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                                                                   Exhibit 10:11


                                  SIMULA, INC.

                             1992 STOCK OPTION PLAN

                    (as amended effective September 15, 1998)


      1. Purposes of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of responsibility
within the Company, to provide additional incentive to Employees of the Company,
and to promote the success of the Company's business through the grant of
options to purchase shares of the Company's Common Stock. 

     Options granted hereunder may be either Incentive Stock or Non-Statutory
Stock Options, at the discretion of the Committee. The type of options granted
shall be reflected in the terms of written Stock Option Agreements.

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

            (a) "Board" shall mean the Board of Directors of the Company.

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

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

            (d) "Company" shall mean SIMULA, INC., an Arizona corporation, and
       shall include any parent or subsidiary corporation of the Company as
       defined in Sections 424(e) and (f), respectively, of the Code.

            (e) "Committee" shall mean the Compensation Committee appointed by
       the Board in accordance with paragraph (a) of Section 4 below to
       administer the Plan.

            (f) "Employee" shall mean any person, including salaried officers
       and directors, employed by the Company. The payment of a director's fee
       by the Company shall not be sufficient to constitute "employment" by the
       Company.

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

            (h) "Fair Market Value" shall mean, with respect to the date a given
       Option is granted or exercised, the closing price of Common Stock as
       listed on any public securities exchange, or, in the event the Common
       Stock is not listed on any public securities exchange, such value as
       determined by the Committee consistent with applicable rules under
       Section 422 of the Code.

            (i) "Incentive Stock Option" shall mean an Option which is intended
       to qualify as an incentive stock option within the meaning of Section 422
       of the Code.


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            (j) "Option" shall mean a stock option granted under the Plan.


            (k) "Optioned Stock" shall mean the Common Stock subject to an
       Option.


            (l) "Optionee" shall mean an Employee of the Company who has been
       granted one or more Options.


            (m) "Non-Statutory Stock Option" shall mean an Option which is not
       an Incentive Stock Option.


            (n) "Parent" shall mean a "parent corporation," whether now or
       hereafter existing, as defined in Section 424(e) of the Code.


            (o) "Plan" shall mean this 1992 Stock Option Plan, as amended.


            (p) "Reload Option" shall mean an Option granted pursuant to Section
       9(e) hereof.


            (q) "Share" shall mean a share of the Common Stock, as adjusted in
       accordance with Section 11 of the Plan.


            (r) "Stock Option Agreement" shall mean the written agreement
       between the Company and the Optionee relating to the grant of an Option.


            (s) "Subsidiary" shall mean a "subsidiary corporation," whether now
       or hereafter existing, as defined in Section 424(f) of the Code.


            (t) "Tax Date" shall mean the date an Optionee is required to pay
       the Company an amount with respect to tax withholding obligations in
       connection with the exercise of an option.


      3. Common Stock Subject to the Plan. Subject to the provisions of Section
11 of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is three hundred sixty thousand (360,000) Shares, as
adjusted from time to time pursuant to the terms of the Plan and applicable law.
The Shares may be authorized, but unissued, or previously issued Shares acquired
by the Company and held in treasury.



      If an Option should expire or become unexercisable for any reason without
having been exercised in full, or if an exercise pursuant to Section 8(b)(iv)
results in the issuance of a reduced number of Shares in satisfaction of an
Option exercise, the Shares not issued to the Optionee covered by such Option
shall, unless the Plan shall have been terminated, be available for future
grants of Options.


      Subject to the provisions of Section 11 of the Plan, no Employee shall be
granted within any fiscal year of the Company Options which in the aggregate
cover more than five hundred thousand (500,000) Shares (the "Section 162(m)
Grant Limit").



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      4. Administration of the Plan.


            (a)   Procedure.


                  i) The Plan shall be administered by a Committee of the Board
            consisting solely of two or more outside directors (the
            "Committee"). No member of the Committee shall, during service as an
            administrator, be granted or awarded options, rights, or equity
            securities under the Plan or under any other plan of the Company or
            its affiliates except as permitted under Section 8(d) of the Plan or
            Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of 1934,
            as amended (the "Exchange Act"). A quorum of such Committee shall
            consist of a majority of the members of such Committee, or as may be
            otherwise provided in the Company's bylaws. The Plan shall be
            administered by the Committee in accordance with Rule 16b-3.


                  ii) 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's
            membership would cause the Committee not to satisfy the
            "disinterested administration" requirements of Rule 16b-3.


