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                                                                   Exhibit 10.43

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is by and between Simula, Inc., an Arizona corporation
(the "Company") and Joe Coltman (the "Executive"), dated effective as of
February 1, 2000 (the "Effective Date").


                                   BACKGROUND

         The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued employment and dedication of the
Executive.

         The Board has further determined that it is desirable to provide the
Executive with compensation and benefits terms which adequately compensate the
executive for the services he renders to the Company, and, to ensure that such
compensation and benefits are consistent with those of like executives of other
public companies.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


                                    AGREEMENT

         1. EMPLOYMENT PERIOD. The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the third anniversary of
such date (the "Employment Period"). Unless terminated by the Company for Cause
(as defined in Section 3.2 below) or by the Executive for Good Reason (as
defined in Section 3.3 below), this Agreement shall be automatically renewed,
under the same terms and conditions, for continuous successive three year terms.


         2.       TERMS OF EMPLOYMENT.

                  2.1      Position and Duties.

                           (a) During the Employment Period, the Executive shall
                  be employed in an executive capacity in the positions of
                  Executive Vice-President - Technology of the Company at
                  Company headquarters in Phoenix, Arizona;

                           (b) During the Employment Period, and excluding any
                  periods of vacation and sick leave to which the Executive is
                  entitled, the Executive agrees to devote full attention and
                  time during normal business hours to the
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                  business and affairs of the Company and to use the Executive's
                  best efforts to perform faithfully and efficiently such
                  responsibilities.

                  2.2      Compensation.

                           (a) Base Salary. The Executive shall receive an
                  initial annual base salary ("Initial Base Salary") of One
                  Hundred Sixty Five Thousand Dollars ($165,000). Thereafter,
                  the Executive's salary and total compensation shall be
                  reviewed on a periodic basis by the Compensation Committee of
                  the Board to determine what, if any, increases shall be made
                  thereto. The base salary payable to the Executive in any given
                  year, including the Initial Base Salary, is hereafter referred
                  to as the "Annual Base Salary." Any increase in Annual Base
                  Salary shall not serve to limit or reduce any other obligation
                  to the Executive under this Agreement. Annual Base Salary
                  shall not be reduced after any increase and the term Annual
                  Base Salary as utilized in this Agreement shall refer to
                  Annual Base Salary as increased. The Annual Base Salary shall
                  in all instances be payable in twenty-six (26) equal bi-weekly
                  installments.

                           (b) Annual Bonus or Option Plans. In addition to
                  Annual Base Salary, the Executive shall be eligible to
                  participate in any applicable Company bonus plan or program or
                  stock option plan or program in effect immediately prior to
                  the Effective Date, or put into effect by the Board at any
                  time thereafter.

                           (c) Incentive, Savings and Retirement Plans. During
                  the Employment Period, the Executive shall be entitled to
                  participate in all incentive, savings and retirement plans,
                  practices, policies and programs applicable generally to other
                  executives of the Company, but in no event shall such plans,
                  practices, policies and programs provide the Executive with
                  incentive opportunities, savings opportunities and retirement
                  benefit opportunities, in each case, less favorable, in the
                  aggregate, than the most favorable of those provided by the
                  Company to other executives of the Company; provided however,
                  the dollar value awarded Executive in the reasonable
                  discretion of management need not be equal to that awarded to
                  all other executives.

                           (d) Welfare Benefit Plans. During the Employment
                  Period, the Executive and/or the Executive's family, as the
                  case may be, shall be eligible for participation in and shall
                  receive all benefits under welfare benefit plans, practices,
                  policies and programs provided by the Company (including,
                  without limitation, medical, prescription, dental, disability,
                  salary continuance, tuition reimbursement, employee life,
                  group life, accidental death and travel accident insurance
                  plans and programs) to the extent applicable generally to
                  other executives of the Company, but in no event



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                  shall such plans, practices, policies and programs provide the
                  Executive with benefits which are less favorable, in the
                  aggregate, than the most favorable of such plans, practices,
                  policies and programs provided generally at any time after the
                  Effective Date to other executives of the Company.

                           (e) Expenses. During the Employment Period, the
                  Executive shall be entitled to receive prompt reimbursement
                  for all reasonable expenses incurred by the Executive in the
                  conduct of Company business.

                           (f) Vacation. During the Employment Period, the
                  Executive shall be entitled to paid vacation in accordance
                  with the plans, policies, programs and practices of the
                  Company in all respects as in effect for the Executive during
                  the 120-day period immediately preceding the Effective Date
                  or, if more favorable to the Executive, as in effect generally
                  at any time thereafter with respect to other executives of the
                  Company.

