As filed with the Securities and Exchange Commission on September 10, 1997
                                                     Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         ------------------------------

                                    DCX, INC.
             (Exact name of registrant as specified in its charter)
                         ------------------------------

                COLORADO                                84-0868815
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

                           3002 NORTH STATE HIGHWAY 83
                         FRANKTOWN, COLORADO 80016-0659
                                 (303) 688-6070
                    (Address of principal executive offices)

   STOCK ISSUANCE AGREEMENTS WITH VARIOUS OFFICERS, DIRECTORS AND CONSULTANTS
                           (Full titles of the plans)
                         ------------------------------

            G. STEPHEN CARREKER
   PRESIDENT AND CHIEF EXECUTIVE OFFICER             With copies to:
                 DCX, INC.                         LESTER R. WOODWARD
        3002 NORTH STATE HIGHWAY 83              DAVIS, GRAHAM & STUBBS
      FRANKTOWN, COLORADO 80016-0659           370 17TH STREET, SUITE 4700
              (303) 688-6070                     DENVER, COLORADO 80202
                                                      (303) 892-9400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                         ------------------------------


                                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                        Proposed maximum         Proposed
                                      Amount to be       offering price      maximum aggregate        Amount of
Title of securities to be registered   registered          per unit(1)       offering price(1)    registration fee


<S>                                      <C>                 <C>                <C>                    <C>    
Common Stock, no par value               838,650             $1.1917            $999,478.10            $302.87
per share                                shares
</TABLE>


(1)  Calculated  solely for purposes of determining the registration fee payable
     pursuant  to Rule  457(h),  and is  based  upon the sum of the  product  of
     options for 838,650 shares times their respective exercise prices.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Commission are hereby
incorporated in this Registration Statement by reference:

     (a)  Annual Report on Form 10-KSB for the year ended September 30, 1996;

     (b)  Current Report on Form 8-K, dated November 12, 1996;

     (c)  Current Report on Form 8-K, dated December 11, 1996;

     (d)  Quarterly  Report on Form 10-QSB for the quarter  ended  December  31,
          1996;

     (e)  Current Report on Form 8-K, dated January 15, 1997;

     (f)  Current Report on Form 8-K, dated March 28, 1997;

     (g)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997;

     (h)  Current Report on Form 8-K, dated April 21, 1997;

     (i)  Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997

     (j)  Current Report on Form 8-K, dated July 31, 1997;

     (k)  Current Report on Form 8-K, dated August 13, 1997; and

     (l)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration  Statement  on Form 8-A,  filed  March 3, 1986
          (File No. 0-14273).

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
Post-Effective  Amendment to this  Registration  Statement  indicating  that all
securities  offered  under  the  Registration   Statement  have  been  sold,  or
deregistering  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing such documents.

4.   DESCRIPTION OF SECURITIES.

     Not applicable.



                                      II-1

<PAGE>



5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article VII of the  Articles of  Incorporation  of the Company  provides as
follows:

                  "The Corporation shall indemnify any and all of its directors,
         officers, employees,  authorized agents or former directors or officers
         or any person  who may have  served at its  request  as a  director  or
         officer of another corporation in which it owns shares of capital stock
         or of which it is a creditor, against expenses actually and necessarily
         incurred  by  them  to the  fullest  extent  permitted  under  Colorado
         Corporate Code, in connection  with the defense of any action,  suit or
         proceeding in which they or any of them, are made parties,  or a party,
         by  reason  of  being or  having  been  directors  or  officers  of the
         Corporation,  or of such  other  corporation,  except  in  relation  to
         matters to which any such  director  or officer or former  director  or
         person  shall be  adjudged in such  action,  suit or  proceeding  to be
         liable for gross negligence or willful misconduct in the performance of
         duty. Such  indemnification  shall not be deemed exclusive of any other
         rights to which those  indemnified  may be  entitled,  under any By-Law
         agreement, vote of shareholders or otherwise.

                  In addition no officer, director, employee or authorized agent
         shall be personally liable for any injury to person or property arising
         out of a tort committed by an employee  unless such officer or director
         was personally  involved in the situation giving rise to the litigation
         or unless such officer or director  committed a criminal  offense.  The
         protection   afforded  hereby  shall  not  restrict  other  common  law
         protection  and  rights  that an  officer or  director  may have.  This
         Article  shall not  restrict  the  Corporation's  right to eliminate or
         limit the personal liability of a director to the Corporation or to its
         shareholders  for monetary  damages for breach of  fiduciary  duty as a
         director,  and the personal  liability of directors to the  Corporation
         and to us  shareholders  for monetary  damages  shall be  eliminated or
         limited, to the full extent permitted by the Colorado Corporation Code,
         except for monetary  damages for any breach of the  director's  duty of
         loyalty to the  Corporation or to its  shareholders,  acts or omissions
         not in good faith or which involve intentional  misconduct or a knowing
         violation of law,  acts  specified  in Section  7-5-114 of the Colorado
         Corporation Code, or any transaction from which the director derived an
         improper personal benefit. Nor shall the liability of a director of the
         Corporation  be  eliminated  or  limited to the  Corporation  or to its
         shareholders  for  monetary  damages for any act or omission  occurring
         prior to the effective date of this Article."

         Article VI of the Bylaws of the Company provides as follows:

                  "Each  Director  and  Officer  of this  Corporation,  and each
         person  who shall  serve at its  request  as a  Director  or Officer of
         another  corporation in which this  Corporation  owns shares of capital
         stock or of which it is a creditor,  whether or not then in office, and
         his personal  representatives,  shall be indemnified by the Corporation
         against all costs


                                      II-2

<PAGE>



         and expenses  actually and  necessarily  incurred by him in  connection
         with the defense of any action,  suit or  proceeding in which he may be
         involved  or to which he may be made a party by  reason of his being or
         having been such Director or Officer,  except in relation to matters as
         to  which  he  shall  be  finally  adjudged  in  such  action,  suit or
         proceeding to be liable for negligence of misconduct in the performance
         of duty. Such costs and expenses shall include amounts  reasonably paid
         in settlement  for the purpose of curtailing  the costs of  litigation,
         but only if the  Corporation  is advised in writing by its counsel that
         in his opinion the person indemnified did not commit such negligence or
         misconduct.  The  foregoing  right  of  indemnification  shall  not  be
         exclusive  of other  rights to which he may be  entitled as a matter of
         law or by agreement."

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  Directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

     4.1  Form of Option Agreement, dated July 31, 1997, between the Company and
          the Pension Fund of Steven R. Perles.

     4.2  Form of Option Agreement, dated July 31, 1997, between the Company and
          RDD Enterprises, Inc.

     4.3  Form of Option  Agreement,  dated March 28, 1997,  between the Company
          and G. Stephen Carreker.

     4.4  Form of Option  Agreement,  dated March 28, 1997,  between the Company
          and Frederick G. Beisser.

     4.5  Form of Option  Agreement,  dated March 28, 1997,  between the Company
          and D. Scott McReynolds.



                                      II-3

<PAGE>




     4.6  Option Agreement, dated April 11, 1997, between the Company and Jeanne
          M. Anderson.

     4.7  Form of Option Agreement, dated July 31, 1997, between the Company and
          Hamilton & Faatz, P.C.

     5.1  Opinion and Consent of Davis, Graham & Stubbs LLP.

     23.1 Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1.

     23.2 Consent of BDO Seidman LLP.

     24.1 Power of Attorney. See page II-6.

9.   UNDERTAKINGS

     A. The undersigned  Registrant hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration  Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any material change to such  information in the Registration  Statement;  (2)
that, for the purpose of determining  any liability  under the Securities Act of
1933,  each  such  post-effective   amendment  shall  be  deemed  to  be  a  new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and (3) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the


                                      II-4

<PAGE>



question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.


                                      II-5

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Franktown,  State of  Colorado,  on the 5th day of
September, 1997.

                                          DCX, INC.

                                          By: Fred Beisser
                                             ----------------------------------
                                             Frederick G. Beisser
                                             Chief Financial Officer, Secretary
                                             and Treasurer

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints G. Stephen  Carreker and  Frederick G.
Beisser and each or any of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her in his
or her name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact  and agents,  or any of them,  or their or his  substitutes  or
substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
                SIGNATURE                  TITLE                                          DATE

<S>                                        <S>                                            <C> 
Stephen Carreker                           President, Chief Executive Officer             September 5, 1997
- -----------------------------------------  and a Director
Stephen Carreker                           

Fred Beisser                               Chief Financial Officer, Secretary             September 5, 1997
- -----------------------------------------  and Treasurer and a Director
Frederick G. Beisser                       (Principal Financial and
                                           Accounting Officer)

Jeanne M. Andersen                         Chairman of the Board                          September 5, 1997
- -----------------------------------------
Jeanne M. Andersen


D. S. McReynolds                           Vice President and General                     September 5, 1997
- -----------------------------------------  Manager and a Director
D. Scott McReynolds                        
</TABLE>


                                      II-6

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                                   Sequential
  NO.             DESCRIPTION                                                             PAGE NO.
- ----------------------------------------------------------------------------------------------------------------
<S>               <S>                                                                     <C>
   4.1            Form of Option Agreement, dated July 31, 1997, between the Company
                  and the Pension Fund of Steven R. Perles.

   4.2            Form of Option Agreement dated July 31, 1997, between the Company
                  and RDD Enterprises, Inc.

   4.3            Form of Option Agreement, dated March 28, 1997, between the Company
                  and G. Stephen Carreker.

   4.4            Form of Option Agreement, dated March 28, 1997, between the Company
                  and Frederick G. Beisser.

  4.5             Form of Option Agreement, dated March 28, 1997, between the Company
                  and D. Scott McReynolds.

   4.6            Option Agreement, dated April 11, 1997, between the Company and
                  Jeanne M. Anderson.

   4.7            Form of Option Agreement, dated July 31, 1997, between the Company
                  and Hamilton & Faatz, P.C.

   5.1            Opinion and Consent of Davis, Graham & Stubbs LLP.

  23.1            Consent of Davis, Graham & Stubbs LLP.  See Exhibit 5.1.

  23.2            Consent of BDO Seidman LLP.

  24.1            Power of Attorney.  See page II-6.
</TABLE>




                                      II-7

<PAGE>


                             STOCK OPTION AGREEMENT

     1. A stock option (the  "Option")  to acquire  32,510  shares  (hereinafter
referred to as "Shares")  of no par value  Common  Stock of DCX,  Inc. is hereby
granted to;

PENSION FUND OF STEVEN R. PERLES, P.C. (hereinafter referred to as the
   (Name of optionee)
 "Optionee"),

         1666 Connecticut Avenue., N.W., Suite 500
         Washington, DC  20009

         --------------------------------
         (Street, city, state and zip code)

subject in all respects to the terms and conditions as are set forth herein.

     2.  Certificates  for the shares of Common Stock  acquired upon exercise of
this Stock Option Agreement (the  "Agreement") will be delivered to the Optionee
by the company at the  Company's  expense  within a  reasonable  time after this
warrant has been so exercised.  Each stock  certificate  so delivered will be in
such  denominations of Common stock as may be requested by the Optionee and will
be registered in the name of the Optionee.

     3. All shares of Common  Stock issued upon  exercise of this warrant  will,
upon issuance, be duly authorized,  validly issue,  fully-paid and nonassessable
and free from all preemptive  rights of any  shareholder  and free of all taxes,
liens and charges  with  respect to the issue  thereof.  The Company will at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common  Stock,  solely  for  the  purpose  of  effecting  the  exercise  of this
Agreement,  such  number of its shares of Common  Stock as from time to time are
sufficient to effect the full exercise of this Agreement.  The Company will take
all such action as may necessary to assure that such securities may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed.

     4. This option is not  intended to  constitute  an  Incentive  Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

     5. The option  exercise  price as  determined by the Board of Directions of
the Company (the "Board") is $1.25 per share.

     6. This Option may not be exercised more than one year after the issue date
indicated below and may be exercised in whole or in part at any time during such
term, in accordance with the terms and conditions set forth herein.

     7. The  Option may be  exercised  by  delivering  to the  Treasurer  of the
Company:



<PAGE>



     a.   A Notice and  Agreement  of Exercise of Option,  substantially  in the
          form attached, specifying the number of Option Shares to be purchased.

     b.   Full  payment  of the  Option  price for the  underlying  shares to be
          purchased  in the form of cash or  invoices  for  services or supplies
          provided to the Company.

