<SEQUENCE>4

<FILENAME>0004.txt

<DESCRIPTION>CORPORATE GOVERNANCE AGREEMENT

<TEXT>





                         CORPORATE GOVERNANCE AGREEMENT



         By this Corporate Governance Agreement, entered into as of this 30th

day of September, 2000 ("Agreement"), the parties identified below state,

confirm, represent, warrant and agree as follows:



1.   RECITALS



     1.1. SIMULA. Simula, Inc. ("Simula" or the "Company") is a corporation

          organized and existing under and by virtue of the laws of the State of

          Arizona, with its principal place of business in Phoenix, Arizona.



     1.2. DESJARDINS. Stanley P. Desjardins ("Desjardins") is, and was at all

          times material hereto, a resident of Maricopa County, Arizona.

          Desjardins is the founder of Simula and currently serves as its

          Chairman of the Board and owns approximately 28% of the outstanding

          Common Stock of the Company.



     1.3. PURPOSE OF THIS AGREEMENT. Simula and Desjardins desire to enter into

          this Agreement to resolve certain issues that have arisen with respect

          to Desjardins' relationship with the Company in order to provide

          certainty to the Company, its employees, customers and shareholders

          regarding the manner in which the business and corporate governance of

          Simula will be conducted for the benefit of Simula and its

          shareholders.



     1.4. RECITALS PART OF AGREEMENT. The matters set forth in Article 1 of this

          Agreement are and shall be deemed to be material and operative

          provisions of this Agreement and not mere recitals.



2.   TERMS OF AGREEMENT



     2.1. CHANGES IN THE MANAGEMENT OF SIMULA. Effective immediately, Simula,

          acting through its Board of Directors, shall act to replace Donald

          Townsend as the Company's President and Chief Executive Officer with

          Bradley Forst, who shall serve in that capacity pursuant to a written

          employment agreement to be approved by the Board of Directors. The

          Board shall work with the Company's new President and Chief Executive

          Officer to effect additional management changes as soon as practicable

          and to obtain any necessary approvals for such changes from the

          Company's lenders. Without repudiating any existing agreement with the

          Company's management, the Company shall review and seek to renegotiate

          such agreements to modify the change in control and severance

          provisions contained in such agreements in a manner acceptable to the

          Board of Directors.



     2.2. PUBLIC COMMUNICATIONS. Within 10 days of the execution hereof, the

          Company and Desjardins will issue the press release attached hereto as

          EXHIBIT A and incorporated herein. During the Standstill Period,

          Desjardins agrees to publicly communicate his support for the Company

          and the decisions and actions undertaken by the Company at the

          direction of its management or its Board of Directors and to refrain

          from any actions or communications that would reasonably be regarded

          as expressing a lack of support therefor, unless advised in writing by

          legal counsel that he would more likely than not violate his fiduciary

          duty to the Company by doing so.





<PAGE>



     2.3. ACTIVITIES AS CHAIRMAN. In his capacity as Chairman of the Board of

          Directors, Desjardins shall undertake only those duties expressly set

          forth in the Company's Bylaws or expressly required by law. Desjardins

          acknowledges that the Chairman of the Board is not an officer position

          and does not carry with it any day-to-day operational duties,

          responsibilities or authority. Nothing in this Agreement shall be

          deemed to modify the Consulting Agreement between Simula and

          Desjardins, in the form attached hereto as EXHIBIT B and incorporated

          herein by reference. In his capacity as a Consultant, Desjardins shall

          undertake only those duties and activities authorized by the

          Consulting Agreement.



     2.4. AVAILABILITY OF EQUITABLE RELIEF. The Company and Desjardins mutually

          acknowledge and agree that the obligations undertaken by each of them

          under this Agreement are special, unique and of an extraordinary

          character, and that Simula and it shareholders, officers and directors

          on the one hand, and Desjardins on the other hand, could not be

          adequately compensated by money damages for a breach of any of the

          provisions of this Agreement by the other party. In the event that any

          provision of this Agreement is breached by either party hereto, the

          non-breaching party shall be entitled to obtain (i) an injunction

          restraining such breach or threatened breach; and (ii) specific

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC