TELESOFT  CORP.

     1997  RESTRICTED  STOCK  PLAN


     1.      PURPOSES OF THE PLAN.  The purposes of this 1997 Restricted Stock
Plan  are  to provide additional incentive to employees and others who provide
services  to  the  Company  to  achieve  financial results aimed at increasing
stockholder  value  and to attract and retain the best available personnel for
positions of responsibility within the Company through the grant of restricted
shares  of  the  Company's  Common  Stock.

     2.          DEFINITIONS.  As used herein, the following definitions shall
apply:

     (a)        "Award" shall mean a grant of one or more shares of Restricted
Stock.

     (b)     "Board" shall mean the Board of Directors of the Company or, when
appropriate,  the Committee administering the Plan, if one has been appointed.

     (c)      "Code" shall mean the Internal Revenue Code of 1986, as amended,
and  the  rules  and  regulations  promulgated  thereunder.

     (d)          "Common  Stock"  shall  mean the common stock of the Company
described  in  the  Company's  Articles  of  Incorporation,  as  amended.

     (e)      "Company" shall mean TELESOFT CORP., an Arizona corporation, and
shall  include  any parent or subsidiary corporation of the Company as defined
in  Sections  425(e)  and  (f),  respectively,  of  the  Code.

     (f)        "Committee" shall mean the Committee appointed by the Board in
accordance  with  paragraph (a) of Section 4 of the Plan, if one is appointed.

     (g)     "Employee" shall mean any person, including salaried officers and
directors,  employed  by  the  Company.

     (h)     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (i)      "Fair Market Value" shall mean, with respect to the date a given
Award  is  granted,  the  value of the Common Stock determined by the Board in
such  manner  as  it  may deem equitable for Plan purposes; provided, however,
that  where  there  is  a  public market for the Common Stock, the Fair Market
Value  per  Share  shall be the mean of the bid and asked prices of the Common
Stock on the date of grant, as reported in the Wall Street Journal, or, if not
so  reported,  as otherwise reported in the National Association of Securities
Dealers  Automated  Quotation  System  ("Nasdaq"), or, in the event the Common
Stock  is  listed on the New York Stock Exchange, the American Stock Exchange,
the  Nasdaq  National  Market  or  the Nasdaq SmallCap Market, the Fair Market
Value  per  Share  shall be the closing price on the relevant Nasdaq market or
exchange  on  the  date  of grant of the Award, as reported in the Wall Street
Journal.

     (j)     "Grantee" shall mean an employee or other individual who provides
services  to the Company who has been granted one or more shares of Restricted
Stock.

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290641-1          12129-100
     (k)          "Parent"  shall  mean a "parent corporation," whether now or
hereafter  existing,  as  defined  in  Section  425(e)  of  the  Code.

     (l)          "Plan"  shall  mean  this  1997  Restricted  Stock  Plan.

     (m)          "Restricted  Stock"  shall  mean  Common  Stock,  issued and
outstanding,  restricted  as  to transfer and subject to a substantial risk of
forfeiture.

     (n)         Share" shall mean a share of the Common Stock, as adjusted in
accordance  with  Section  8  of  the  Plan.

     (o)          "Stock  Purchase Agreement" shall mean the written agreement
between  the  Company  and  the  Grantee  relating  to  the grant of an Award.

     (p)       "Subsidiary" shall mean a "subsidiary corporation," whether now
or  hereafter  existing,  as  defined  in  Section  425(f)  of  the  Code.

     (q)       "Tax Date" shall mean the date a Grantee is required to pay the
Company  an  amount  with respect to tax withholding obligations in connection
with  an  Award.

     3.        COMMON STOCK SUBJECT TO THE PLAN.  Subject to the provisions of
Section  8 of the Plan, the maximum aggregate number of shares of Common Stock
which  may  be  granted  under  the  Plan  may  be  determined by the Board of
Directors,  for  issuance  as part of the total Shares reserved under the 1997
Incentive  Stock  Option Plan.  The Shares may be authorized, but unissued, or
previously  issued  Shares  acquired  by the Company and held in treasury.  If
Restricted  Stock  is  forfeited,  the forfeited Shares shall, unless the Plan
shall  have  been  terminated,  be available for future grants under the Plan.