     8. This  Option may not be  transferred,  assigned  or  encumbered,  in any
manner,  except  in the  event of death of the  Optionee  by will or the laws of
descent and distribution, or in the event the option is granted to a corporation
to the  principal  shareholder(s)  thereof.  The terms of this  Option  shall be
binding  upon the  Optionee's  executors,  administrators,  heirs,  assigns  and
successors.

     9.  Governing  Law.  This  Agreement  will be  construed  and  enforced  in
accordance  with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.

Issue Date:  July 31, 1997

                                  DCX, Inc.




                                   By:
                                      -----------------------------------------
                                      Frederick G. Beisser
                                      Vice President - Finance & Administration
                                      and Secretary



<PAGE>



                          STOCK OPTION EXERCISE NOTICE

The  undersigned  hereby  notifies DCX, Inc. (the  "Company") of its election to
exercise its option to purchase            shares of Company Common Stock.
                                ----------

Accompanying  this notice is payment in the amount of  $             in payment
                                                        ------------
for this exercise at the option exercise price of $1.25 per share.

The  undersigned  agrees with all the  provisions of the Stock Option  Agreement
dated July 31, 1997.

For: Pension Fund of Steven R. Perles, P.C



By:
   -----------------------------------------
   (Signature of Optionee exercising)



1666 CONNECTICUT AVE., SUITE 500
(address of Optionee)




WASHINGTON, DC  20009
(city, state and zip code)



<PAGE>


                            AGREEMENT OF THE OPTIONEE

The  Optionee  acknowledges  the  receipt  of the Stock  Option  Agreement,  and
represents to DCX, Inc. that he  understands  the terms and conditions set forth
therein.  The Optionee  agrees to accept as binding,  conclusive,  and final all
decisions and interpretations of the Company.


For:  Pension Fund of Steven R. Perles, P.C.

By:
   --------------------------------------------
         (Signature of Optionee)



1666 CONNECTICUT AVE., SUITE 500
(address)



WASHINGTON, DC  20009
(city, state and zip code)



<PAGE>


                             STOCK OPTION AGREEMENT

     1. A stock option (the  "Option") to acquire  100,905  shares  (hereinafter
referred to as "Shares")  of no par value  Common  Stock of DCX,  Inc. is hereby
granted to;

         RDD ENTERPRISES, INC. (hereinafter referred to as the "Optionee"),
           (Name of optionee)

         9003 Airport Freeway, Suite 375
         Fort Worth, TX  76180

         --------------------------------
         (Street, city, state and zip code)

subject in all respects to the terms and conditions as are set forth herein.

     2.  Certificates  for the shares of Common Stock  acquired upon exercise of
this Stock Option Agreement (the  "Agreement") will be delivered to the Optionee
by the company at the  Company's  expense  within a  reasonable  time after this
warrant has been so exercised.  Each stock  certificate  so delivered will be in
such  denominations of Common stock as may be requested by the Optionee and will
be registered in the name of the Optionee.

     3. All shares of Common  Stock issued upon  exercise of this warrant  will,
upon issuance, be duly authorized,  validly issue,  fully-paid and nonassessable
and free from all preemptive  rights of any  shareholder  and free of all taxes,
liens and charges  with  respect to the issue  thereof.  The Company will at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common  Stock,  solely  for  the  purpose  of  effecting  the  exercise  of this
Agreement,  such  number of its shares of Common  Stock as from time to time are
sufficient to effect the full exercise of this Agreement.  The Company will take
all such action as may necessary to assure that such securities may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed.

     4. This option is not  intended to  constitute  an  Incentive  Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

     5. The option  exercise  price as  determined by the Board of Directions of
the Company (the "Board") is $1.54 per share.

     6. This Option may not be exercised more than one year after the issue date
indicated below and may be exercised in whole or in part at any time during such
term, in accordance with the terms and conditions set forth herein.

     7. The  Option may be  exercised  by  delivering  to the  Treasurer  of the
Company:



<PAGE>



     a.   A Notice and  Agreement  of Exercise of Option,  substantially  in the
          form attached, specifying the number of Option Shares to be purchased.

     b.   Full  payment  of the  Option  price for the  underlying  shares to be
          purchased  in the form of cash or  invoices  for  services or supplies
          provided to the Company.

     8. This  Option may not be  transferred,  assigned  or  encumbered,  in any
manner,  except  in the  event of death of the  Optionee  by will or the laws of
descent and distribution, or in the event the option is granted to a corporation
to the  principal  shareholder(s)  thereof.  The terms of this  Option  shall be
binding  upon the  Optionee's  executors,  administrators,  heirs,  assigns  and
successors.

     9.  Governing  Law.  This  Agreement  will be  construed  and  enforced  in
accordance  with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.

Issue Date:  July 31, 1997

                            DCX, Inc.



                            ------------------------------------------------
                            By:  Frederick G. Beisser
                                   Vice President - Finance & Administration
                                   and Secretary



<PAGE>


                                           STOCK OPTION EXERCISE NOTICE

The  undersigned  hereby  notifies DCX, Inc. (the  "Company") of its election to
exercise its option to purchase             shares of Company Common Stock.
                                ---------- 

Accompanying  this notice is payment in the amount of  $            in payment
                                                        ----------
for this exercise at the option exercise price of $1.54 per share.

The  undersigned  agrees with all the  provisions of the Stock Option  Agreement
dated July 31, 1997.

For: RDD Enterprises, Inc.


- -----------------------------------------
(Signature of Optionee exercising)



9003 AIRPORT FREEWAY, SUITE 375
(address of Optionee)




FORT WORTH, TX  76180
(city, state and zip code)


<PAGE>


                            AGREEMENT OF THE OPTIONEE

The  Optionee  acknowledges  the  receipt  of the Stock  Option  Agreement,  and
represents to DCX, Inc. that he  understands  the terms and conditions set forth
therein.  The Optionee  agrees to accept as binding,  conclusive,  and final all
decisions and interpretations of the Company.


For:  RDD Enterprises, Inc.

By:
   -------------------------------
      (Signature of Optionee)



9003 AIRPORT FREEWAY, SUITE 375
(address)



FORT WORTH, TX  76180
(city, state and zip code)



<PAGE>


                                    DCX, INC.
                             STOCK OPTION AGREEMENT

THIS STOCK OPTION  AGREEMENT  (the  "Agreement")  is dated March 28, 1997,  (the
"Date of Grant"),  by and between DCX,  Inc. P.O. Box 569, 3002 N. State Hwy 83,
Franktown,  CO  80116-0569,  a Colorado  corporation  (the  "Company"),  and G.
STEPHEN CARREKER (the "Optionee").

WHEREAS,  the Company has determined  that the Optionee should receive an option
to purchase  shares of the  Company's  Common  Stock  pursuant  to an  Executive
Employment  Agreement  (the  "Employment  Agreement") on terms set forth in this
Agreement,  and the  Optionee  desires  to  receive  an  option on the terms and
conditions set forth in this Agreement;

NOW THEREFORE, the parties agree as follows:

1. GRANT OF OPTION.  The Company  grants to  Optionee  the right and option (the
"Option") to purchase all or any part of a total of 380,000  shares of the
authorized  and  unissued no par value  common stock of the Company (the "Option
Shares") pursuant to the terms and conditions set forth in this Agreement.

2. OPTION  PRICE.  At any time when shares are to be  purchased  pursuant to the
Option,  the  purchase  price for each Option Share shall be $1.125 (the "Option
Price").

3. OPTION  PERIOD.  The option  period  shall  commence on the Date of Grant and
shall end on March 27,  2002,  unless  terminated  earlier as  provided  in this
Agreement.

4. VESTING.  The Option Shares  granted in paragraph one,  supra,  shall vest as
follows:

     a.  The  quantity  of  200,000  shall  be  fully  vested  and   immediately
exercisable by the optionee.

     b.  The  remaining  quantity  of  180,000  shall  vest  in the  percentages
indicated upon attaining the following goals:

                  (1) 35% shall vest and become exercisable by the Optionee upon
the Company  attaining  consolidated  gross revenues in excess of $10 million by
September 30, 1998 or earlier

                  (2)  Additional  35% shall vest and become  exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $20
million by September 30, 1999, or earlier, and

                  (3)  Final  30%  shall  vest  and  become  exercisable  by the
Optionee upon the Company attaining consolidated gross revenues in excess of $30
million by September 30, 2000.


Option Agreement, Page 1


<PAGE>


5.  EXERCISE  OF OPTION.  The  Option  may be  exercised  by  delivering  to the
Treasurer  of the  Company  (I) a Notice and  Agreement  of  Exercise of Option,
substantially in the form attached as Exhibit A, specifying the number of Option
shares to be purchased, and (ii) full payment of the Option Price in the form of
cash, personal check,  personal note, shares already owned or other stock option
awards of the Company which the Optionee has an immediate right to exercise.

6. RESTRICTIONS ON EXERCISE.

     (a) NONTRANSFERABLE.  The Option is not  transferable  in whole or in part
except as provided in this Agreement.

     (b) DEATH OF OPTIONEE.  If the Optionee dies, such Option may be exercised,
to the extent vested and to the extent the Optionee  could have  exercised  such
Option,  by the Optionee's  estate,  personal  representative or beneficiary who
acquires such Option by will or by laws of descent and distribution, at any time
prior to the  earlier of the  expiration  date of the  Option or up to  eighteen
months after the date of death of the Optionee, including any additional vesting
which might occur during the post mortem period.

     (c) TERMINATION OF RELATIONSHIP. Optionee's right to exercise Stock Options
granted herein will survive any termination of his employment as provided infra:

                  (1). If Optionee's  relationship  is terminated for any reason
other than (a) death, (b) disability,  (c) cause,  (d) voluntary  resignation by
Optionee not constituting constructive termination (as defined in his Employment
Agreement)  or the  expiration  of the  term of his  Employment  Agreement,  the
Company  will fully vest in the Optionee all Options  previously  granted  under
this Agreement  whether  previously  vested or not.  Optionee may exercise these
options up to 36 months following the date of termination.

                  (2).  If  the  Optionee's   relationship   is  terminated  for
disability,   cause,   voluntary   resignation  not  constituting   constructive
termination  (as defined in his  Employment  Agreement) or the expiration of the
term of his  employment  agreement,  the  Optionee  shall be entitled to Options
vested as of the date of  termination  and any which would  normally vest during
the 12/18 months  subsequent to the termination  date were the  relationship not
terminated.  The Optionee may exercise  these Options up to 18 months  following
the date of termination.

     (d) TAXES.  The Company  and the  Optionee  shall  comply with all tax laws
applicable  to the exercise or issue of shares  resulting  from any  transaction
under this Agreement.

7.  SECURITIES  LAWS  REQUIREMENTS.  No Option Shares shall be issued unless and
until,  in  the  opinion  of the  Company,  any  applicable  Federal  and  state
securities law requirements have been fully complied with.

8.  COMMON  STOCK TO BE  RECEIVED  UPON  EXERCISE.  the  Option  shares  will be
registered  by the Company under the  Securities  Act of 1933 (the "Act") within
125 days of the grant, or,  alternatively,  they will be issued in reliance upon
an exemption which is available only if the


Option Agreement, Page 2


<PAGE>


Optionee   acquires  such  shares  for   investment  and  not  with  a  view  to
distribution. In the absence of any such registration,  the Option Shares cannot
be sold unless they are sold pursuant to an exemption  from  registration  under
the Act. The Company has no obligation  to comply,  or to assist the Optionee in
complying  with any  exemption  from such  registration  requirement,  including
supplying the Optionee with any information necessary to permit routine sales of
the Option shares under Rule 144 promulgated under the Act by the Securities and
Exchange Commission. Thus, the Option Shares may have to be held indefinitely in
the absence of registration under the Act or an exemption from registration.

9.  PRIVILEGE  OF  OWNERSHIP.  Optionee  shall  not have any of the  rights of a
shareholder  with  respect to the Option  Shares  except to the extent  that the
Option  Shares  are  purchased  and  registered  on the  books of the  Company's
transfer  agent.  No  dividends  will be  payable or accrued in respect of these
Options or the shares obtainable  hereunder until, and only to the extent,  that
the Options have been exercised.