            (b) Powers of the Committee. Subject to the provisions of the Plan,
      the Committee shall have the authority, in its discretion: (i) to grant
      Incentive Stock Options and Non-Statutory Stock Options in their
      discretion, or pursuant to one or more formulae; (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
      exercise price per Share of Options to be granted, which exercise price
      shall be determined in accordance with Section 8(a) of the Plan; (iv) to
      determine the Employees and others to whom, and the time or times at
      which, Options shall be granted and the number of Shares to be represented
      by each Option; (v) to interpret the Plan; (vi) to amend the Plan to the
      extent that such amendment does not require the approval of Shareholders
      and to prescribe, amend and rescind rules and regulations relating to the
      Plan, including modifications to conform the Plan to the requirements of
      the Code and state and federal securities laws, as the same may be amended
      from time to time; (vii) to determine the terms and provisions of each
      Option granted (which need not be identical), including pursuant to
      Section 8(d) and, with the consent of the Optionee thereof, modify or
      amend each Option; (viii) to accelerate or defer (with the consent of the
      Optionee) the exercise date of any Option; (ix) to authorize any person to
      execute on behalf of the Company any instrument required to effectuate the
      grant of an Option previously granted by the Committee; (x) to accept or
      reject the election made by an Optionee pursuant to Section 17 of the
      Plan; and (xi) to make all other determinations deemed necessary or
      advisable for the administration of the Plan.


 



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


      5. Eligibility.


           (a) Consistent with the Plan's purposes, Options may be granted only
      to persons as determined by the Committee or executive officers of the
      Company on behalf of the Committee. An individual who has been granted an
      Option may, if he is otherwise eligible, be granted additional Options.
      Incentive Stock Options may be granted only to those Employees who meet
      the requirements applicable under Section 422 of the Code.

           (b) Incentive Stock Options and Non-Statutory Stock Options
      granted to Employees of the Company under the Plan, unless specifically
      provided otherwise in the Stock Option Agreement, will be subject to
      forfeiture until such time as the Optionee has been continuously employed
      by the Company for one year after the date of the grant of the Options,
      and may not be exercised prior to such time. Reload Options will be
      subject to forfeiture until such time as the Optionee has been
      continuously employed by the Company for six (6) months after the date of
      the grant of the Reload Options, or such greater period specified in the
      Stock Option Agreement, and may not be exercised prior to such time. At
      such time as the Optionee has been continuously employed or engaged by the
      Company for the applicable period, the foregoing restrictions shall lapse
      and the Optionee may exercise the Options at any time otherwise consistent
      with the Plan and the Stock Option Agreement. Notwithstanding the
      foregoing, Employees of the Company who become disabled, as described in
      Section 9(c), or who die while employed by the Company or within three (3)
      months thereof, may exercise immediately upon such disability or death
      themselves or through their estates or heirs.

           (c) To the extent that the aggregate Fair Market Value of
      Shares with respect to which Incentive Stock Options granted under the
      Plan and all other plans of the Company and the Parents and Subsidiaries
      of the Company are exercisable for the first time by an Optionee during
      any calendar year exceeds one hundred thousand dollars ($100,000), such
      Options shall be treated for federal income tax purposes as Non-Statutory
      Stock Options.

      6. Shareholder Approval and Effective Date. This Plan was adopted
and became effective on February 26,1992 and grants may be made hereunder as of
the adoption of the Plan. No Option may be granted under the Plan after February
26, 2002 (ten (10) years from the adoption of the Plan); provided, however that
the Plan and all outstanding Options shall remain in effect until such Options
have expired or until such Options are canceled. 

      7. Term of Option. Unless otherwise provided in the Stock Option
Agreement, the term of each Option shall be ten (10) years from the date of
grant thereof. In no case shall the term of any Option exceed ten (10) years
from the date of grant thereof. Notwithstanding the above, in the case of an
Incentive Stock Option granted to an Employee who, at the time the Incentive
Stock Option is granted, owns ten percent (10%) or more of the Common Stock as
such amount is calculated under Section 422(b)(6) of the Code ("Ten Percent
Shareholder"), the term 



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of the Incentive Stock Option shall be five (5) years from the date of grant
thereof or such shorter time as may be provided in the Stock Option Agreement.