                           (g) Tuition for Advanced Degree. Company agrees to
         reimburse Employee for tuition and other appropriate costs incurred by
         the Employee in pursuing an advanced degree as agreed between Company
         and Employee. Reimbursement shall be pursuant to the Company's standard
         policy. Employee agrees that in the event he terminates his employment
         with the Company other than for Good Reason, or is terminated for
         Cause, at any time during the period he is pursuing the advanced
         degree, or within one year after receiving such advanced degree,
         Employee will refund to the Company in full the amount reimbursed and
         paid by the Company to date. Employee's obligation to refund tuition
         and costs advanced shall not pertain if Employee's employment is
         terminated pursuant to a change of control, as defined in the Change of
         Control Agreement of even date herewith.

         3.       TERMINATION OF EMPLOYMENT.

                  3.1 Death or Disability. The Executive's employment shall
         terminate automatically upon the Executive's death during the
         Employment Period. If the Company determines in good faith that any
         Disability of the Executive has occurred during the Employment Period
         (pursuant to the definition of Disability set forth below), it may give
         to the Executive written notice of its intention to terminate the
         Executive's employment. In such event, the Executive's employment with
         the Company shall terminate effective on the 30th day after receipt of
         such notice by the Executive (the "Disability Effective Date"),
         provided that, within the 30 days after such receipt, the Executive
         shall not have returned to full-time performance of the Executive's
         duties. For purposes of this Agreement, "Disability" shall mean the
         absence of the Executive from the Executive's duties with the Company
         on a full-time basis for 180 consecutive business days as a result of
         incapacity due to mental or physical illness certified by a physician
         selected by the Company or its insurers and acceptable to the
         Executive.


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                  3.2 Cause. The Company may terminate the Executive's
         employment during the Employment Period for Cause. For purposes of this
         Agreement, "Cause" shall mean: (i) the willful and continued failure of
         the Executive to perform substantially the Executive's duties with the
         Company or its affiliates (other than any such failure resulting from
         incapacity due to physical or mental illness), after a written demand
         for substantial performance is delivered to the Executive by the Board
         which specifically identifies the manner in which the Board believes
         that the Executive has not substantially performed the Executive's
         duties, or (ii) the willful engaging by the Executive in illegal
         conduct or gross misconduct which is materially and demonstrably
         injurious to the Company. For purposes of this provision, no act or
         failure to act, on the part of the Executive, shall be considered
         "willful" unless it is done by the Executive in bad faith.

                  3.3 Good Reason. The Executive's employment may be terminated
         by the Executive for Good Reason at any time within 90 days after the
         Executive first has actual knowledge of the occurrence of such Good
         Reason. For purposes of this Agreement, "Good Reason" shall mean:

                           (a) the assignment to the Executive of any duties
                  that are not of an executive nature, or any other action by
                  the Company which results in a material diminution in the
                  Executive's position, authority, duties or responsibilities,
                  excluding for this purpose an isolated, insubstantial and
                  inadvertent action not taken in bad faith and which is
                  remedied by the Company promptly after receipt of notice
                  thereof given by the Executive;

                           (b) any failure by the Company to comply with any of
                  the provisions of Section 2.2 of this Agreement, other than an
                  isolated, insubstantial and inadvertent failure not occurring
                  in bad faith and which is remedied by the Company promptly
                  after receipt of notice thereof given by the Executive;

                           (c) the Company's requiring the Executive, without
                  the Executive's consent and full agreement, to be based at any
                  office or position other than as provided in Section 2.1(a)
                  hereof;

                           (d) any purported termination by the Company of the
                  Executive's employment otherwise than as expressly permitted
                  by this Agreement; or

                           (e) any failure by the Company to comply with and
                  satisfy Section 9.3 of this Agreement.

                  3.4 Notice of Termination. Any termination by the Company for
         Cause, or by the Executive for Good Reason, shall be communicated by
         Notice of Termination to the other party hereto. For purposes of this
         Agreement, a "Notice of Termination" means a written notice which:


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                           (a) indicates the specific termination provision in
                  this Agreement relied upon;

                           (b) to the extent applicable, sets forth in
                  reasonable detail the facts and circumstances claimed to
                  provide a basis for termination of the Executive's employment
                  under the provision so indicated; and

                           (c) if the Date of Termination (as defined below) is
                  other than the date of receipt of such notice, specifies the
                  termination date (which date shall be not more than thirty
                  days after the giving of such notice). The failure by the
                  Executive or the Company to set forth in the Notice of
                  Termination any fact or circumstance which contributes to a
                  showing of Good Reason or Cause shall not waive any right of
                  the Executive or the Company, respectively, hereunder or
                  preclude the Executive or the Company, respectively, from
                  asserting such fact or circumstance in enforcing the
                  Executive's or the Company's rights hereunder.