10. NONDILUTION  OF  OPTIONS.  Options  granted  SUPRA  shall be granted to the
Optionee on a non-diluted basis, such that:

         a. If the  Company at any time or from time to time  during the term of
this Agreement  effects a subdivision of the outstanding  Common Stock,  the per
share  exercise  price in effect  immediately  before that  subdivision  will be
proportionately  decreased.  conversely, if the Company at any time or from time
to time during the term of this  Agreement  combines the  outstanding  shares of
Common  Stock into a small  number of shares,  the per share  exercise  price in
effect immediately before the combination will be proportionately increased. Any
such  adjustment will be come effective at the close of business on the date the
subdivision or combination becomes effective.

         b. If the  Company at any time or from time to time  during the term of
this  Agreement  makes or fixes a record date for payment of a stock dividend or
the  distribution  of  additional  shares of common stock to  shareholders,  the
Options  represented  herein  will be  adjusted  by  multiplying  the Per  Share
Exercise  Price then in effect by a fraction  (a) the  numerator of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance on the close of business on such record date,  and
(b) the  denominator  of which is the  total  number  of  shares in (a) plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution;  provided,  however,  that if such  record  date is fixed and such
dividend is not fully paid or if such  distributions  not fully made on the date
fixed therefor,  the Per Share Exercise Price will be recomputed  accordingly as
of the  close of  business  on such  record  date and  thereafter  the Per Share
Exercise  Price will be  adjusted  pursuant  to this  Section 11 to reflect  the
actual payment of such dividend or distribution.

11. NOTICES. Any notices given under this Agreement shall be in writing and they
shall be deemed to be given upon  receipt by sender of sender's  return  receipt
for  acknowledgment  of a delivery of said notice by postage  prepaid  certified
mail or express delivery service. Such notice shall be addressed to the party to
be notified at the address on the first page of this Agreement. Any party


Option Agreement, Page 3


<PAGE>


may  change its  address  for  purposes  of this  paragraph  by giving the other
parties written notice of the new address in the manner set forth above.

12.  GOVERNING  LAW. This Agreement will be construed and enforced in accordance
with,  and the rights of the parties  will be governed by, the laws of the State
of Colorado without regard to conflict of laws principles.

13. MODIFICATION. This Agreement contains the entire agreement among the parties
and may not be amended  except in writing by the party sought to be charged with
such amendment.


                                    DCX, Inc.



Date: 3/28/97                      By: 
     -------------------------        --------------------------------------


                                    OPTIONEE



Date:  3/28/97                     By: 
     -------------------------        ---------------------------------------



Option Agreement, Page 4


<PAGE>


                                    DCX, INC.
                             STOCK OPTION AGREEMENT

THIS STOCK OPTION  AGREEMENT  (the  "Agreement")  is dated March 28, 1997,  (the
"Date of Grant"),  by and between DCX,  Inc. P.O. Box 569, 3002 N. State Hwy 83,
Franktown,   CO  80116-0569,   a  Colorado  corporation  (the  "Company"),   and
FREDERICK G. BEISSER, 796 TIOGA TRAIL, PARKER, CO 80134 (the "Optionee").

WHEREAS,  the Company has determined  that the Optionee should receive an option
to purchase  shares of the  Company's  Common  Stock  pursuant  to an  Executive
Employment  Agreement  (the  "Employment  Agreement") on terms set forth in this
Agreement,  and the  Optionee  desires  to  receive  an  option on the terms and
conditions set forth in this Agreement;

NOW THEREFORE, the parties agree as follows:

1. GRANT OF OPTION.  The Company  grants to  Optionee  the right and option (the
"Option") to purchase all or any part of a total of 120,000 shares of the
authorized  and  unissued no par value  common stock of the Company (the "Option
Shares") pursuant to the terms and conditions set forth in this Agreement.

2. OPTION  PRICE.  At any time when shares are to be  purchased  pursuant to the
Option,  the  purchase  price for each Option Share shall be $1.125 (the "Option
Price").

3. OPTION  PERIOD.  The option  period  shall  commence on the Date of Grant and
shall end on March 27,  2002,  unless  terminated  earlier as  provided  in this
Agreement.

4. VESTING.  The Option Shares  granted in paragraph one,  supra,  shall vest as
follows:

     a. The quantity of 70,000 shall be fully vested and immediately exercisable
by the optionee.

     b. The remaining quantity of 50,000 shall vest in the percentages indicated
upon attaining the following goals:

                  (1) 35% shall vest and become exercisable by the Optionee upon
the Company  attaining  consolidated  gross revenues in excess of $10 million by
September 30, 1998 or earlier

                  (2)  Additional  35% shall vest and become  exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $20
million by September 30, 1999, or earlier, and

                  (3)  Final  30%  shall  vest  and  become  exercisable  by the
Optionee upon the Company attaining consolidated gross revenues in excess of $30
million by September 30, 2000.


Option Agreement, Page 1


<PAGE>


5.  EXERCISE  OF OPTION.  The  Option  may be  exercised  by  delivering  to the
Treasurer  of the  Company  (I) a Notice and  Agreement  of  Exercise of Option,
substantially in the form attached as Exhibit A, specifying the number of Option
shares to be purchased, and (ii) full payment of the Option Price in the form of
cash, personal check,  personal note, shares already owned or other stock option
awards of the Company which the Optionee has an immediate right to exercise.

6. RESTRICTIONS ON EXERCISE.

     (a)  NONTRANSFERABLE.  The Option is not  transferable  in whole or in part
except as provided in this Agreement.

     (b) DEATH OF OPTIONEE.  If the Optionee dies, such Option may be exercised,
to the extent vested and to the extent the Optionee  could have  exercised  such
Option,  by the Optionee's  estate,  personal  representative or beneficiary who
acquires such Option by will or by laws of descent and distribution, at any time
prior to the earlier of the expiration date of the Option or up to twelve months
after the date of death of the Optionee,  including any additional vesting which
might occur during the post mortem period.

     (c) TERMINATION OF RELATIONSHIP. Optionee's right to exercise Stock Options
granted herein will survive any termination of his employment as provided infra:

                  (1). If Optionee's  relationship  is terminated for any reason
other than (a) death, (b) disability,  (c) cause,  (d) voluntary  resignation by
Optionee not constituting constructive termination (as defined in his Employment
Agreement)  or the  expiration  of the  term of his  employment  agreement,  the
Company  will fully vest in the Optionee all Options  previously  granted  under
this Agreement  whether  previously  vested or not.  Optionee may exercise these
options up to 24 months following the date of termination.

                  (2).  If  the  Optionee's   relationship   is  terminated  for
disability,   cause,   voluntary   resignation  not  constituting   constructive
termination  (as defined in his  Employment  Agreement) or the expiration of the
term of his  Employment  Agreement,  the  Optionee  shall be entitled to Options
vested as of the date of  termination  and any which would  normally vest during
the 12 months  subsequent  to the  termination  date were the  relationship  not
terminated.  The Optionee may exercise  these Options up to 12 months  following
the date of termination.

     (d) TAXES.  The Company  and the  Optionee  shall  comply with all tax laws
applicable  to the exercise or issue of shares  resulting  from any  transaction
under this Agreement.

7.  SECURITIES  LAWS  REQUIREMENTS.  No Option Shares shall be issued unless and
until,  in  the  opinion  of the  Company,  any  applicable  Federal  and  state
securities law requirements have been fully complied with.

8.  COMMON  STOCK TO BE  RECEIVED  UPON  EXERCISE.  the  Option  shares  will be
registered  by the Company under the  Securities  Act of 1933 (the "Act") within
125 days of the grant, or,  alternatively,  they will be issued in reliance upon
an exemption which is available only if the


Option Agreement, Page 2


<PAGE>


Optionee   acquires  such  shares  for   investment  and  not  with  a  view  to
distribution. In the absence of any such registration,  the Option Shares cannot
be sold unless they are sold pursuant to an exemption  from  registration  under
the Act. The Company has no obligation  to comply,  or to assist the Optionee in
complying  with any  exemption  from such  registration  requirement,  including
supplying the Optionee with any information necessary to permit routine sales of
the Option shares under Rule 144 promulgated under the Act by the Securities and
Exchange Commission. Thus, the Option Shares may have to be held indefinitely in
the absence of registration under the Act or an exemption from registration.

9.  PRIVILEGE  OF  OWNERSHIP.  Optionee  shall  not have any of the  rights of a
shareholder  with  respect to the Option  Shares  except to the extent  that the
Option  Shares  are  purchased  and  registered  on the  books of the  Company's
transfer  agent.  No  dividends  will be  payable or accrued in respect of these
Options or the shares obtainable  hereunder until, and only to the extent,  that
the Options have been exercised.

10. NONDILUTION  OF  OPTIONS.  Options  granted  SUPRA  shall be granted to the
Optionee on a non-diluted basis, such that:

         a. If the  Company at any time or from time to time  during the term of
this Agreement  effects a subdivision of the outstanding  Common Stock,  the per
share  exercise  price in effect  immediately  before that  subdivision  will be
proportionately  decreased.  conversely, if the Company at any time or from time
to time during the term of this  Agreement  combines the  outstanding  shares of
Common  Stock into a small  number of shares,  the per share  exercise  price in
effect immediately before the combination will be proportionately increased. Any
such  adjustment will be come effective at the close of business on the date the
subdivision or combination becomes effective.

         b. If the  Company at any time or from time to time  during the term of
this  Agreement  makes or fixes a record date for payment of a stock dividend or
the  distribution  of  additional  shares of common stock to  shareholders,  the
Options  represented  herein  will be  adjusted  by  multiplying  the Per  Share
Exercise  Price then in effect by a fraction  (a) the  numerator of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance on the close of business on such record date,  and
(b) the  denominator  of which is the  total  number  of  shares in (a) plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution;  provided,  however,  that if such  record  date is fixed and such
dividend is not fully paid or if such  distributions  not fully made on the date
fixed therefor,  the Per Share Exercise Price will be recomputed  accordingly as
of the  close of  business  on such  record  date and  thereafter  the Per Share
Exercise  Price will be  adjusted  pursuant  to this  Section 11 to reflect  the
actual payment of such dividend or distribution.

11. NOTICES. Any notices given under this Agreement shall be in writing and they
shall be deemed to be given upon  receipt by sender of sender's  return  receipt
for  acknowledgment  of a delivery of said notice by postage  prepaid  certified
mail or express delivery service. Such notice shall be addressed to the party to
be notified at the address on the first page of this Agreement. Any party


Option Agreement, Page 3


<PAGE>


may  change its  address  for  purposes  of this  paragraph  by giving the other
parties written notice of the new address in the manner set forth above.

12.  GOVERNING  LAW. This Agreement will be construed and enforced in accordance
with,  and the rights of the parties  will be governed by, the laws of the State
of Colorado without regard to conflict of laws principles.

13. MODIFICATION. This Agreement contains the entire agreement among the parties
and may not be amended  except in writing by the party sought to be charged with
such amendment.


                                    DCX, Inc.



Date:  3/28/97                     By: 
     -------------------------        --------------------------------------


                                    OPTIONEE



Date:  3/28/97                     By: 
     -------------------------        ---------------------------------------


Option Agreement, Page 4


<PAGE>


                                    DCX, INC.
                             STOCK OPTION AGREEMENT

THIS STOCK OPTION  AGREEMENT  (the  "Agreement")  is dated March 28, 1997,  (the
"Date of Grant"),  by and between DCX,  Inc. P.O. Box 569, 3002 N. State Hwy 83,
Franktown,  CO 80116-0569,  a Colorado  corporation (the  "Company"),  and D.
SCOTT MCREYNOLDS, 1672 S. ESPANA WAY, AURORA, CO 80013 (the "Optionee").

WHEREAS,  the Company has determined  that the Optionee should receive an option
to purchase  shares of the  Company's  Common  Stock  pursuant  to an  Executive
Employment  Agreement  (the  "Employment  Agreement") on terms set forth in this
Agreement,  and the  Optionee  desires  to  receive  an  option on the terms and
conditions set forth in this Agreement;

NOW THEREFORE, the parties agree as follows:

1. GRANT OF OPTION.  The Company  grants to  Optionee  the right and option (the
"Option")  to  purchase  all or any part of a total  of  120,000  shares  of the
authorized  and  unissued no par value  common stock of the Company (the "Option
Shares") pursuant to the terms and conditions set forth in this Agreement.

2. OPTION  PRICE.  At any time when shares are to be  purchased  pursuant to the
Option,  the  purchase  price for each Option Share shall be $1.125 (the "Option
Price").