      8. Terms and Conditions.

            (a) Exercise Price. The per Share exercise price for the Shares to
       be issued pursuant to exercise of an Option shall be determined by the
       Committee, but in the case of an Incentive Stock Option shall be no less
       than one hundred percent (100%) of the Fair Market Value per share on the
       date of grant, and in the case of a Non-Statutory Stock Option shall be
       no less than eighty-five percent (85%) of the Fair Market Value per share
       on the date of grant. Notwithstanding the foregoing, in the case of an
       Incentive Stock Option granted to an Employee who, at the time of the
       grant of such Incentive Stock Option, is a Ten Percent Shareholder, the
       per Share exercise price shall be no less than one hundred ten percent
       (110%) of the Fair Market Value per Share on the date of grant.

            (b) Payment. The price of an exercised Option and the Employee's
       portion of any taxes attributable to the delivery of Common Stock under
       the Plan, or portion thereof, shall be paid:

                i) In United States dollars in cash or by check, bank draft or
           money order payable to the order of the Company; or

               ii) At the discretion of the Committee, through the delivery of
           shares of Common Stock with an aggregate Fair Market Value equal to
           the option price and withholding taxes, if any; provided, however,
           that such shares tendered shall have been held by the Optionee a
           minimum of six (6) months; or

              iii) In accordance with applicable Company procedures regarding
           customary "broker" or "cashless" exercises, by directing a third
           party to sell Shares acquired upon exercise of the Option and to
           remit to the Company a sufficient portion of the sale proceeds to pay
           the entire exercise price; or

               iv) In accordance with applicable Company procedures, by
           reducing the number of Shares issuable upon such exercise based on
           the Fair Market Value on the date preceding the date of exercise; or


                v) At the election of the Optionee pursuant to Section 17 and
            with the consent of the Committee pursuant to Section 4(b)(x), by
            the Company's retention of such number of shares of Common Stock
            subject to the exercised Option which have an aggregate Fair Market
            Value on the exercise date equal to the Employee's portion of the
            Company's aggregate federal, state, local and foreign tax
            withholding and FICA and FUTA obligations with respect to income
            generated by the exercise of the Option by Optionee;


               vi) At the election of the Optionee and with the consent of
            the Committee, by the Company's retention of such number of shares
            of Common Stock subject to the exercised Option which have an
            aggregate Fair Market Value 




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            on the exercise date equal to the Optionee's expected aggregate
            federal, state, local and foreign tax liability, as determined by
            the Optionee and approved by the Committee, with respect to income
            generated by the exercise of the Option by the Optionee;


                vii) By a combination of (i), (ii), (iii), (iv), (v) and (vi)
           above; or


               viii) In the manner provided in subsection (c) below.


            The Committee shall determine acceptable methods for tendering
      Common Stock as payment upon exercise of an Option and may impose such
      limitations and prohibitions on the use of Common Stock to exercise an
      Option as it deems appropriate.


            (c) Financial Assistance to Optionees. The Committee may assist
      Optionees in paying the exercise price of Options granted under this Plan
      in the following manner:


                  i) The extension of a loan to the Optionee by the Company; or


                 ii) Payment by the Optionee of the exercise price in
           installments; or


                iii) A guaranty by the Company of a loan obtained by the
           Optionee from a third party.


            The terms of any loans, installment payments or guarantees,
      including the interest rate and terms of repayment, and collateral
      requirements, if any, shall be determined by the Committee, in its sole
      discretion. Subject to applicable margin requirements, any loans,
      installment payments or guarantees authorized by the Committee pursuant to
      the Plan may be granted without security, but the maximum credit available
      shall not exceed the exercise price for the Shares for which the Option is
      to be exercised, plus any federal and state income tax liability incurred
      in connection with the exercise of the Option.


      9.    Exercise of Option.


            (a) Procedure for Exercise; Rights as a Shareholder. Any Option
      granted hereunder shall be exercisable at such times and under such
      conditions as determined by the Committee, including performance criteria
      with respect to the Company and/or the Optionee, and as shall be
      permissible under the terms of the Plan. Unless otherwise determined by
      the Committee at the time of grant, an Option may be exercised in whole or
      in part. An Option may not be exercised for a fraction of a Share.