                  3.5      Date of Termination.  "Date of Termination" means:

                           (a) if the Executive's employment is terminated by
                  the Company for Cause, or by the Executive for Good Reason,
                  the date of receipt of the Notice of Termination or any later
                  date specified therein, as the case may be;

                           (b) if the Executive's employment is terminated by
                  the Company other than for Cause, the date on which the
                  Company notifies the Executive of such termination; and

                           (c) if the Executive's employment is terminated by
                  reason of death or Disability, the date of death of the
                  Executive or the Disability Effective Date, as the case may
                  be.


         4. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

                  4.1 Good Reason; Other Than for Cause, Death or Disability.
         If, during the Employment Period, the Company shall terminate the
         Executive's employment other than for Cause or the death or Disability
         of the Executive or the Executive shall terminate employment for Good
         Reason, the Company shall pay to the Executive in a lump sum in cash
         within thirty (30) days after the Date of Termination the aggregate of
         the following amounts:

                           (a) The amount of Annual Base Salary compensation
                  which would have been payable to the Executive over the period
                  then remaining under


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                  this Agreement, as it may have been renewed as provided for in
                  Section 1 hereof;

                           (b) Any declared and accrued, but as of then unpaid,
                  bonus or stock options grant (whether or not vested) to which
                  the Execute would have received but for such termination.
                  Additionally, any stock options owned or granted shall be
                  deemed immediately vested, not forfeitable, and shall be the
                  property of Executive, exercisable according to their terms
                  for the balance of the term of years of the options;

                           (c) Any accrued vacation pay;

                           (d) Any amounts payable pursuant to the Company's
                  Defined Benefit Pension Plan, 401(k) plan, including such
                  amounts which would have accrued (whether or not vested) if
                  the Executive's employment had continued after the Date of
                  Termination for the period then remaining under this
                  Agreement, as it may have been renewed as provided for in
                  Section 1 hereof;

                           (e) Any other amounts or benefits required to be paid
                  or provided or which the Executive is eligible to receive
                  under any plan, program, policy or practice or contract or
                  agreement of the Company (such other amounts and benefits
                  shall be hereinafter referred to as the "Other Benefits");

                           (f) For the remaining term of this Agreement, as it
                  may have been renewed pursuant to Section 1 hereof, or such
                  longer period as may be provided by the terms of the
                  appropriate plan, program, practice or policy, the Company
                  shall continue benefits to the Executive and/or the
                  Executive's family at least equal to those which would have
                  been provided to them in accordance with the plans, programs,
                  practices and policies described in Section 2.2(d) of this
                  Agreement if the Executive's employment had not been
                  terminated or, if more favorable to the Executive, as in
                  effect generally at any time thereafter with respect to other
                  executives of the Company and their families, provided,
                  however, that if the Executive becomes re-employed with
                  another employer and is eligible to receive medical or other
                  welfare benefits under another employer-provided plan, the
                  medical and other welfare benefits described herein shall be
                  secondary to those provided under such other plan during such
                  applicable period of eligibility, and for purposes of
                  determining eligibility (but not the time of commencement of
                  benefits) of the Executive for retiree benefits pursuant to
                  such plans, practices, programs and policies, the Executive
                  shall be considered to have remained employed for the
                  remaining term of this Agreement, as it may have been renewed
                  pursuant to Section 1 hereof, and to have retired on the last
                  day of such period; and


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                           (g) The Company shall, at its sole expense as
                  incurred, provide the Executive with out-placement services,
                  the scope and provider of which shall be selected by the
                  Executive in the Executive's sole discretion (but the total
                  cost thereof shall not exceed $50,000).