3. OPTION  PERIOD.  The option  period  shall  commence on the Date of Grant and
shall end on March 27,  2002,  unless  terminated  earlier as  provided  in this
Agreement.

4. VESTING.  The Option Shares  granted in paragraph one,  supra,  shall vest as
follows:

     a. The quantity of 70,000 shall be fully vested and immediately exercisable
by the optionee.

     b. The remaining quantity of 50,000 shall vest in the percentages indicated
upon attaining the following goals:

                  (1) 35% shall vest and become exercisable by the Optionee upon
the Company  attaining  consolidated  gross revenues in excess of $10 million by
September 30, 1998 or earlier

                  (2)  Additional  35% shall vest and become  exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $20
million by September 30, 1999, or earlier, and

                  (3)  Final  30%  shall  vest  and  become  exercisable  by the
Optionee upon the Company attaining consolidated gross revenues in excess of $30
million by September 30, 2000.



Option Agreement, Page 1

<PAGE>


5. EXERCISE  OF OPTION.  The  Option  may be  exercised  by  delivering  to the
Treasurer  of the  Company  (I) a Notice and  Agreement  of  Exercise of Option,
substantially in the form attached as Exhibit A, specifying the number of Option
shares to be purchased, and (ii) full payment of the Option Price in the form of
cash, personal check,  personal note, shares already owned or other stock option
awards of the Company which the Optionee has an immediate right to exercise.

6. RESTRICTIONS ON EXERCISE.

         (a) NONTRANSFERABLE. The Option is not transferable in whole or in part
except as provided in this Agreement.

         (b)  DEATH OF  OPTIONEE.  If the  Optionee  dies,  such  Option  may be
exercised,  to the  extent  vested and to the  extent  the  Optionee  could have
exercised such Option,  by the Optionee's  estate,  personal  representative  or
beneficiary  who  acquires  such  Option  by  will or by  laws  of  descent  and
distribution,  at any time prior to the  earlier of the  expiration  date of the
Option or up to twelve months after the date of death of the Optionee, including
any additional vesting which might occur during the post mortem period.

         (c)  TERMINATION OF  RELATIONSHIP.  Optionee's  right to exercise Stock
Options  granted  herein  will  survive any  termination  of his  employment  as
provided infra:

                  (1). If Optionee's  relationship  is terminated for any reason
other than (a) death, (b) disability,  (c) cause,  (d) voluntary  resignation by
Optionee not constituting constructive termination (as defined in his Employment
Agreement)  or the  expiration  of the  term of his  employment  agreement,  the
Company  will fully vest in the Optionee all Options  previously  granted  under
this Agreement  whether  previously  vested or not.  Optionee may exercise these
options up to 24 months following the date of termination.

                  (2).  If  the  Optionee's   relationship   is  terminated  for
disability,   cause,   voluntary   resignation  not  constituting   constructive
termination  (as defined in his  Employment  Agreement) or the expiration of the
term of his  Employment  Agreement,  the  Optionee  shall be entitled to Options
vested as of the date of  termination  and any which would  normally vest during
the 12 months  subsequent  to the  termination  date were the  relationship  not
terminated.  The Optionee may exercise  these Options up to 12 months  following
the date of termination.

         (d) TAXES.  The Company and the Optionee shall comply with all tax laws
applicable  to the exercise or issue of shares  resulting  from any  transaction
under this Agreement.

7. SECURITIES  LAWS  REQUIREMENTS.  No Option Shares shall be issued unless and
until,  in  the  opinion  of the  Company,  any  applicable  Federal  and  state
securities law requirements have been fully complied with.

8. COMMON  STOCK TO BE  RECEIVED  UPON  EXERCISE.  the  Option  shares  will be
registered  by the Company under the  Securities  Act of 1933 (the "Act") within
125 days of the grant, or,  alternatively,  they will be issued in reliance upon
an exemption which is available only if the


Option Agreement, Page 2


<PAGE>


Optionee   acquires  such  shares  for   investment  and  not  with  a  view  to
distribution. In the absence of any such registration,  the Option Shares cannot
be sold unless they are sold pursuant to an exemption  from  registration  under
the Act. The Company has no obligation  to comply,  or to assist the Optionee in
complying  with any  exemption  from such  registration  requirement,  including
supplying the Optionee with any information necessary to permit routine sales of
the Option shares under Rule 144 promulgated under the Act by the Securities and
Exchange Commission. Thus, the Option Shares may have to be held indefinitely in
the absence of registration under the Act or an exemption from registration.

9.  PRIVILEGE  OF  OWNERSHIP.  Optionee  shall  not have any of the  rights of a
shareholder  with  respect to the Option  Shares  except to the extent  that the
Option  Shares  are  purchased  and  registered  on the  books of the  Company's
transfer  agent.  No  dividends  will be  payable or accrued in respect of these
Options or the shares obtainable  hereunder until, and only to the extent,  that
the Options have been exercised.

10.  NONDILUTION  OF  OPTIONS.  Options  granted  SUPRA  shall be granted to the
Optionee on a non-diluted basis, such that:

         a. If the  Company at any time or from time to time  during the term of
this Agreement  effects a subdivision of the outstanding  Common Stock,  the per
share  exercise  price in effect  immediately  before that  subdivision  will be
proportionately  decreased.  conversely, if the Company at any time or from time
to time during the term of this  Agreement  combines the  outstanding  shares of
Common  Stock into a small  number of shares,  the per share  exercise  price in
effect immediately before the combination will be proportionately increased. Any
such  adjustment will be come effective at the close of business on the date the
subdivision or combination becomes effective.

         b. If the  Company at any time or from time to time  during the term of
this  Agreement  makes or fixes a record date for payment of a stock dividend or
the  distribution  of  additional  shares of common stock to  shareholders,  the
Options  represented  herein  will be  adjusted  by  multiplying  the Per  Share
Exercise  Price then in effect by a fraction  (a) the  numerator of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance on the close of business on such record date,  and
(b) the  denominator  of which is the  total  number  of  shares in (a) plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution;  provided,  however,  that if such  record  date is fixed and such
dividend is not fully paid or if such  distributions  not fully made on the date
fixed therefor,  the Per Share Exercise Price will be recomputed  accordingly as
of the  close of  business  on such  record  date and  thereafter  the Per Share
Exercise  Price will be  adjusted  pursuant  to this  Section 11 to reflect  the
actual payment of such dividend or distribution.

11. NOTICES. Any notices given under this Agreement shall be in writing and they
shall be deemed to be given upon  receipt by sender of sender's  return  receipt
for  acknowledgment  of a delivery of said notice by postage  prepaid  certified
mail or express delivery service. Such notice shall be addressed to the party to
be notified at the address on the first page of this Agreement. Any party


Option Agreement, Page 3


<PAGE>


may  change its  address  for  purposes  of this  paragraph  by giving the other
parties written notice of the new address in the manner set forth above.

12.  GOVERNING  LAW. This Agreement will be construed and enforced in accordance
with,  and the rights of the parties  will be governed by, the laws of the State
of Colorado without regard to conflict of laws principles.

13. MODIFICATION. This Agreement contains the entire agreement among the parties
and may not be amended  except in writing by the party sought to be charged with
such amendment.

                                    DCX, Inc.



Date:  3/28/97                     By: 
     -------------------------        --------------------------------------


                                    OPTIONEE



Date:  3/28/97                     By: 
     -------------------------        ---------------------------------------




Option Agreement, Page 4


<PAGE>


April 11, 1997



Ms. Jeanne M. Anderson
19726 East Cornell Ave.
Aurora, CO  80013

AMENDMENT TO DCX, INC. LETTER OFFER OF JANUARY 25, 1997

Dear Jeanne:

         On March 28,  1987 the Board of  Directors  approved  your  request  to
modify certain terms of our January 25, 1997 letter.  You had requested that the
Board grant you stock options to acquire  61,000 shares of the Company's  common
stock. It is my understanding  that after such a grant and considering all other
options and stock held by you, you would then have rights to 300,000  shares.  A
summary of the total would be:


           Common Stock                                      114,000
           1992 Options                                       50,000
           1995 Options                                       75,000
           1997 Options                                       61,000
                                                            --------
                    Total                                    300,000

         Accordingly,  the second paragraph of Section 4 of the January 25, 1997
letter is modified to read as follows:

         Further,  the  Company's  Board of  Directors  has  approved a grant of
         performance  stock options to you (the  "Optionee")  to acquire  61,000
         shares of the  Company's  common  stock at fair market value on January
         24,1997.  The fair market value is established as the closing bid price
         as of that date which was $1.125 (the closing bid price on the business
         day  immediately  before  January 25, 1997 on which date the NASDAQ was
         closed.) These options are granted for a period of two years and expire
         on March 27, 1999, or immediately upon resignation by the Optionee from
         any position held with the Company, except as otherwise provided below.
         Vesting in these  performance  options will occur at a rate of 35% when
         the Company  reaches  $10.0  million in  consolidated  annual  revenue,
         additional  35% at $20.0  million in revenue and the remaining 30% when
         the Company  reaches $30  million in annual  revenue.  In the event the
         Optionee  consents to resign  after March 28,  1997,  from any Board of
         Director  position  held  with the  Company  in order to  facilitate  a
         transaction or other objective of the Company, the options shall become
         fully vested and remain  exercisable for a period of one year from date
         of  acceptance  of such  resignation  or until the original  expiration
         date, whichever date is earlier.



<PAGE>



Jeanne, I believe this accurately reflects the proposed amendment. Of course all
other portions of the January 25, 1997 letter remain in effect.  Please indicate
your agreement by signing below.

Sincerely,

Stephen Carreker
- ---------------------
Stephen Carreker
President & CEO


April 11 , 1997


The amendment to the January 25, 1997 letter is agreed to and accepted.



Jeanne M. Anderson
- --------------------
Jeanne M. Anderson


<PAGE>



                             STOCK OPTION AGREEMENT

     1. A stock option (the  "Option")  to acquire  24,235  shares  (hereinafter
referred to as "Shares")  of no par value  Common  Stock of DCX,  Inc. is hereby
granted to;

         HAMILTON & FAATZ, P.C. (hereinafter referred to as the "Optionee"),
           (Name of optionee)

         1600 Broadway, Suite 500
         Denver, CO  80202-4927

         ---------------------------------
         (Street, city, state and zip code)

subject in all respects to the terms and conditions as are set forth herein.

     2.  Certificates  for the shares of Common Stock  acquired upon exercise of
this Stock Option Agreement (the  "Agreement") will be delivered to the Optionee
by the company at the  Company's  expense  within a  reasonable  time after this
warrant has been so exercised.  Each stock  certificate  so delivered will be in
such  denominations of Common stock as may be requested by the Optionee and will
be registered in the name of the Optionee.

     3. All shares of Common  Stock issued upon  exercise of this warrant  will,
upon issuance, be duly authorized,  validly issue,  fully-paid and nonassessable
and free from all preemptive  rights of any  shareholder  and free of all taxes,
liens and charges  with  respect to the issue  thereof.  The Company will at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common  Stock,  solely  for  the  purpose  of  effecting  the  exercise  of this
Agreement,  such  number of its shares of Common  Stock as from time to time are
sufficient to effect the full exercise of this Agreement.  The Company will take
all such action as may necessary to assure that such securities may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed.

     4. This option is not  intended to  constitute  an  Incentive  Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

     5. The option  exercise  price as  determined by the Board of Directions of
the Company (the "Board") is $1.54 per share.

     6. This Option may not be exercised more than one year after the issue date
indicated below and may be exercised in whole or in part at any time during such
term, in accordance with the terms and conditions set forth herein.

     7. The  Option may be  exercised  by  delivering  to the  Treasurer  of the
Company:



<PAGE>


     a.   A Notice and  Agreement  of Exercise of Option,  substantially  in the
          form attached, specifying the number of Option Shares to be purchased.

     b.   Full  payment  of the  Option  price for the  underlying  shares to be
          purchased  in the form of cash or  invoices  for  services or supplies
          provided to the Company.

     8. This  Option may not be  transferred,  assigned  or  encumbered,  in any
manner,  except  in the  event of death of the  Optionee  by will or the laws of
descent and distribution, or in the event the option is granted to a corporation
to the  principal  shareholder(s)  thereof.  The terms of this  Option  shall be
binding  upon the  Optionee's  executors,  administrators,  heirs,  assigns  and
successors.

