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                                                                   EXHIBIT 10.28

                                 PROMISSORY NOTE



$1,000,000                                                     August 14, 1996


         For value received, the undersigned, Simula, Inc., an Arizona
corporation ("Maker") promises to pay to the order of Stanley P. Desjardins
("Lender"), at the office of Maker in Phoenix, Arizona, the sum of One Million
Dollars ($1,000,000).

         This Note is due and payable in full together with any interest thereon
on November 12, 1996 ("Maturity Date").

         1. LOAN FEE. Maker shall pay to Lender the sum of $10,000 as a Loan
Fee. This sum shall be retained by Lender at funding and the balance of $990,000
deposited with Maker.

         2. INTEREST. This Note shall bear, and Maker shall be required to pay,
interest ("Interest") at a per annum rate of ten percent (10%). Interest shall
be paid on the first day of each month commencing the first day of the next
month following the date of funding.

         3. DEFAULT. The following provisions shall apply upon failure of the
Maker to perform its obligations under this Note.

                  (a) Event of Default. Any of the following events shall
constitute an "Event of Default" hereunder:

                           (i) Nonpayment of interest upon notice of failure to
         pay within ten (10) days of notice from Lender; or

                           (ii) Failure to pay the full principal amount due on
         the Maturity Date.

                  (b) Acceleration. Upon any Event of Default (in addition to
any other rights or remedies provided for under this Note), at the option of the
Lender, all sums evidenced hereby, including all principal, Interest, fees and
all other amounts due hereunder shall become immediately due and payable.

                  (c) No Waiver. Failure of the Lender to exercise any option
hereunder shall not constitute a waiver of the right to exercise the same in the
event of any subsequent default, or in the event of continuance of any existing
default after demand or performance thereof.

                  (d) Default Penalty. A Default Penalty will accrue at the rate
of $1,000 per month or portion thereof upon the occurrence of any Event of
Default and during any month or portion thereof that an Event of Default is
continuing.

         4. SUBORDINATED INDEBTEDNESS. This Note shall be deemed to be
subordinated indebtedness of the Maker with respect to:

                           (i) All Senior Indebtedness of Maker. Senior
         Indebtedness shall mean any Indebtedness of the Company (whether
         outstanding on the date hereof or hereafter incurred), unless such
         Indebtedness is pari passu with or contractually subordinate or junior
         in right of payment to the Notes, except Indebtedness to any Affiliate
         of the Company which shall be junior and subordinate to the Notes, and
         except Indebtedness evidenced by any series of Notes authorized to be
         issued hereunder in addition to and on parity with the Initial Notes.;
         and

                           (ii) All Senior Subordinated Notes of the Company
         issued under that certain Indenture dated December 17, 1993, as it may
         be supplemented from time to time to create new series of Senior
         Subordinated Notes..


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         5. BINDING EFFECT. This Note shall be binding upon the parties hereto
and their respective heirs, executors, administrators, representatives,
successors and permitted assigns.

         6. MISCELLANEOUS. Except as otherwise provided herein, the Maker waives
demand, diligence, presentment for payment and protest, notice of extension,
dishonor, maturity and protest.

         This Note shall be governed by and construed and enforced in accordance
with the laws of the State of Arizona.


                                  SIMULA, INC.



                                       By  /s/  SEAN K. NOLEN
                                         -----------------------------
                                       Its  C.F.O.
                                         -----------------------------


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