                  4.2 Death. If the Executive's employment is terminated by
         reason of the Executive's death during the Employment Period, this
         Agreement shall terminate without further obligations to the
         Executive's legal representatives under this Agreement, other than full
         vesting and non-forfeiture of stock options granted to Executive, and
         the timely payment or provision of Other Benefits. Such amounts shall
         be paid to the Executive's estate or beneficiary, as applicable, in a
         lump sum in cash within 30 days of the Date of Termination. With
         respect to the provision of Other Benefits, the term Other Benefits as
         utilized in this Section 4.2 shall include, without limitation, and the
         Executive's estate and/or beneficiaries shall be entitled to receive,
         benefits at least equal to the most favorable benefits provided by the
         Company to the estates and beneficiaries of other executives of the
         Company under such plans, programs, practices and policies relating to
         death benefits, if any, as in effect with respect to other executives
         and their beneficiaries at any time during the 120-day period
         immediately preceding the Effective Date or, if more favorable to the
         Executive's estate and/or the Executive's beneficiaries, as in effect
         on the date of the Executive's death with respect to other executives
         of the Company and their beneficiaries.

                  4.3 Disability. If the Executive's employment is terminated by
         reason of the Executive's Disability under Section 3.1 during the
         Employment Period, this Agreement shall terminate without further
         obligations to the Executive, other than for the timely payment or
         provision of (i) Base Salary and, (ii) accrued bonus through the
         Termination Date, (iii) payment of pension, 401(k), and Other Benefits,
         (iv) full vesting and non-forfeiture of stock options, and, (v) the
         receipt of fully-paid Welfare Benefit Plans under Section 2.2(d) for
         the balance of the term of this Agreement. In addition, Executive shall
         be paid for the term of this Agreement at regular pay periods that
         equal the difference between his Annual Base Salary and the disability
         insurance payment received by the disabled Executive under the
         Company's disability insurance program. With respect to the provision
         of Other Benefits, the term Other Benefits as utilized in this Section
         4.3 shall include, and the Executive shall be entitled after the
         Disability Effective Date to receive, disability and other benefits at
         least equal to the most favorable of those generally provided by the
         Company to disabled executives and/or their families in accordance with
         such plans, programs, practices and policies relating to disability, if
         any, as in effect generally with respect to other executives and their
         families at any time during the 120-day period immediately preceding
         the Effective Date or, if more favorable to the Executive and/or the
         Executive's family, as in effect at any time thereafter generally with
         respect to other executives of the Company and their families.


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                  4.4 Cause; Other than for Good Reason. If the Executive's
         employment shall be terminated for Cause during the Employment Period,
         this Agreement shall terminate without further obligations to the
         Executive other than the obligation to pay to the Executive: (x) the
         Annual Base Salary through the Date of Termination, (y) the amount of
         any compensation previously deferred by the Executive, and (z) Other
         Benefits, in each case to the extent therefore unpaid. If the Executive
         voluntarily terminates employment during the Employment Period,
         excluding a termination for Good Reason, this Agreement shall terminate
         without further obligations to the Executive, other than for items (x),
         (y) and (z) of this paragraph. In such case, all Accrued Obligations
         shall be paid to the Executive in a lump sum in cash within 30 days of
         the Date of Termination.


         5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company and for which the Executive
may qualify, nor, subject to Section 10.6, shall anything herein limit or
otherwise affect such rights as the Executive may have under any other contract
or agreement with the Company. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company at or subsequent to the
Date of Termination shall be payable in accordance with such plan, policy,
practice, program, contract or agreement except as explicitly modified by this
Agreement. Executive is currently a party to, and in the future may be a party
to other, employment arrangements, agreements, and incentive plans, including
but not limited to, stock option agreements and a change of control agreement.
This Agreement shall not supersede any of the terms or conditions of such other
agreements. To the extent of any inconsistency in these agreements, the
agreements shall be interpreted and applied in the way to confer upon the
employee the greatest benefits. The agreements shall be read and applied
consistent with each other, but in the event of a conflict, the terms most
favorable to the employee will be applied from the various provisions of the
agreements in the aggregate.


         6. FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and, except as
specifically provided in Section 4.1(f), such amounts shall not be reduced
whether or not the Executive obtains other employment. The Company agrees to pay
promptly as incurred, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company, the Executive or others of
the validity or enforceability of, or liability or entitlement under, any
provision of this Agreement or any guarantee of performance thereof (whether
such contest is between the Company and the



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Executive or between either of them and any third party, and including as a
result of any contest by the Executive about the amount of any payment pursuant
to this Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate ("Applicable Federal Rate") provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").