     9.  Governing  Law.  This  Agreement  will be  construed  and  enforced  in
accordance  with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.

Issue Date:  July 31, 1997

                               DCX, Inc.



                               ----------------------------------------------
                               By:  Frederick G. Beisser
                                    Vice President - Finance & Administration
                                    and Secretary



<PAGE>



                          STOCK OPTION EXERCISE NOTICE

The  undersigned  hereby  notifies DCX, Inc. (the  "Company") of its election to
exercise its option to purchase            shares of Company Common Stock.
                                ----------

Accompanying  this notice is payment in the amount of  $             in payment
                                                        ------------
for this exercise at the option exercise price of $1.54 per share.

The  undersigned  agrees with all the  provisions of the Stock Option  Agreement
dated July 31, 1997.

For:     Hamilton & Faatz, P.C.


- ---------------------------------------
(Signature of Optionee exercising)



1600 BROADWAY, SUITE 500
(address of Optionee)




DENVER, CO  80202-4927
(city, state and zip code)



<PAGE>




                            AGREEMENT OF THE OPTIONEE

The  Optionee  acknowledges  the  receipt  of the Stock  Option  Agreement,  and
represents to DCX, Inc. that he  understands  the terms and conditions set forth
therein.  The Optionee  agrees to accept as binding,  conclusive,  and final all
decisions and interpretations of the Company.


For: Hamilton & Faatz, P.C.

By:
   ---------------------------------------
    (Signature of Optionee's Officer)



1600 BROADWAY, SUITE 500
(address)



DENVER, CO  80202-4927
(city, state and zip code)



<PAGE>


                                [DGS LETTERHEAD]









                                September 8, 1997




DCX, Inc.
3002 North State Highway 83
Franktown, Colorado 80016-6659



     Re:  Sale of Shares of Common Stock Pursuant to  Registration  Statement on
          Form S-8

Gentlemen:

     We have acted as counsel to DCX,  Inc. (the  "Company") in connection  with
the registration by the Company of 838,650 shares of Common Stock (the "Shares")
described in the Registration  Statement on Form S-8 of the Company, being filed
with the  Securities  and Exchange  Commission  concurrently  herewith.  In such
connection we have examined  certain  corporate  records and  proceedings of the
Company  including  actions taken by the Company's Board of Directors in respect
of the  authorization  and issuance of the Shares,  and such other matters as we
deemed appropriate.

     Based upon the  foregoing,  we are of the opinion that the Shares have been
duly authorized  and, when issued and sold as  contemplated by the  Registration
Statement and in accordance with the option agreements covered thereby,  will be
legally  issued,  fully paid and  non-assessable  shares of capital stock of the
Company.

     We hereby  consent  to be named in the  Registration  Statement  and in the
Prospectus  constituting  a part  thereof,  as amended from time to time, as the
attorneys who will pass upon legal  matters in  connection  with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit


<PAGE>


September 8, 1997
Page 2

to the  aforesaid  Registration  Statement.  In giving this  consent,  we do not
thereby  admit that we are in the category of persons  whose consent is required
under Section 7 of the Securities Act of 1933 or the rules of the Securities and
Exchange Commission.

                                                  Very truly yours,



                                                  Davis, Graham & Stubbs LLP
                                                  DAVIS, GRAHAM & STUBBS LLP


<PAGE>


                             CONSENT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS


DCX, Inc.
Franktown, Colorado

We hereby consent to the  incorporation  by reference in the Prospectus and this
Registration Statement of our report dated January 9, 1997, relating to the 
consoldiated financial statements of DCX, Inc. appearing in the Company's Annual
Report on Form 10-KSB for the year ended September 30, 1996



                                             BDO Seidman, LLP


Denver, Colorado
September 9, 1997
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 71959}]
{"company-data": {"conformed-name": "DCX INC", "cik": "0000783284", "assigned-sic": "3679", "irs-number": "840868815", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "file-number": "333-35293", "film-number": "97678201"}, "business-address": {"street1": "3002 N STATE HWY 83", "city": "FRANKTOWN", "state": "CO", "zip": "80116-0569", "phone": "3036886070"}, "mail-address": {"street1": "PO BOX 569", "street2": "PO BOX 569", "city": "FRANKTOWN", "state": "CO", "zip": "80116"}, "former-company": {"former-conformed-name": "DOUGLAS COUNTY INDUSTRIES INC", "date-changed": "19860109"}}
As filed with the Securities and Exchange Commission on September 10, 1997
                                                     Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         ------------------------------

                                    DCX, INC.
             (Exact name of registrant as specified in its charter)
                         ------------------------------

                COLORADO                                84-0868815
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

                           3002 NORTH STATE HIGHWAY 83
                         FRANKTOWN, COLORADO 80016-0659
                                 (303) 688-6070
                    (Address of principal executive offices)

   STOCK ISSUANCE AGREEMENTS WITH VARIOUS OFFICERS, DIRECTORS AND CONSULTANTS
                           (Full titles of the plans)
                         ------------------------------

            G. STEPHEN CARREKER
   PRESIDENT AND CHIEF EXECUTIVE OFFICER             With copies to:
                 DCX, INC.                         LESTER R. WOODWARD
        3002 NORTH STATE HIGHWAY 83              DAVIS, GRAHAM & STUBBS
      FRANKTOWN, COLORADO 80016-0659           370 17TH STREET, SUITE 4700
              (303) 688-6070                     DENVER, COLORADO 80202
                                                      (303) 892-9400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                         ------------------------------

                                          CALCULATION OF REGISTRATION FEE
Proposed maximum         Proposed
                                      Amount to be       offering price      maximum aggregate        Amount of
Title of securities to be registered   registered          per unit(1)       offering price(1)    registration fee
Common Stock, no par value               838,650             $1.1917            $999,478.10            $302.87
per share                                shares
(1)  Calculated  solely for purposes of determining the registration fee payable
     pursuant  to Rule  457(h),  and is  based  upon the sum of the  product  of
     options for 838,650 shares times their respective exercise prices.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Commission are hereby
incorporated in this Registration Statement by reference:

     (a)  Annual Report on Form 10-KSB for the year ended September 30, 1996;

     (b)  Current Report on Form 8-K, dated November 12, 1996;

     (c)  Current Report on Form 8-K, dated December 11, 1996;

     (d)  Quarterly  Report on Form 10-QSB for the quarter  ended  December  31,
          1996;

     (e)  Current Report on Form 8-K, dated January 15, 1997;

     (f)  Current Report on Form 8-K, dated March 28, 1997;

     (g)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997;

     (h)  Current Report on Form 8-K, dated April 21, 1997;

     (i)  Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997

     (j)  Current Report on Form 8-K, dated July 31, 1997;

     (k)  Current Report on Form 8-K, dated August 13, 1997; and

     (l)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration  Statement  on Form 8-A,  filed  March 3, 1986
          (File No. 0-14273).

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
Post-Effective  Amendment to this  Registration  Statement  indicating  that all
securities  offered  under  the  Registration   Statement  have  been  sold,  or
deregistering  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing such documents.

4.   DESCRIPTION OF SECURITIES.

     Not applicable.

                                      II-1
5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article VII of the  Articles of  Incorporation  of the Company  provides as
follows:

                  "The Corporation shall indemnify any and all of its directors,
         officers, employees,  authorized agents or former directors or officers
         or any person  who may have  served at its  request  as a  director  or
         officer of another corporation in which it owns shares of capital stock
         or of which it is a creditor, against expenses actually and necessarily
         incurred  by  them  to the  fullest  extent  permitted  under  Colorado
         Corporate Code, in connection  with the defense of any action,  suit or
         proceeding in which they or any of them, are made parties,  or a party,
         by  reason  of  being or  having  been  directors  or  officers  of the
         Corporation,  or of such  other  corporation,  except  in  relation  to
         matters to which any such  director  or officer or former  director  or
         person  shall be  adjudged in such  action,  suit or  proceeding  to be
         liable for gross negligence or willful misconduct in the performance of
         duty. Such  indemnification  shall not be deemed exclusive of any other
         rights to which those  indemnified  may be  entitled,  under any By-Law
         agreement, vote of shareholders or otherwise.

                  In addition no officer, director, employee or authorized agent
         shall be personally liable for any injury to person or property arising
         out of a tort committed by an employee  unless such officer or director
         was personally  involved in the situation giving rise to the litigation
         or unless such officer or director  committed a criminal  offense.  The
         protection   afforded  hereby  shall  not  restrict  other  common  law
         protection  and  rights  that an  officer or  director  may have.  This
         Article  shall not  restrict  the  Corporation's  right to eliminate or
         limit the personal liability of a director to the Corporation or to its
         shareholders  for monetary  damages for breach of  fiduciary  duty as a
         director,  and the personal  liability of directors to the  Corporation
         and to us  shareholders  for monetary  damages  shall be  eliminated or
         limited, to the full extent permitted by the Colorado Corporation Code,
         except for monetary  damages for any breach of the  director's  duty of
         loyalty to the  Corporation or to its  shareholders,  acts or omissions
         not in good faith or which involve intentional  misconduct or a knowing
         violation of law,  acts  specified  in Section  7-5-114 of the Colorado
         Corporation Code, or any transaction from which the director derived an
         improper personal benefit. Nor shall the liability of a director of the
         Corporation  be  eliminated  or  limited to the  Corporation  or to its
         shareholders  for  monetary  damages for any act or omission  occurring
         prior to the effective date of this Article."

         Article VI of the Bylaws of the Company provides as follows:

                  "Each  Director  and  Officer  of this  Corporation,  and each
         person  who shall  serve at its  request  as a  Director  or Officer of
         another  corporation in which this  Corporation  owns shares of capital
         stock or of which it is a creditor,  whether or not then in office, and
         his personal  representatives,  shall be indemnified by the Corporation
         against all costs

                                      II-2
and expenses  actually and  necessarily  incurred by him in  connection
         with the defense of any action,  suit or  proceeding in which he may be
         involved  or to which he may be made a party by  reason of his being or
         having been such Director or Officer,  except in relation to matters as
         to  which  he  shall  be  finally  adjudged  in  such  action,  suit or
         proceeding to be liable for negligence of misconduct in the performance
         of duty. Such costs and expenses shall include amounts  reasonably paid
         in settlement  for the purpose of curtailing  the costs of  litigation,
         but only if the  Corporation  is advised in writing by its counsel that
         in his opinion the person indemnified did not commit such negligence or
         misconduct.  The  foregoing  right  of  indemnification  shall  not  be
         exclusive  of other  rights to which he may be  entitled as a matter of
         law or by agreement."

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  Directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

     4.1  Form of Option Agreement, dated July 31, 1997, between the Company and
          the Pension Fund of Steven R. Perles.

     4.2  Form of Option Agreement, dated July 31, 1997, between the Company and
          RDD Enterprises, Inc.

     4.3  Form of Option  Agreement,  dated March 28, 1997,  between the Company
          and G. Stephen Carreker.

     4.4  Form of Option  Agreement,  dated March 28, 1997,  between the Company
          and Frederick G. Beisser.

     4.5  Form of Option  Agreement,  dated March 28, 1997,  between the Company
          and D. Scott McReynolds.

                                      II-3
4.6  Option Agreement, dated April 11, 1997, between the Company and Jeanne
          M. Anderson.

     4.7  Form of Option Agreement, dated July 31, 1997, between the Company and
          Hamilton & Faatz, P.C.

     5.1  Opinion and Consent of Davis, Graham & Stubbs LLP.

     23.1 Consent of Davis, Graham & Stubbs LLP. See Exhibit 5.1.

     23.2 Consent of BDO Seidman LLP.

     24.1 Power of Attorney. See page II-6.

9.   UNDERTAKINGS

     A. The undersigned  Registrant hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration  Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any material change to such  information in the Registration  Statement;  (2)
that, for the purpose of determining  any liability  under the Securities Act of
1933,  each  such  post-effective   amendment  shall  be  deemed  to  be  a  new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and (3) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the

                                      II-4
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                                      II-5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Franktown,  State of  Colorado,  on the 5th day of
September, 1997.

                                          DCX, INC.