            An Option shall be deemed to be exercised when written notice of
      such exercise has been given to the Company in accordance with the terms
      of the Option by the person entitled to exercise the Option and full
      payment for the Shares with respect to which the Option is exercised has
      been received by the company. Full payment may, as authorized by the
      Committee, consist of any consideration and method of payment allowable
      under Section 8(b) of the Plan. Until the issuance (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company) of the 



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      stock certificate evidencing such Shares, no right to vote or receive
      dividends or any other rights as a stockholder shall exist with respect to
      the Optioned Stock, notwithstanding the exercise of the Option. No
      adjustment will be made for a dividend or other right for which the record
      date is prior to the date the stock certificate is issued, except as
      provided in Section 11 of the Plan.


            Except with respect to Shares not issued to an Optionee pursuant to
      Section 8(b)(iv), the exercise of an Option in any manner shall result in
      a decrease in the number of Shares which thereafter may be available, both
      for purposes of the Plan and for sale under the Option, by the number of
      Shares to which the Option is exercised.


            (b) Termination of Status as an Employee. If an Employee's
      employment by the Company is terminated for cause, then any Option held by
      the Employee shall be immediately canceled upon termination of employment
      and the Employee shall have no further rights with respect to such Option.
      Unless otherwise provided in the Stock Option Agreement (which may reduce
      but not increase the time period described below), if an Employee's
      employment by the Company is terminated for reasons other than cause, and
      does not occur due to death or disability, then the Employee may, with the
      consent of the Board, but only within ten (10) days after the date he
      ceases to be an Employee of the Company, exercise his Option to the extent
      that he was entitled to exercise it at the date of such termination. To
      the extent that he was not entitled to exercise it at the date of such
      termination, or if he does not exercise such Option (which he was entitled
      to exercise) within the time specified herein, the Option shall terminate.


            (c) Disability. Unless otherwise provided in the Stock Option
      Agreement (which may reduce but not increase the time period described
      below), notwithstanding the provisions of Section 9(b) above, in the event
      an Employee is unable to continue his employment with the Company as a
      result of his permanent and total disability (as defined in Section
      22(e)(3) of the Code), he may, but only within twelve (12) months from the
      date of termination, exercise his Option to the extent he was entitled to
      exercise it at the date of such termination. To the extent that he was not
      entitled to exercise the Option at the date of termination, or if he does
      not exercise such Option (which he was entitled to exercise) within the
      time specified herein, the Option shall terminate.


            (d) Death. Unless otherwise provided in the Stock Option Agreement
      (which may reduce but not increase the time period described below), if an
      Employee dies during the term of the Option and is at the time of his
      death an Employee of the Company who shall have been in continuous status
      as an Employee since the date of grant of the Option, the Option may be
      exercised at any time within twelve (12) months following the date of
      death (or such other period of time as is determined by the Board) by the
      Employee's estate or by a person who acquired the right to exercise the
      Option by bequest or inheritance, but only to the extent that an Employee
      was entitled to exercise the Option on the date of death. To the extent
      the Employee was not entitled to exercise the Option on the date of death,
      or if the Employee's estate, or person who acquired the right to exercise
      the Option by bequest or inheritance, does not exercise such Option (which
      he was entitled to exercise) within the time specified herein, the Option
      shall terminate.




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            (e) Reload Options. Pursuant to applicable Company procedures, if an
      Employee exercises an Option and pays all or a portion of the exercise
      price pursuant to Section 8(b)(ii), (iii) or (iv), such Employee (either
      pursuant to the terms of a Stock Option Agreement or pursuant to the
      exercise of Committee discretion) may be granted a new Option to purchase
      additional Shares equal to the number of Shares retained by the Company or
      Shares not issued to the Optionee pursuant to Section 8(b)(iii) in such
      payment. Such new Option: (i) shall have an exercise price equal to the
      Fair Market Value per Share on the date it is granted; (ii) shall first be
      exercisable six (6) months from its date of grant; and (iii) shall
      terminate on the same date as the termination date of the Options so
      exercised.



      10. Non-Transferability of Options. Unless otherwise specifically provided
in a Stock Option Agreement, an Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution, and may be exercised, during the lifetime
of the Optionee, only by the Optionee.



      11. Adjustments upon Changes in Capitalization or Merger. Subject to any
required action by the stockholders of the Company, the number of Shares covered
by each outstanding Option, the Section 162(m) Grant Limit, and the number of
Shares which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per Share covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued Shares 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 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 Committee, 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
subject to an Option.


      In the event of the proposed dissolution or liquidation of the Company,
the Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Committee. The Committee may, in the
exercise of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Committee and give each Optionee the right
to exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable.