         7.       CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

                  7.1 Anything in this Agreement to the contrary
         notwithstanding, in the event it shall be determined that any payment
         or distribution by the Company to or for the benefit of the Executive
         (whether paid or payable or distributed or distributable pursuant to
         the terms of this Agreement or otherwise, but determined without regard
         to any additional payments required under this Section 7) (a "Payment")
         would be subject to the excise tax imposed by Section 4999 of the Code
         or any corresponding provisions of state or local tax laws, or any
         interest or penalties are incurred by the Executive with respect to
         such excise tax (such excise tax, together with any such interest and
         penalties, are hereinafter collectively referred to as the "Excise
         Tax"), then the Executive shall be entitled to receive an additional
         payment (a "Gross-Up Payment") in an amount such that after payment by
         the Executive of all taxes (including any interest or penalties imposed
         with respect to such taxes), including, without limitation, any income
         or employment taxes (and any interest and penalties imposed with
         respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the
         Executive retains an amount of the Gross-Up Payment equal to the Excise
         Tax imposed upon the Payments.

                  7.2 Subject to the provisions of Section 7.3, all
         determinations required to be made under this Section 7, including
         whether and when a Gross-Up Payment is required and the amount of such
         Gross-Up Payment and the assumptions to be utilized in arriving at such
         determination, shall be made by Deloitte & Touche LLP or such other
         certified public accounting firm as may be designated by the Executive
         (the "Accounting Firm"), which shall provide detailed supporting
         calculations both to the Company and the Executive within 15 business
         days of the receipt of notice from the Executive that there has been a
         Payment, or such earlier time as is requested by the Company.

                  7.3 The Executive shall notify the Company in writing of any
         claim by the Internal Revenue Service that, if successful, would
         require the payment by the Company of the Gross-Up Payment. Such
         notification shall be given as soon as practicable but no later than
         ten business days after the Executive is informed in writing of such
         claim.

                  7.4 If, after the receipt by the Executive of an amount
         advanced by the Company pursuant to Section 7.3, the Executive becomes
         entitled to receive any refund with respect to such claim, the
         Executive shall (subject to the Company's


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         complying with the requirements of Section 7.3) promptly pay to the
         Company the amount of such refund (together with any interest paid or
         credited thereon after taxes applicable thereto).


         8.       CONFIDENTIAL INFORMATION; NONCOMPETITION.

                  8.1 Nondisclosure. The Executive shall hold in fiduciary
         capacity for the benefit of the Company all secret, proprietary or
         confidential information, knowledge or data relating to the Company and
         its businesses, which shall have been obtained by the Executive during
         the Executive's employment by the Company. During the period the
         Executive is employed with the Company, and after termination of the
         Executive's employment with the Company, the Executive shall not,
         without the prior written consent of the Company or as may otherwise be
         required by law or legal process, communicate or divulge any such
         information, knowledge or data to anyone other than the Company and
         those designated by it. The restrictions set forth in this Section 8
         will not apply to information which is generally known to the public or
         in the trade, unless such knowledge results from an unauthorized
         disclosure by the Executive or representatives of the Executive in
         violation of this Agreement. This exception will not affect the
         application of any other provisions of this Agreement to such
         information in accordance with the terms of such provision. All
         documents and tangible things embodying or containing confidential
         information are the Company's exclusive property. The Executive will
         protect the confidentiality of their content and will return all
         copies, facsimiles and specimens of them and any other form of
         confidential information in the Executive's possession, custody or
         control to the Company before leaving the employment with the Company.

                  8.2 Competition. During the term of the Executive's employment
         with the Company, and for a period of eighteen (18) months thereafter
         (equal to one-half of the total months of the term of this Agreement),
         the Executive will not, directly or indirectly, engage, participate or
         invest in or be employed by any business anywhere in the world which:

                           (a) Develops or manufactures products which are
                  competitive with or similar to products developed or
                  manufactured by the Company;

                           (b) Distributes, markets or otherwise sells products
                  manufactured by others which are competitive with or similar
                  to products distributed, marketed or sold by the Company; or

                           (c) Provides services which are competitive with or
                  similar to services provided by the Company, including, in
                  each case, any products or services the Company has under
                  development or which are the subject of active planning at any
                  time during the term of the Executive's employment.