                                          By: Fred Beisser
                                             ----------------------------------
                                             Frederick G. Beisser
                                             Chief Financial Officer, Secretary
                                             and Treasurer

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints G. Stephen  Carreker and  Frederick G.
Beisser and each or any of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her in his
or her name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact  and agents,  or any of them,  or their or his  substitutes  or
substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.
SIGNATURE                  TITLE                                          DATE
Stephen Carreker                           President, Chief Executive Officer             September 5, 1997
- -----------------------------------------  and a Director
Stephen Carreker                           

Fred Beisser                               Chief Financial Officer, Secretary             September 5, 1997
- -----------------------------------------  and Treasurer and a Director
Frederick G. Beisser                       (Principal Financial and
                                           Accounting Officer)

Jeanne M. Andersen                         Chairman of the Board                          September 5, 1997
- -----------------------------------------
Jeanne M. Andersen

D. S. McReynolds                           Vice President and General                     September 5, 1997
- -----------------------------------------  Manager and a Director
D. Scott McReynolds
II-6
EXHIBIT INDEX
Exhibit                                                                                   Sequential
  NO.             DESCRIPTION                                                             PAGE NO.
- ----------------------------------------------------------------------------------------------------------------
4.1            Form of Option Agreement, dated July 31, 1997, between the Company
                  and the Pension Fund of Steven R. Perles.

   4.2            Form of Option Agreement dated July 31, 1997, between the Company
                  and RDD Enterprises, Inc.

   4.3            Form of Option Agreement, dated March 28, 1997, between the Company
                  and G. Stephen Carreker.

   4.4            Form of Option Agreement, dated March 28, 1997, between the Company
                  and Frederick G. Beisser.

  4.5             Form of Option Agreement, dated March 28, 1997, between the Company
                  and D. Scott McReynolds.

   4.6            Option Agreement, dated April 11, 1997, between the Company and
                  Jeanne M. Anderson.

   4.7            Form of Option Agreement, dated July 31, 1997, between the Company
                  and Hamilton & Faatz, P.C.

   5.1            Opinion and Consent of Davis, Graham & Stubbs LLP.

  23.1            Consent of Davis, Graham & Stubbs LLP.  See Exhibit 5.1.

  23.2            Consent of BDO Seidman LLP.

  24.1            Power of Attorney.  See page II-6.
II-7
STOCK OPTION AGREEMENT

     1. A stock option (the  "Option")  to acquire  32,510  shares  (hereinafter
referred to as "Shares")  of no par value  Common  Stock of DCX,  Inc. is hereby
granted to;

PENSION FUND OF STEVEN R. PERLES, P.C. (hereinafter referred to as the
   (Name of optionee)
 "Optionee"),

         1666 Connecticut Avenue., N.W., Suite 500
         Washington, DC  20009

         --------------------------------
         (Street, city, state and zip code)

subject in all respects to the terms and conditions as are set forth herein.

     2.  Certificates  for the shares of Common Stock  acquired upon exercise of
this Stock Option Agreement (the  "Agreement") will be delivered to the Optionee
by the company at the  Company's  expense  within a  reasonable  time after this
warrant has been so exercised.  Each stock  certificate  so delivered will be in
such  denominations of Common stock as may be requested by the Optionee and will
be registered in the name of the Optionee.

     3. All shares of Common  Stock issued upon  exercise of this warrant  will,
upon issuance, be duly authorized,  validly issue,  fully-paid and nonassessable
and free from all preemptive  rights of any  shareholder  and free of all taxes,
liens and charges  with  respect to the issue  thereof.  The Company will at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common  Stock,  solely  for  the  purpose  of  effecting  the  exercise  of this
Agreement,  such  number of its shares of Common  Stock as from time to time are
sufficient to effect the full exercise of this Agreement.  The Company will take
all such action as may necessary to assure that such securities may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed.

     4. This option is not  intended to  constitute  an  Incentive  Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

     5. The option  exercise  price as  determined by the Board of Directions of
the Company (the "Board") is $1.25 per share.

     6. This Option may not be exercised more than one year after the issue date
indicated below and may be exercised in whole or in part at any time during such
term, in accordance with the terms and conditions set forth herein.

     7. The  Option may be  exercised  by  delivering  to the  Treasurer  of the
Company:
a.   A Notice and  Agreement  of Exercise of Option,  substantially  in the
          form attached, specifying the number of Option Shares to be purchased.

     b.   Full  payment  of the  Option  price for the  underlying  shares to be
          purchased  in the form of cash or  invoices  for  services or supplies
          provided to the Company.

     8. This  Option may not be  transferred,  assigned  or  encumbered,  in any
manner,  except  in the  event of death of the  Optionee  by will or the laws of
descent and distribution, or in the event the option is granted to a corporation
to the  principal  shareholder(s)  thereof.  The terms of this  Option  shall be
binding  upon the  Optionee's  executors,  administrators,  heirs,  assigns  and
successors.

     9.  Governing  Law.  This  Agreement  will be  construed  and  enforced  in
accordance  with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.

Issue Date:  July 31, 1997

                                  DCX, Inc.

                                   By:
                                      -----------------------------------------
                                      Frederick G. Beisser
                                      Vice President - Finance & Administration
                                      and Secretary
STOCK OPTION EXERCISE NOTICE

The  undersigned  hereby  notifies DCX, Inc. (the  "Company") of its election to
exercise its option to purchase            shares of Company Common Stock.
                                ----------

Accompanying  this notice is payment in the amount of  $             in payment
                                                        ------------
for this exercise at the option exercise price of $1.25 per share.

The  undersigned  agrees with all the  provisions of the Stock Option  Agreement
dated July 31, 1997.

For: Pension Fund of Steven R. Perles, P.C

By:
   -----------------------------------------
   (Signature of Optionee exercising)

1666 CONNECTICUT AVE., SUITE 500
(address of Optionee)

WASHINGTON, DC  20009
(city, state and zip code)
AGREEMENT OF THE OPTIONEE

The  Optionee  acknowledges  the  receipt  of the Stock  Option  Agreement,  and
represents to DCX, Inc. that he  understands  the terms and conditions set forth
therein.  The Optionee  agrees to accept as binding,  conclusive,  and final all
decisions and interpretations of the Company.

For:  Pension Fund of Steven R. Perles, P.C.

By:
   --------------------------------------------
         (Signature of Optionee)

1666 CONNECTICUT AVE., SUITE 500
(address)

WASHINGTON, DC  20009
(city, state and zip code)
STOCK OPTION AGREEMENT

     1. A stock option (the  "Option") to acquire  100,905  shares  (hereinafter
referred to as "Shares")  of no par value  Common  Stock of DCX,  Inc. is hereby
granted to;

         RDD ENTERPRISES, INC. (hereinafter referred to as the "Optionee"),
           (Name of optionee)

         9003 Airport Freeway, Suite 375
         Fort Worth, TX  76180

         --------------------------------
         (Street, city, state and zip code)

subject in all respects to the terms and conditions as are set forth herein.

     2.  Certificates  for the shares of Common Stock  acquired upon exercise of
this Stock Option Agreement (the  "Agreement") will be delivered to the Optionee
by the company at the  Company's  expense  within a  reasonable  time after this
warrant has been so exercised.  Each stock  certificate  so delivered will be in
such  denominations of Common stock as may be requested by the Optionee and will
be registered in the name of the Optionee.

     3. All shares of Common  Stock issued upon  exercise of this warrant  will,
upon issuance, be duly authorized,  validly issue,  fully-paid and nonassessable
and free from all preemptive  rights of any  shareholder  and free of all taxes,
liens and charges  with  respect to the issue  thereof.  The Company will at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common  Stock,  solely  for  the  purpose  of  effecting  the  exercise  of this
Agreement,  such  number of its shares of Common  Stock as from time to time are
sufficient to effect the full exercise of this Agreement.  The Company will take
all such action as may necessary to assure that such securities may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed.

     4. This option is not  intended to  constitute  an  Incentive  Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

     5. The option  exercise  price as  determined by the Board of Directions of
the Company (the "Board") is $1.54 per share.

     6. This Option may not be exercised more than one year after the issue date
indicated below and may be exercised in whole or in part at any time during such
term, in accordance with the terms and conditions set forth herein.

     7. The  Option may be  exercised  by  delivering  to the  Treasurer  of the
Company:
a.   A Notice and  Agreement  of Exercise of Option,  substantially  in the
          form attached, specifying the number of Option Shares to be purchased.

     b.   Full  payment  of the  Option  price for the  underlying  shares to be
          purchased  in the form of cash or  invoices  for  services or supplies
          provided to the Company.

     8. This  Option may not be  transferred,  assigned  or  encumbered,  in any
manner,  except  in the  event of death of the  Optionee  by will or the laws of
descent and distribution, or in the event the option is granted to a corporation
to the  principal  shareholder(s)  thereof.  The terms of this  Option  shall be
binding  upon the  Optionee's  executors,  administrators,  heirs,  assigns  and
successors.

     9.  Governing  Law.  This  Agreement  will be  construed  and  enforced  in
accordance  with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.

Issue Date:  July 31, 1997

                            DCX, Inc.

                            ------------------------------------------------
                            By:  Frederick G. Beisser
                                   Vice President - Finance & Administration
                                   and Secretary
STOCK OPTION EXERCISE NOTICE

The  undersigned  hereby  notifies DCX, Inc. (the  "Company") of its election to
exercise its option to purchase             shares of Company Common Stock.
                                ---------- 

Accompanying  this notice is payment in the amount of  $            in payment
                                                        ----------
for this exercise at the option exercise price of $1.54 per share.

The  undersigned  agrees with all the  provisions of the Stock Option  Agreement
dated July 31, 1997.

For: RDD Enterprises, Inc.

- -----------------------------------------
(Signature of Optionee exercising)

9003 AIRPORT FREEWAY, SUITE 375
(address of Optionee)

FORT WORTH, TX  76180
(city, state and zip code)
AGREEMENT OF THE OPTIONEE

The  Optionee  acknowledges  the  receipt  of the Stock  Option  Agreement,  and
represents to DCX, Inc. that he  understands  the terms and conditions set forth
therein.  The Optionee  agrees to accept as binding,  conclusive,  and final all
decisions and interpretations of the Company.

For:  RDD Enterprises, Inc.

By:
   -------------------------------
      (Signature of Optionee)

9003 AIRPORT FREEWAY, SUITE 375
(address)

FORT WORTH, TX  76180
(city, state and zip code)
DCX, INC.
                             STOCK OPTION AGREEMENT

THIS STOCK OPTION  AGREEMENT  (the  "Agreement")  is dated March 28, 1997,  (the
"Date of Grant"),  by and between DCX,  Inc. P.O. Box 569, 3002 N. State Hwy 83,
Franktown,  CO  80116-0569,  a Colorado  corporation  (the  "Company"),  and G.
STEPHEN CARREKER (the "Optionee").

WHEREAS,  the Company has determined  that the Optionee should receive an option
to purchase  shares of the  Company's  Common  Stock  pursuant  to an  Executive
Employment  Agreement  (the  "Employment  Agreement") on terms set forth in this
Agreement,  and the  Optionee  desires  to  receive  an  option on the terms and
conditions set forth in this Agreement;

NOW THEREFORE, the parties agree as follows:

1. GRANT OF OPTION.  The Company  grants to  Optionee  the right and option (the
"Option") to purchase all or any part of a total of 380,000  shares of the
authorized  and  unissued no par value  common stock of the Company (the "Option
Shares") pursuant to the terms and conditions set forth in this Agreement.

2. OPTION  PRICE.  At any time when shares are to be  purchased  pursuant to the
Option,  the  purchase  price for each Option Share shall be $1.125 (the "Option
Price").

3. OPTION  PERIOD.  The option  period  shall  commence on the Date of Grant and
shall end on March 27,  2002,  unless  terminated  earlier as  provided  in this
Agreement.

4. VESTING.  The Option Shares  granted in paragraph one,  supra,  shall vest as
follows:

     a.  The  quantity  of  200,000  shall  be  fully  vested  and   immediately
exercisable by the optionee.

     b.  The  remaining  quantity  of  180,000  shall  vest  in the  percentages
indicated upon attaining the following goals:

                  (1) 35% shall vest and become exercisable by the Optionee upon
the Company  attaining  consolidated  gross revenues in excess of $10 million by
September 30, 1998 or earlier

                  (2)  Additional  35% shall vest and become  exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $20
million by September 30, 1999, or earlier, and

                  (3)  Final  30%  shall  vest  and  become  exercisable  by the
Optionee upon the Company attaining consolidated gross revenues in excess of $30
million by September 30, 2000.

