual or special meeting, as shall be provided in the
Bylaws.


                                       -1-




     The initial Board of Directors shall consist of three persons, each of whom
shall serve until his successor is qualified according to the Bylaws, and whose
name and address is:

               Name                Mailing Address
               ----                ---------------

          Donald W. Townsend   401 West Baseline Road
                               Suite 204
                               Tempe, Arizona 85283

          Randall L. Taylor    401 West Baseline Road
                               Suite 204
                               Tempe, Arizona 85283

          Kevin W. Clark       401 West Baseline Road
                               Suite 204
                               Tempe, Arizona 85283

     8. Incorporators. The names and addresses of the undersigned incorporators
are:

                Name               Mailing Address
                ----               ---------------

          Randall L. Taylor    401 West Baseline Road
                               Suite 204
                               Tempe, Arizona 85283

          Cora Yanacek         401 West Baseline Road
                               Suite 204
                               Tempe, Arizona 85283

     All powers, duties and responsibilities of the incorporators in their
capacity as such shall cease at the time of delivery of these Articles of
Incorporation to the Arizona Corporation Commission for filing.

     9. Director Conflicts of Interest. To the extent permitted and in
accordance with A.R.S. Section 10-041, no contract or other transaction between
the Corporation and one or more of its directors or any other corporation, firm,
association of entity in which one or more of its directors 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.

     10. Elimination of Director Liability. The personal liability of the
directors shall be eliminated to the fullest extent permitted by the General
Corporation Law of Arizona. No director of the Corporation shall be liable to
the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. No amendment to or repeal of this Article shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.


                                       -2-



     11. Powers of the Board of Directors. All of the powers of this
Corporation, insofar as the same may lawfully be vested by these Articles of
Incorporation in the Board of Directors, are hereby conferred upon the Board of
Directors of this Corporation.

     IN WITNESS WHEREOF the following incorporators have signed these Articles
of Incorporation on this 6th day of April, 1995.


                                        /s/ Randall L. Taylor
                                        ----------------------------------------
                                        RANDALL L. TAYLOR


                                        /s/ Cora Yanacek
                                        ----------------------------------------
                                        CORA YANACEK










                                       -3-



                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                     SIMULA AUTOMOTIVE SAFETY DEVICES, INC.

     Pursuant to the provisions of A.R.S. Sections 10-1001, et. seq., the
undersigned Corporation adopts the following amendment to its Articles of
Incorporation:

1.   The name of the Corporation is Simula Automotive Safety Devices, Inc. (the
     "Corporation").

2.   This Amendment to the Articles of Incorporation amends the provisions of
     the Articles of Incorporation of the Corporation filed with the Arizona
     Corporation Commission on April 5, 1995 (as previously amended, the
     "Articles of Incorporation"), and was duly adopted by the Board of
     Directors and shareholders of the Corporation in accordance with the
     applicable provisions of Sections 10-1001 through 10-1009 of the Arizona
     Revised Statutes.

     a.   Article 1 is hereby amended by deleting such Article 1 in its entirety
          and replacing the deleted Article 1 with the following:

          1.   Name. The name of this corporation is ASD Capital Corp.

     b.   Article 2 is hereby amended by deleting such Article 2 in its entirety
          and replacing the deleted Article 2 with the following:

          2.   Statutory Place of Business: The statutory place of business of
               the Corporation shall be 7822 South 46th Street, Phoenix, Arizona
               85044.

     c.   Article 6 is hereby amended by deleting such Article 6 in its entirety
          and replacing the deleted Article 6 with the following:

          6.   The Corporation appoints Mari I. Valenzuela, Simula, Inc., 7822
               South 46th Street, Phoenix, Arizona 85044, its statutory agent in
               and for the State of Arizona. This appointment may be revoked at
               any time by the Board of Directors authorizing and directing the
               filing with the Arizona Corporation Commission of a statement in
               accordance with A.R.S. Section 10-013(A) and (B).

     d.   Except as expressly amended herein, all other provisions of the
          Articles of Incorporation of this Corporation shall remain unchanged
          and in full force and effect as filed with the Arizona Corporation
          Commission and as amended prior to the date hereof.



3.   The number of shares of the no par value common stock ("Common Stock") of
     the corporation issued and outstanding at the time of such adoption and
     entitled to vote thereon was ten thousand (10,000) shares of Common Stock.

4.   Ten thousand (10,000) shares of Common Stock voted for the amendment, and
     zero (0) shares of Common Stock voted against the amendment.

5.   The number of shares of Common Stock cast for the amendment was sufficient
     for approval by that voting group.

     DATED this 23rd day of July 2003.

                                       SIMULA AUTOMOTIVE SAFETY DEVICES, INC.,an
                                       Arizona corporation


                                       By: /s/ Mari I. Valenzuela
                                           -------------------------------------
                                       Name: Mari I. Valenzuela
                                       Title: Secretary