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                  The foregoing restriction shall apply regardless of the
                  capacity in which the Executive engages or engaged,
                  participates or participated, or invests or invested in or is
                  employed by a given business, whether as owner, partner,
                  shareholder, consultant, agent, employee, co-venturer or
                  otherwise. In addition, during the term of the Executive's
                  employment with the Company, and for a period of eighteen (18)
                  months thereafter, the Executive will not, directly or
                  indirectly, without the prior written consent of the Company,
                  hire or solicit for hire with any business any person who is
                  employed by the Company at such time or was employed by the
                  Company within the preceding eighteen (18) months. The
                  provisions of this Section 8 shall not prevent the Executive
                  from acquiring or holding publicly traded stock or other
                  publicly traded securities of a business, so long as the
                  Executive's ownership does not exceed ten percent (10%) of the
                  outstanding securities of such company of the same class as
                  those held by the Executive or from engaging in any activity
                  or having an ownership interest in any business that is
                  reviewed by the Board of Directors. The Executive understands
                  that the restrictions set out in this Section 8 are intended
                  to protect the Company's interest in its secret, proprietary
                  or confidential information and established customer
                  relationships and goodwill, and agrees that such restrictions
                  are reasonable and appropriate for this purpose.

                  8.3 Damages. The Executive agrees that it would be difficult
         to measure any damages caused to the Company which might result from
         any breach by the Executive of the promises set forth in this
         Agreement, and that in any event money damages would be an inadequate
         remedy for any such breach. Accordingly, the Executive agrees that in
         the case of breach, or proposed breach, of any portion of this
         Agreement, the Company shall be entitled, in addition to all other
         remedies that it may have, to an injunction or other appropriate
         equitable relief to restrain any such breach without showing or proving
         any actual damage to the Company. However, in no event shall an
         asserted violation of the provisions of this Section 8 constitute a
         basis for deferring or withholding any amounts otherwise payable to the
         Executive under this Agreement.


         9.       SUCCESSORS.

                  9.1 This Agreement is personal to the Executive and without
         the prior written consent of the Company shall not be assigned by the
         Executive otherwise than by will or the laws of descent and
         distribution. This Agreement shall inure to the benefit of and be
         enforceable by the Executive's legal representatives.

                  9.2 This Agreement shall inure to the benefit of and be
         binding upon the Company and its successors and assigns.


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                  9.3 The Company will require any successor (whether direct or
         indirect, by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business and/or assets of the Company to
         assume expressly and agree to perform this Agreement in the same manner
         and to the same extent that the Company would be required to perform it
         if no such succession had taken place. As used in this Agreement,
         "Company" shall mean the Company as hereinbefore defined and any
         successor to its business and/or assets as aforesaid which assumes and
         agrees to perform this Agreement by operation of law, or otherwise.


         10.      MISCELLANEOUS.

                  10.1 This Agreement shall be governed by and construed in
         accordance with the laws of the State of Arizona, without reference to
         principles of conflict of laws. The captions of this Agreement are set
         forth for convenience only and shall have no separate force or effect.
         This Agreement may not be amended or modified otherwise than by a
         written agreement executed by the parties hereto or their respective
         successors and legal representatives.

                  10.2 All notices and other communications hereunder shall be
         in writing and shall be given by hand delivery to the other party or by
         registered or certified mail, return receipt requested, postage
         prepaid, addressed as follows:


                  If to the Executive: Joe Coltman
                                       2700 North Central Avenue, Suite 1000
                                       Phoenix, Arizona 85004


                  If to the Company:   Simula, Inc.
                                       ATTN: Corporate Secretary
                                       2700 North Central Avenue, Suite 1000
                                       Phoenix, Arizona 85004


         or to such other address as either party shall have furnished to the
         other in writing in accordance herewith. Notice and communications
         shall be effective when actually received by the addressee.

                  10.3 The invalidity or unenforceability of any provision of
         this Agreement shall not affect the validity or enforceability of any
         other provision of this Agreement.


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                  10.4 The Company may withhold from any amounts payable under
         this Agreement such Federal, state, local or foreign taxes as shall be
         required to be withheld pursuant to any applicable law or regulation.

                  10.5 The Executive's or the Company's failure to insist upon
         strict compliance with any provision hereof or any other provision of
         this Agreement or the failure to assert any right the Executive or the
         Company may have hereunder, including, without limitation, the right of
         the Executive to terminate employment for Good Reason pursuant to
         Section 3.3 of this Agreement, shall not be deemed to be a waiver of
         such provision or right or any other provision or right of this
         Agreement.

         IN WITNESS WHEREOF, pursuant to the authorization from its Compensation
Committee and Board of Directors, the Company has caused this Agreement to be
executed in its name on its behalf, as of the day and year first above written.


                                  SIMULA, INC.


                                  By

                                  Title


                                  /S/ Joe Coltman
                                  ---------------
                                  Joe Coltman




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