Option Agreement, Page 1
5.  EXERCISE  OF OPTION.  The  Option  may be  exercised  by  delivering  to the
Treasurer  of the  Company  (I) a Notice and  Agreement  of  Exercise of Option,
substantially in the form attached as Exhibit A, specifying the number of Option
shares to be purchased, and (ii) full payment of the Option Price in the form of
cash, personal check,  personal note, shares already owned or other stock option
awards of the Company which the Optionee has an immediate right to exercise.

6. RESTRICTIONS ON EXERCISE.

     (a) NONTRANSFERABLE.  The Option is not  transferable  in whole or in part
except as provided in this Agreement.

     (b) DEATH OF OPTIONEE.  If the Optionee dies, such Option may be exercised,
to the extent vested and to the extent the Optionee  could have  exercised  such
Option,  by the Optionee's  estate,  personal  representative or beneficiary who
acquires such Option by will or by laws of descent and distribution, at any time
prior to the  earlier of the  expiration  date of the  Option or up to  eighteen
months after the date of death of the Optionee, including any additional vesting
which might occur during the post mortem period.

     (c) TERMINATION OF RELATIONSHIP. Optionee's right to exercise Stock Options
granted herein will survive any termination of his employment as provided infra:

                  (1). If Optionee's  relationship  is terminated for any reason
other than (a) death, (b) disability,  (c) cause,  (d) voluntary  resignation by
Optionee not constituting constructive termination (as defined in his Employment
Agreement)  or the  expiration  of the  term of his  Employment  Agreement,  the
Company  will fully vest in the Optionee all Options  previously  granted  under
this Agreement  whether  previously  vested or not.  Optionee may exercise these
options up to 36 months following the date of termination.

                  (2).  If  the  Optionee's   relationship   is  terminated  for
disability,   cause,   voluntary   resignation  not  constituting   constructive
termination  (as defined in his  Employment  Agreement) or the expiration of the
term of his  employment  agreement,  the  Optionee  shall be entitled to Options
vested as of the date of  termination  and any which would  normally vest during
the 12/18 months  subsequent to the termination  date were the  relationship not
terminated.  The Optionee may exercise  these Options up to 18 months  following
the date of termination.

     (d) TAXES.  The Company  and the  Optionee  shall  comply with all tax laws
applicable  to the exercise or issue of shares  resulting  from any  transaction
under this Agreement.

7.  SECURITIES  LAWS  REQUIREMENTS.  No Option Shares shall be issued unless and
until,  in  the  opinion  of the  Company,  any  applicable  Federal  and  state
securities law requirements have been fully complied with.

8.  COMMON  STOCK TO BE  RECEIVED  UPON  EXERCISE.  the  Option  shares  will be
registered  by the Company under the  Securities  Act of 1933 (the "Act") within
125 days of the grant, or,  alternatively,  they will be issued in reliance upon
an exemption which is available only if the

Option Agreement, Page 2
Optionee   acquires  such  shares  for   investment  and  not  with  a  view  to
distribution. In the absence of any such registration,  the Option Shares cannot
be sold unless they are sold pursuant to an exemption  from  registration  under
the Act. The Company has no obligation  to comply,  or to assist the Optionee in
complying  with any  exemption  from such  registration  requirement,  including
supplying the Optionee with any information necessary to permit routine sales of
the Option shares under Rule 144 promulgated under the Act by the Securities and
Exchange Commission. Thus, the Option Shares may have to be held indefinitely in
the absence of registration under the Act or an exemption from registration.

9.  PRIVILEGE  OF  OWNERSHIP.  Optionee  shall  not have any of the  rights of a
shareholder  with  respect to the Option  Shares  except to the extent  that the
Option  Shares  are  purchased  and  registered  on the  books of the  Company's
transfer  agent.  No  dividends  will be  payable or accrued in respect of these
Options or the shares obtainable  hereunder until, and only to the extent,  that
the Options have been exercised.

10. NONDILUTION  OF  OPTIONS.  Options  granted  SUPRA  shall be granted to the
Optionee on a non-diluted basis, such that:

         a. If the  Company at any time or from time to time  during the term of
this Agreement  effects a subdivision of the outstanding  Common Stock,  the per
share  exercise  price in effect  immediately  before that  subdivision  will be
proportionately  decreased.  conversely, if the Company at any time or from time
to time during the term of this  Agreement  combines the  outstanding  shares of
Common  Stock into a small  number of shares,  the per share  exercise  price in
effect immediately before the combination will be proportionately increased. Any
such  adjustment will be come effective at the close of business on the date the
subdivision or combination becomes effective.

         b. If the  Company at any time or from time to time  during the term of
this  Agreement  makes or fixes a record date for payment of a stock dividend or
the  distribution  of  additional  shares of common stock to  shareholders,  the
Options  represented  herein  will be  adjusted  by  multiplying  the Per  Share
Exercise  Price then in effect by a fraction  (a) the  numerator of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance on the close of business on such record date,  and
(b) the  denominator  of which is the  total  number  of  shares in (a) plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution;  provided,  however,  that if such  record  date is fixed and such
dividend is not fully paid or if such  distributions  not fully made on the date
fixed therefor,  the Per Share Exercise Price will be recomputed  accordingly as
of the  close of  business  on such  record  date and  thereafter  the Per Share
Exercise  Price will be  adjusted  pursuant  to this  Section 11 to reflect  the
actual payment of such dividend or distribution.

11. NOTICES. Any notices given under this Agreement shall be in writing and they
shall be deemed to be given upon  receipt by sender of sender's  return  receipt
for  acknowledgment  of a delivery of said notice by postage  prepaid  certified
mail or express delivery service. Such notice shall be addressed to the party to
be notified at the address on the first page of this Agreement. Any party

Option Agreement, Page 3
may  change its  address  for  purposes  of this  paragraph  by giving the other
parties written notice of the new address in the manner set forth above.

12.  GOVERNING  LAW. This Agreement will be construed and enforced in accordance
with,  and the rights of the parties  will be governed by, the laws of the State
of Colorado without regard to conflict of laws principles.

13. MODIFICATION. This Agreement contains the entire agreement among the parties
and may not be amended  except in writing by the party sought to be charged with
such amendment.

                                    DCX, Inc.

Date: 3/28/97                      By: 
     -------------------------        --------------------------------------

                                    OPTIONEE

Date:  3/28/97                     By: 
     -------------------------        ---------------------------------------

Option Agreement, Page 4
DCX, INC.
                             STOCK OPTION AGREEMENT

THIS STOCK OPTION  AGREEMENT  (the  "Agreement")  is dated March 28, 1997,  (the
"Date of Grant"),  by and between DCX,  Inc. P.O. Box 569, 3002 N. State Hwy 83,
Franktown,   CO  80116-0569,   a  Colorado  corporation  (the  "Company"),   and
FREDERICK G. BEISSER, 796 TIOGA TRAIL, PARKER, CO 80134 (the "Optionee").

WHEREAS,  the Company has determined  that the Optionee should receive an option
to purchase  shares of the  Company's  Common  Stock  pursuant  to an  Executive
Employment  Agreement  (the  "Employment  Agreement") on terms set forth in this
Agreement,  and the  Optionee  desires  to  receive  an  option on the terms and
conditions set forth in this Agreement;

NOW THEREFORE, the parties agree as follows:

1. GRANT OF OPTION.  The Company  grants to  Optionee  the right and option (the
"Option") to purchase all or any part of a total of 120,000 shares of the
authorized  and  unissued no par value  common stock of the Company (the "Option
Shares") pursuant to the terms and conditions set forth in this Agreement.

2. OPTION  PRICE.  At any time when shares are to be  purchased  pursuant to the
Option,  the  purchase  price for each Option Share shall be $1.125 (the "Option
Price").

3. OPTION  PERIOD.  The option  period  shall  commence on the Date of Grant and
shall end on March 27,  2002,  unless  terminated  earlier as  provided  in this
Agreement.

4. VESTING.  The Option Shares  granted in paragraph one,  supra,  shall vest as
follows:

     a. The quantity of 70,000 shall be fully vested and immediately exercisable
by the optionee.

     b. The remaining quantity of 50,000 shall vest in the percentages indicated
upon attaining the following goals:

                  (1) 35% shall vest and become exercisable by the Optionee upon
the Company  attaining  consolidated  gross revenues in excess of $10 million by
September 30, 1998 or earlier

                  (2)  Additional  35% shall vest and become  exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $20
million by September 30, 1999, or earlier, and

                  (3)  Final  30%  shall  vest  and  become  exercisable  by the
Optionee upon the Company attaining consolidated gross revenues in excess of $30
million by September 30, 2000.

Option Agreement, Page 1
5.  EXERCISE  OF OPTION.  The  Option  may be  exercised  by  delivering  to the
Treasurer  of the  Company  (I) a Notice and  Agreement  of  Exercise of Option,
substantially in the form attached as Exhibit A, specifying the number of Option
shares to be purchased, and (ii) full payment of the Option Price in the form of
cash, personal check,  personal note, shares already owned or other stock option
awards of the Company which the Optionee has an immediate right to exercise.

6. RESTRICTIONS ON EXERCISE.

     (a)  NONTRANSFERABLE.  The Option is not  transferable  in whole or in part
except as provided in this Agreement.

     (b) DEATH OF OPTIONEE.  If the Optionee dies, such Option may be exercised,
to the extent vested and to the extent the Optionee  could have  exercised  such
Option,  by the Optionee's  estate,  personal  representative or beneficiary who
acquires such Option by will or by laws of descent and distribution, at any time
prior to the earlier of the expiration date of the Option or up to twelve months
after the date of death of the Optionee,  including any additional vesting which
might occur during the post mortem period.

     (c) TERMINATION OF RELATIONSHIP. Optionee's right to exercise Stock Options
granted herein will survive any termination of his employment as provided infra:

                  (1). If Optionee's  relationship  is terminated for any reason
other than (a) death, (b) disability,  (c) cause,  (d) voluntary  resignation by
Optionee not constituting constructive termination (as defined in his Employment
Agreement)  or the  expiration  of the  term of his  employment  agreement,  the
Company  will fully vest in the Optionee all Options  previously  granted  under
this Agreement  whether  previously  vested or not.  Optionee may exercise these
options up to 24 months following the date of termination.

                  (2).  If  the  Optionee's   relationship   is  terminated  for
disability,   cause,   voluntary   resignation  not  constituting   constructive
termination  (as defined in his  Employment  Agreement) or the expiration of the
term of his  Employment  Agreement,  the  Optionee  shall be entitled to Options
vested as of the date of  termination  and any which would  normally vest during
the 12 months  subsequent  to the  termination  date were the  relationship  not
terminated.  The Optionee may exercise  these Options up to 12 months  following
the date of termination.

     (d) TAXES.  The Company  and the  Optionee  shall  comply with all tax laws
applicable  to the exercise or issue of shares  resulting  from any  transaction
under this Agreement.

7.  SECURITIES  LAWS  REQUIREMENTS.  No Option Shares shall be issued unless and
until,  in  the  opinion  of the  Company,  any  applicable  Federal  and  state
securities law requirements have been fully complied with.

8.  COMMON  STOCK TO BE  RECEIVED  UPON  EXERCISE.  the  Option  shares  will be
registered  by the Company under the  Securities  Act of 1933 (the "Act") within
125 days of the grant, or,  alternatively,  they will be issued in reliance upon
an exemption which is available only if the

Option Agreement, Page 2
Optionee   acquires  such  shares  for   investment  and  not  with  a  view  to
distribution. In the absence of any such registration,  the Option Shares cannot
be sold unless they are sold pursuant to an exemption  from  registration  under
the Act. The Company has no obligation  to comply,  or to assist the Optionee in
complying  with any  exemption  from such  registration  requirement,  including
supplying the Optionee with any information necessary to permit routine sales of
the Option shares under Rule 144 promulgated under the Act by the Securities and
Exchange Commission. Thus, the Option Shares may have to be held indefinitely in
the absence of registration under the Act or an exemption from registration.

9.  PRIVILEGE  OF  OWNERSHIP.  Optionee  shall  not have any of the  rights of a
shareholder  with  respect to the Option  Shares  except to the extent  that the
Option  Shares  are  purchased  and  registered  on the  books of the  Company's
transfer  agent.  No  dividends  will be  payable or accrued in respect of these
Options or the shares obtainable  hereunder until, and only to the extent,  that
the Options have been exercised.