      In the event of a proposed sale of all or substantially all of the assets
of the Company, or the merger of the Company with or into another corporation,
the Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Committee determines, in the exercise of its sole discretion and in
lieu of such assumption or substitution, that the Optionee shall have the right
to exercise the option as to all of the Optioned Stock, including Shares as to
which the Option would not otherwise be exercisable.




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      If the Committee makes an Option fully exercisable in lieu of assumption
or substitution in the event of a merger of sale of assets, the Committee shall
notify the Optionee that the Option shall be fully exercisable for a period of
sixty (60) days from the date of such notice (but not later than the expiration
of the term of the Option under the Option Agreement), and the Option will
terminate upon the expiration of such period.


      12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Committee (or the executive office
administrator) makes the determination granting such Option. Notice of the
determination shall be given to each Employee to whom an Option is so granted
within a reasonable time after the date of such grant.


      13. Amendment and Termination of the Plan.


            (a) Amendment and Termination. The Committee may amend or terminate
      the Plan from time to time in such respects as the Committee may deem
      advisable; provided, however, that without further shareholder approval,
      the Committee's authority hereunder shall be subject to such restrictions
      as may be required to comply with Section 16(b) of the Exchange Act and
      Section 162(m) of the Code; provided further 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
            11 of the Plan; or


                  ii) Any material change in the designation of the Employees
            eligible to be granted Options.


            (b) Effect of Amendment or Termination. Any such amendment or
      termination of the Plan shall confer the terms and benefits of the
      amendment on Options already granted; provided that any termination or
      amendment adverse to holders of previously granted Options under the Plan
      shall not affect such previously granted Options, and such Options shall
      remain in full force and effect as if this Plan had not been amended or
      terminated; provided further that (i) any amendment constituting a
      "modification, extension or renewal" under Section 424(h) of the Code and
      the regulations promulgated thereunder shall not apply to Incentive Stock
      Options previously granted that have an exercise price less than the Fair
      Market Value of the Common Stock of the Company on the date of such
      amendment, (ii) any amendment entailing a new measurement date for
      financial accounting purposes shall not apply to Options previously
      granted that have an exercise price less than the Fair Market Value of the
      Common Stock of the Company on the date of such amendment, and (iii) such
      Options shall continue to be governed by the Plan as in effect prior to
      such amendment.


      14. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and 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 



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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 exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased 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.

      In the case of an Incentive Stock Option, any Optionee who disposes of
Shares of Common Stock acquired upon the exercise of an Option by sale or
exchange (a) either within two (2) years after the date of the grant of the
Option under which the Common Stock was acquired or (b) within one (1) year
after the acquisition of such Shares of Common Stock shall notify the Company of
such disposition and of the amount realized upon such disposition.

      15. 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.

      16. Option Agreement. Options shall be evidenced by Stock Option
Agreements in such form as the Committee shall approve.

      17. Withholding Taxes. The Committee, or Company executives on behalf of
the Committee, may, in its discretion, condition an Optionee's exercise of an
Option on the Optionee's payment to the Company of the Company's federal, state,
local and foreign tax withholding obligations and FICA and FUTA obligations with
respect to the exercise of such Option by the Optionee (the "Company's
Withholding Obligations"). Subject to Section 4(b)(x) of the Plan and prior to
the Tax Date, the Optionee may make an irrevocable election to have the Company
withhold from those Shares that would otherwise be received upon the exercise of
any Option, a number of Shares having a Fair Market Value equal to the minimum
amount necessary to satisfy the Company's Withholding Obligations.

      An Optionee 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 Option
      (except in the event of death or disability); and 

            (b) either:

                        i) six months prior to the Tax Date, or 



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                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.

            18.   Miscellaneous Provisions.

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

            (b) Use of Exercise Proceeds. The payment received from Optionees
      from the exercise of Options shall be used for the general corporate
      purposes of the Company.

            (c) 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.

            (d) 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 Employee
      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.

            (e) Indemnification. In addition to such other rights of
      indemnification as they may have as members of the Board, the members of
      the Committee 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
      Option, 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, suite 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 Committee member shall, in writing, give the
      Company notice thereof and an opportunity, at its own expense, to handle
      and defend the same before such Committee member undertakes to handle and
      defend it on her or his own behalf.

            (f) 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.

            (g) No Employment Agreement. The Plan shall not confer upon any
      Optionee any right with respect to continuation of employment with the
      Company, nor 



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      shall it interfere in any way with his right or the Company's
      right to terminate his employment at any time.






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