UNITED STATES DISTRICT COURT

                     DISTRICT OF CONNECTICUT


UNITED STATES OF AMERICA

v.                                 MISC. CRIMINAL NO. N-90-25(EBB)

BILLISTICS, INCORPORATED

                  SECOND ORDER CONCERNING THE 
            DISPOSITION OF ADDITIONAL SEIZED FIREARMS

     By a second joint motion filed June 18, 1990, the United
States Government and Billistics, Incorporated ("Billistics") seek
a second order in the captioned matter directing the Bureau of
Alcohol, Tobacco and Firearms ("BATF") to dispose of additional
firearms in BATF's custody. In their second joint motion, the
parties represented that:

          1. On July 26, 1989, BATF agents executed a federal
     search warrant and seized from Billistics those firearms
     listed on the accompanying Exhibit 1.

          2. They seek an order concerning the disposition of the
     firearms listed as items 93, 152, 153, 154, 155, 156, and 157
     in Exhibit 1.

          3. The BATF will return items 93, 154, 155, and 156 to
     Billistics and Billistics must place the correct serial
     numbers on the firearms within 14 days of receipt. The failure
     to do so would result in the possession of an unserialized
     firearm, a violation of federal law. Billistics will abandon
     to the BATF items 152, 153, and 157.

                              - 2-

          4. The second joint motion is not to be construed as an
     admission that Billistics or its officers violated any federal
     firearms law or that the agents of the Government acted
     improperly in obtaining a search warrant and seizing the
     firearms. The motion is merely an effort to expedite the
     disposition of the firearms.

          5. The parties anticipate filing a third and final motion
     addressing the disposition of the remaining firearms listed as
     items 25, 27, 43, 54, 57, 58, 59, 88, 89, 104, and 139 in
     Exhibit 1.

     Based on the parties' first and second joint motions, the
Court grants the second motion and issues the following order:

     IT IS ORDERED that the BATF shall, as soon as practicable,
return to Billistics the firearms listed as items 93, 154, 155, and
156 in Exhibit 1;

     IT IS FURTHER ORDERED that Billistics place the correct serial
numbers on the firearms listed as items 93, 154, 155, and 156
within 14 days of receipt;

     IT IS FURTHER ORDERED that the firearms listed as items 152,
153, and 157 in Exhibit 1 are abandoned to the BATF;

     IT IS FURTHER ORDERED that the BATF shall continue to retain
custody of items 25, 27, 43, 54, 57, 58, 59, 88, 89, 104, and 139
listed in Exhibit 1 until further order of the Court; and

                              - 3 -

     IT IS FINALLY ORDERED that the BATF shall provide Billistics
with a copy of this Order without the attached Exhibit 1 at the
time the firearms are returned.

     It is so ordered this 19th day of June, 1990, at New Haven,
Connecticut. 

ELLEN BREE BURNS
CHIEF UNITED STATES DISTRICT JUDGE 
141 Church Street
New Haven, Connecticut