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                                                                   EXHIBIT 10.32


                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT is by and between Simula, Inc., an Arizona corporation (the
"Company") and James C. Dodd (the "Executive"), dated effective as of March 2,
1999 (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 first anniversary of such
date (the "Employment Period"). If the relationship is satisfactory to the
Company, and unless earlier terminated by the Company for Cause (as defined in
Section 3.3 below) or by the Executive for Good Reason (as defined in Section
3.3 below), on the last day of the one year anniversary date, commencing one
year after the Effective Date, this Agreement shall be automatically renewed,
under the same terms and conditions, for a three year term, and unless
terminated for cause or good reason thereafter as provided above, on the last
day of each successive one year anniversary date, this Agreement shall be
automatically renewed 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, Chief Financial Officer, and Treasurer of the Company at
            Company headquarters in Phoenix, Arizona;
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                  (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 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 SEVENTY THOUSAND
            DOLLARS ($170,000). 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) Stock Option Grant; Annual Bonus or Option Plans.
            Executive will be granted stock options to purchase 150,000 shares
            of the Company's Common Stock, at the price and according to the
            vesting schedule set out in the Options Agreements attached hereto
            as Exhibit A. Thereafter, 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.

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                  (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, 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 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.


      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
      in accordance with Section 10.2 of this Agreement 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 or
      the Executive's legal representative.

            3.2 Cause. The Company may terminate the Executive's employment
      during the Employment Period for Cause. For purposes of this Agreement,
      "Cause" 


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      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, or omitted to be 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 given in accordance with Section
      10.2 of this Agreement. 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 or Disability, 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; Disability. If, during the
      Employment Period, the Company shall terminate the Executive's employment
      other than for Cause or Disability 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 this Agreement, as it may have been renewed as provided for in
            Section 1 hereof;


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                  (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,
            exerciseable 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

                  (g) The Company shall, at its sole expense as incurred,
            provide the Executive with out-placement services, the scope and
            provider of which 


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            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 for payment of Death
      Benefit Compensation under other contracts, if any, 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 amount
      equal to 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,
      accrued but unpaid vacation leave, and the timely payment or provision of
      Other Benefits. 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, 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 or program or contract or agreement except as explicitly
modified by this 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 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), 


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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 complying with the requirements of Section 7.3)
      promptly pay to the Company the 


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      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. The foregoing restriction shall apply
            regardless of the capacity in which the 


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            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.

            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 


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      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:    James C. Dodd
                                    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.

            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.


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            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 /s/ Donald W. Townsend
                                           ---------------------------------

                                        Title  President
                                              ------------------------------

                                        EXECUTIVE


                                        /s/ James C. Dodd
                                        ------------------------------------
                                        James C. Dodd


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