     4.          ADMINISTRATION  OF  THE  PLAN.

     (a)          Procedure.

     (i)        The Plan shall be administered by the Board in accordance with
Rule  16b-3 under the Exchange Act ("Rule 16b-3"); provided, however, that the
Board  may appoint a Committee to administer the Plan at any time or from time
to  time,  and,  provided  further,  that  if  the  Board  is not comprised of
"non-employee"  directors  within the meaning of Rule 16b-3, the Plan shall be
administered  by  a  Committee  in  accordance  with  Rule  16b-3.

     (ii)          Once appointed, the Committee shall continue to serve until
otherwise directed by the Board.  From time to time the Board may increase the
size  of  the Committee and appoint additional members thereof, remove members
(with  or  without  cause),  appoint new members in substitution therefor, and
fill  vacancies  however  caused:  provided,  however, that at no time may any
person  serve  on  the  Committee  if  that  person  does  not  qualify  as  a
"non-employee"  director  under  the  requirements  of  the  Code.

     (b)      Powers of the Board.  Subject to the provisions of the Plan, the
Board  shall  have  the authority, in its discretion:  (i) to grant Restricted
Stock;  (ii)  to  determine,  upon  review  of  relevant  information  and  in
accordance  with  Section  2  of the Plan, the Fair Market Value of the Common
Stock;  (iii)  to  determine  the  Employees and other individuals who provide
services  to  the  Company to whom, and the time or times at which, Restricted
Stock  shall  be  granted  and  the number of Shares to be represented by each
Award;  (iv)  to interpret the Plan; (v) to prescribe, amend and rescind rules
and  regulations  relating  to  the  Plan;  (vi)  to  determine  the terms and
provisions  of  each Award granted (which need not be identical) and, with the
consent  of  the  Grantee  thereof,  modify  or  amend  each  Award;  (vii) to
accelerate  or  defer (with the consent of the Grantee) the date of any Award;
(viii)  to  authorize  any  person  to  execute  on  behalf of the Company any
instrument  required to effectuate the grant of an Award previously granted by
the Board; (ix) to accept or reject the election made by a Grantee pursuant to
Section  14  of  the  Plan;  and  (x)  to make all other determinations deemed
necessary  or  advisable  for  the  administration  of  the  Plan.

     (c)        Effect of Board's Decision.  All decisions, determinations and
interpretations  of  the  Board shall be final and binding on all Grantees and
any  other  holders  of  any  Restricted  Stock  granted  under  the  Plan.

     5.          ELIGIBILITY.  Consistent with the Plan's purposes, Restricted
Stock  may  be  granted  only  to  Employees and other individuals who provide
services  to  the  Company  as  determined by the Board.  An Employee or other
individual  who  provides  services  to  the  Company  who  has  been  granted
Restricted  Stock  may,  if  he  is  otherwise eligible, be granted additional
Restricted  Stock.

     6.          STOCKHOLDER  APPROVAL  AND  EFFECTIVE DATES.  The Plan became
effective  upon approval by the Board.  No Award may be granted under the Plan
after  April  14,  2007.   The grant of any Restricted Stock under the Plan is
effective  only  upon  approval  of  the  Plan  by  the  Shareholders.

     7.          RESTRICTED  STOCK.

     (a)     Awards.  The Committee may award Restricted Stock to any Employee
or  other  individual who provides services to the Company.  Each certifi-cate
for  Re-stricted  Stock  shall  be  registered  in the name of the Grantee and
deposited  by  him,  together  with  a stock power endorsed in blank, with the
Company.    Restricted  Stock  shall  be awarded by a signed written agreement
containing  such terms and conditions as the Board may determine.  At the time
of an award there shall be estab-lished a restriction period of such length as
shall be determined by the Board.  Shares of Re----stricted Stock shall not be
sold,  assigned,  trans--ferred,  pledged  or other-wise encumbered, except as
hereinafter  provided,  during  the  restriction  period.    Except  for  such
restrictions  on  transfer,  the Grantee as owner of such shares of Restricted
Stock  shall  have  all  the  rights  of  a  holder  of  Common Stock.  At the
expiration  of the restriction period, the Com-pany shall re----deliver to the
Grantee  (or  his  legal  representative  or  de----signated bene-ficiary) the
Restricted  Stock  de-posited  pursuant  to  this  paragraph  7.

     (b)     Termination.  If a Grantee ceases to be an Employee or to provide
services  to  the  Company  with  the consent of the Board, or upon his death,
retirement  or total and permanent dis--ability, the restriction imposed under
paragraph  7(a)  shall  lapse  with  re-spect  to  such  number  of  shares of
Restricted  Stock  theretofore  awarded  to  him as shall be determined by the
Board.

     8.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.  Subject to
any  required  action by the stockholders of the Company, the number of shares
of  Common Stock which have been authorized for issuance under the Plan but as
to which no Award has yet been granted or which have been returned to the Plan
upon  cancellation,  shall  be  proportionately  adjusted  for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the  Common  Stock,  or any other increase or decrease in the number of issued
shares  of  Common  Stock  effected  without  receipt  of consideration by the
Company;  provided,  however, that conversion of any convertible securities of
the  Company  shall  not  be  deemed to have been "effected without receipt of
consideration."    Such  adjustment  shall  be  made  by  the  Board,  whose
determination  in that respect shall be final, binding and conclusive.  Except
as expressly provided herein, no issuance by the Company of shares of stock of
any  class, or securities convertible into shares of stock of any class, shall
affect  and no adjustment by reason thereof, shall be made with respect to the
number  or  price  of  shares  of  Common  Stock  subject  to  the  Plan.

     9.          TIME  OF  GRANTING  RESTRICTED  STOCK.   The date of grant of
Restricted Stock shall, for all purposes, be the date on which the Board makes
the determination granting such Restricted Stock.  Notice of the determination
shall  be  given to each Employee or other individual who provides services to
the  Company to whom an Award is so granted within a reasonable time after the
date  of  such  grant.

     10.          AMENDMENT  AND  TERMINATION  OF  THE  PLAN.

     (a)      Amendment and Termination.  The Board may amend or terminate the
Plan  from  time  to  time  in  such respects as the Board may deem advisable;
provided,  however,  that  the following revisions or amendments shall require
approval  of  the  shareholders of the Company, to the extent required by law,
rule  or  regulation:

     (i)          Any material increase in the number of Shares subject to the
Plan, other than in connection with an adjustment under Section 8 of the Plan;

     (ii)     Any material change in the designation of the Employees or other
individuals  who  provide  services  to  the  Company  eligible  to be granted
Restricted  Stock;  or

     (iii)      Any material increase in the benefits accruing to participants
under  the  Plan.

     (b)          Effect  of  Amendment or Termination.  Any such amendment or
termination  of the Plan shall not affect Restricted Stock already granted and
such  Restricted  Stock  shall remain in full force and effect as if this Plan
had  not  been amended or terminated, unless mutually agreed otherwise between
the  Grantee  and  the Board, which agreement must be in writing and signed by
the  Grantee  and  the  Company.

     11.       CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued
pursuant to this Plan unless the issuance and delivery of such Shares pursuant
thereto  shall  comply with all relevant provisions of law, including, without
limitation,  the  Securities  Act  of  1933, as amended, the Exchange Act, the
rules  and  regulations  promulgated  thereunder,  and the requirements of any
stock  exchange upon which the Shares may then be listed, and shall be further
subject  to  the  approval  of  counsel  for  the Company with respect to such
compliance.

     As  a  condition to the grant of Restricted Stock the Company may require
the  Grantee  to  represent and warrant at the time of any such grant that the
Shares  are  being  acquired  only  for  investment  and  without  any present
intention  to sell or distribute such Shares if, in the opinion of counsel for
the  Company,  such  a representation is required by any of the aforementioned
relevant  provisions  of  law.

     Inability  of  the  Company  to obtain authority from any regulatory body
having  jurisdiction, which authority is deemed by the Company's counsel to be
necessary  to  the  lawful  issuance  and  sale of any Shares hereunder, shall
relieve  the  Company  of  any liability in respect of the failure to issue or
sell  such  Shares  as  to  which such requisite authority shall not have been
obtained.

     12.     RESERVATION OF SHARES.  The Company will at all times reserve and
keep  available  such  number  of Shares as shall be sufficient to satisfy the
requirements  of  the  Plan.

     13.          PURCHASE  AGREEMENT.    Awards  of Restricted Stock shall be
evidenced  by  Stock  Purchase  Agreements  in  such  form  as the Board shall
approve.

     14.       WITHHOLDING TAXES.  Subject to Section 4(b)(ix) of the Plan and
prior  to  the  Tax Date, the Grantee may make an irrevocable election to have
the  Company  withhold from those Shares that would otherwise be received upon
the  grant, a number of Shares having a Fair Market Value equal to the minimum
amount  necessary  to satisfy the Employee's portion of the Company's federal,
state,  local  and  foreign  tax  withholding  obligations  and  FICA and FUTA
obligations  with  respect  to  the  grant of Restricted Stock to the Grantee.

     A  Grantee  who  is  also  an  officer of the Company must make the above
described  election:

     (a)         at least six months after the date of grant of the Restricted
Stock  (except  in  the  event  of  death  or  disability);  and

     (b)          either:

     (i)          six  months  prior  to  the  Tax  Date,  or

     (ii)         prior to the Tax Date and during the period beginning on the
third  business  day  following the date the Company releases its quarterly or
annual  statement of sales and earnings and ending on the twelfth business day
following  such  date.

     15.          MISCELLANEOUS  PROVISIONS.

     (a)        Plan Expense.  Any expense of administering this Plan shall be
borne  by  the  Company.

     (b)        Construction of Plan.  The place of administration of the Plan
shall  be  in  the  State  of  Arizona,  and  the  validity,  construction,
interpretation,  administration  and  effect  of the Plan and of its rules and
regulations,  and  rights  relating  to  the  Plan,  shall  be  determined  in
accordance with the laws of the State of Arizona without regard to conflict of
law  principles  and,  where  applicable,  in  accordance  with  the  Code.

     (c)       Taxes.  The Company shall be entitled if necessary or desirable
to  pay  or  withhold  the  amount  of any tax attributable to the delivery of
Common  Stock  under  the Plan from other amounts payable to the Grantee after
giving  the  person  entitled  to  receive  such Common Stock notice as far in
advance as practical, and the Company may defer making delivery of such Common
Stock  if  any  such  tax  may  be pending unless and until indemnified to its
satisfaction.

     (d)          Indemnification.    In  addition  to  such  other  rights of
indemnification  as  they may have as members of the Board, the members of the
Board  shall  be  indemnified  by  the  Company against all costs and expenses
reasonably  incurred by them in connection with any action, suit or proceeding
to  which  they  or  any of them may be party by reason of any action taken or
failure  to  act under or in connection with the Plan or any Restricted Stock,
and  against  all  amounts  paid  by them in settlement thereof (provided such
settlement  is  approved by independent legal counsel selected by the Company)
or  paid  by  them  in  satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith; provided that
upon  the  institution  of  any such action, suit or proceeding a Board member
shall,  in writing, give the Company notice thereof and an opportunity, at its
own expense, to handle and defend the same before such Board member undertakes
to  handle  and  defend  it  on  her  or  his  own  behalf.

     (e)       Gender.  For purposes of this Plan, words used in the masculine
gender  shall  include the feminine and neuter, and the singular shall include
the  plural  and  vice  versa,  as  appropriate.

     (f)          No Employment Agreement.  The Plan shall not confer upon any
Grantee any right with respect to continuation of employment with the Company,
nor  shall  it  interfere  in any way with his right or the Company's right to
terminate  his  employment  at  any  time.