10. NONDILUTION  OF  OPTIONS.  Options  granted  SUPRA  shall be granted to the
Optionee on a non-diluted basis, such that:

         a. If the  Company at any time or from time to time  during the term of
this Agreement  effects a subdivision of the outstanding  Common Stock,  the per
share  exercise  price in effect  immediately  before that  subdivision  will be
proportionately  decreased.  conversely, if the Company at any time or from time
to time during the term of this  Agreement  combines the  outstanding  shares of
Common  Stock into a small  number of shares,  the per share  exercise  price in
effect immediately before the combination will be proportionately increased. Any
such  adjustment will be come effective at the close of business on the date the
subdivision or combination becomes effective.

         b. If the  Company at any time or from time to time  during the term of
this  Agreement  makes or fixes a record date for payment of a stock dividend or
the  distribution  of  additional  shares of common stock to  shareholders,  the
Options  represented  herein  will be  adjusted  by  multiplying  the Per  Share
Exercise  Price then in effect by a fraction  (a) the  numerator of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance on the close of business on such record date,  and
(b) the  denominator  of which is the  total  number  of  shares in (a) plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution;  provided,  however,  that if such  record  date is fixed and such
dividend is not fully paid or if such  distributions  not fully made on the date
fixed therefor,  the Per Share Exercise Price will be recomputed  accordingly as
of the  close of  business  on such  record  date and  thereafter  the Per Share
Exercise  Price will be  adjusted  pursuant  to this  Section 11 to reflect  the
actual payment of such dividend or distribution.

11. NOTICES. Any notices given under this Agreement shall be in writing and they
shall be deemed to be given upon  receipt by sender of sender's  return  receipt
for  acknowledgment  of a delivery of said notice by postage  prepaid  certified
mail or express delivery service. Such notice shall be addressed to the party to
be notified at the address on the first page of this Agreement. Any party

Option Agreement, Page 3
may  change its  address  for  purposes  of this  paragraph  by giving the other
parties written notice of the new address in the manner set forth above.

12.  GOVERNING  LAW. This Agreement will be construed and enforced in accordance
with,  and the rights of the parties  will be governed by, the laws of the State
of Colorado without regard to conflict of laws principles.

13. MODIFICATION. This Agreement contains the entire agreement among the parties
and may not be amended  except in writing by the party sought to be charged with
such amendment.

                                    DCX, Inc.

Date:  3/28/97                     By: 
     -------------------------        --------------------------------------

                                    OPTIONEE

Date:  3/28/97                     By: 
     -------------------------        ---------------------------------------

Option Agreement, Page 4
DCX, INC.
                             STOCK OPTION AGREEMENT

THIS STOCK OPTION  AGREEMENT  (the  "Agreement")  is dated March 28, 1997,  (the
"Date of Grant"),  by and between DCX,  Inc. P.O. Box 569, 3002 N. State Hwy 83,
Franktown,  CO 80116-0569,  a Colorado  corporation (the  "Company"),  and D.
SCOTT MCREYNOLDS, 1672 S. ESPANA WAY, AURORA, CO 80013 (the "Optionee").

WHEREAS,  the Company has determined  that the Optionee should receive an option
to purchase  shares of the  Company's  Common  Stock  pursuant  to an  Executive
Employment  Agreement  (the  "Employment  Agreement") on terms set forth in this
Agreement,  and the  Optionee  desires  to  receive  an  option on the terms and
conditions set forth in this Agreement;

NOW THEREFORE, the parties agree as follows:

1. GRANT OF OPTION.  The Company  grants to  Optionee  the right and option (the
"Option")  to  purchase  all or any part of a total  of  120,000  shares  of the
authorized  and  unissued no par value  common stock of the Company (the "Option
Shares") pursuant to the terms and conditions set forth in this Agreement.

2. OPTION  PRICE.  At any time when shares are to be  purchased  pursuant to the
Option,  the  purchase  price for each Option Share shall be $1.125 (the "Option
Price").

3. OPTION  PERIOD.  The option  period  shall  commence on the Date of Grant and
shall end on March 27,  2002,  unless  terminated  earlier as  provided  in this
Agreement.

4. VESTING.  The Option Shares  granted in paragraph one,  supra,  shall vest as
follows:

     a. The quantity of 70,000 shall be fully vested and immediately exercisable
by the optionee.

     b. The remaining quantity of 50,000 shall vest in the percentages indicated
upon attaining the following goals:

                  (1) 35% shall vest and become exercisable by the Optionee upon
the Company  attaining  consolidated  gross revenues in excess of $10 million by
September 30, 1998 or earlier

                  (2)  Additional  35% shall vest and become  exercisable by the
Optionee upon the Company attaining consolidated gross revenues in excess of $20
million by September 30, 1999, or earlier, and

                  (3)  Final  30%  shall  vest  and  become  exercisable  by the
Optionee upon the Company attaining consolidated gross revenues in excess of $30
million by September 30, 2000.

Option Agreement, Page 1
5. EXERCISE  OF OPTION.  The  Option  may be  exercised  by  delivering  to the
Treasurer  of the  Company  (I) a Notice and  Agreement  of  Exercise of Option,
substantially in the form attached as Exhibit A, specifying the number of Option
shares to be purchased, and (ii) full payment of the Option Price in the form of
cash, personal check,  personal note, shares already owned or other stock option
awards of the Company which the Optionee has an immediate right to exercise.

6. RESTRICTIONS ON EXERCISE.

         (a) NONTRANSFERABLE. The Option is not transferable in whole or in part
except as provided in this Agreement.

         (b)  DEATH OF  OPTIONEE.  If the  Optionee  dies,  such  Option  may be
exercised,  to the  extent  vested and to the  extent  the  Optionee  could have
exercised such Option,  by the Optionee's  estate,  personal  representative  or
beneficiary  who  acquires  such  Option  by  will or by  laws  of  descent  and
distribution,  at any time prior to the  earlier of the  expiration  date of the
Option or up to twelve months after the date of death of the Optionee, including
any additional vesting which might occur during the post mortem period.

         (c)  TERMINATION OF  RELATIONSHIP.  Optionee's  right to exercise Stock
Options  granted  herein  will  survive any  termination  of his  employment  as
provided infra:

                  (1). If Optionee's  relationship  is terminated for any reason
other than (a) death, (b) disability,  (c) cause,  (d) voluntary  resignation by
Optionee not constituting constructive termination (as defined in his Employment
Agreement)  or the  expiration  of the  term of his  employment  agreement,  the
Company  will fully vest in the Optionee all Options  previously  granted  under
this Agreement  whether  previously  vested or not.  Optionee may exercise these
options up to 24 months following the date of termination.

                  (2).  If  the  Optionee's   relationship   is  terminated  for
disability,   cause,   voluntary   resignation  not  constituting   constructive
termination  (as defined in his  Employment  Agreement) or the expiration of the
term of his  Employment  Agreement,  the  Optionee  shall be entitled to Options
vested as of the date of  termination  and any which would  normally vest during
the 12 months  subsequent  to the  termination  date were the  relationship  not
terminated.  The Optionee may exercise  these Options up to 12 months  following
the date of termination.

         (d) TAXES.  The Company and the Optionee shall comply with all tax laws
applicable  to the exercise or issue of shares  resulting  from any  transaction
under this Agreement.

7. SECURITIES  LAWS  REQUIREMENTS.  No Option Shares shall be issued unless and
until,  in  the  opinion  of the  Company,  any  applicable  Federal  and  state
securities law requirements have been fully complied with.

8. COMMON  STOCK TO BE  RECEIVED  UPON  EXERCISE.  the  Option  shares  will be
registered  by the Company under the  Securities  Act of 1933 (the "Act") within
125 days of the grant, or,  alternatively,  they will be issued in reliance upon
an exemption which is available only if the

Option Agreement, Page 2
Optionee   acquires  such  shares  for   investment  and  not  with  a  view  to
distribution. In the absence of any such registration,  the Option Shares cannot
be sold unless they are sold pursuant to an exemption  from  registration  under
the Act. The Company has no obligation  to comply,  or to assist the Optionee in
complying  with any  exemption  from such  registration  requirement,  including
supplying the Optionee with any information necessary to permit routine sales of
the Option shares under Rule 144 promulgated under the Act by the Securities and
Exchange Commission. Thus, the Option Shares may have to be held indefinitely in
the absence of registration under the Act or an exemption from registration.

9.  PRIVILEGE  OF  OWNERSHIP.  Optionee  shall  not have any of the  rights of a
shareholder  with  respect to the Option  Shares  except to the extent  that the
Option  Shares  are  purchased  and  registered  on the  books of the  Company's
transfer  agent.  No  dividends  will be  payable or accrued in respect of these
Options or the shares obtainable  hereunder until, and only to the extent,  that
the Options have been exercised.

10.  NONDILUTION  OF  OPTIONS.  Options  granted  SUPRA  shall be granted to the
Optionee on a non-diluted basis, such that:

         a. If the  Company at any time or from time to time  during the term of
this Agreement  effects a subdivision of the outstanding  Common Stock,  the per
share  exercise  price in effect  immediately  before that  subdivision  will be
proportionately  decreased.  conversely, if the Company at any time or from time
to time during the term of this  Agreement  combines the  outstanding  shares of
Common  Stock into a small  number of shares,  the per share  exercise  price in
effect immediately before the combination will be proportionately increased. Any
such  adjustment will be come effective at the close of business on the date the
subdivision or combination becomes effective.

         b. If the  Company at any time or from time to time  during the term of
this  Agreement  makes or fixes a record date for payment of a stock dividend or
the  distribution  of  additional  shares of common stock to  shareholders,  the
Options  represented  herein  will be  adjusted  by  multiplying  the Per  Share
Exercise  Price then in effect by a fraction  (a) the  numerator of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance on the close of business on such record date,  and
(b) the  denominator  of which is the  total  number  of  shares in (a) plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution;  provided,  however,  that if such  record  date is fixed and such
dividend is not fully paid or if such  distributions  not fully made on the date
fixed therefor,  the Per Share Exercise Price will be recomputed  accordingly as
of the  close of  business  on such  record  date and  thereafter  the Per Share
Exercise  Price will be  adjusted  pursuant  to this  Section 11 to reflect  the
actual payment of such dividend or distribution.

11. NOTICES. Any notices given under this Agreement shall be in writing and they
shall be deemed to be given upon  receipt by sender of sender's  return  receipt
for  acknowledgment  of a delivery of said notice by postage  prepaid  certified
mail or express delivery service. Such notice shall be addressed to the party to
be notified at the address on the first page of this Agreement. Any party

Option Agreement, Page 3
may  change its  address  for  purposes  of this  paragraph  by giving the other
parties written notice of the new address in the manner set forth above.

12.  GOVERNING  LAW. This Agreement will be construed and enforced in accordance
with,  and the rights of the parties  will be governed by, the laws of the State
of Colorado without regard to conflict of laws principles.

13. MODIFICATION. This Agreement contains the entire agreement among the parties
and may not be amended  except in writing by the party sought to be charged with
such amendment.

                                    DCX, Inc.

Date:  3/28/97                     By: 
     -------------------------        --------------------------------------

                                    OPTIONEE

Date:  3/28/97                     By: 
     -------------------------        ---------------------------------------

Option Agreement, Page 4
April 11, 1997

Ms. Jeanne M. Anderson
19726 East Cornell Ave.
Aurora, CO  80013

AMENDMENT TO DCX, INC. LETTER OFFER OF JANUARY 25, 1997

Dear Jeanne:

         On March 28,  1987 the Board of  Directors  approved  your  request  to
modify certain terms of our January 25, 1997 letter.  You had requested that the
Board grant you stock options to acquire  61,000 shares of the Company's  common
stock. It is my understanding  that after such a grant and considering all other
options and stock held by you, you would then have rights to 300,000  shares.  A
summary of the total would be:

           Common Stock                                      114,000
           1992 Options                                       50,000
           1995 Options                                       75,000
           1997 Options                                       61,000
                                                            --------
                    Total                                    300,000

         Accordingly,  the second paragraph of Section 4 of the January 25, 1997
letter is modified to read as follows:

         Further,  the  Company's  Board of  Directors  has  approved a grant of
         performance  stock options to you (the  "Optionee")  to acquire  61,000
         shares of the  Company's  common  stock at fair market value on January
         24,1997.  The fair market value is established as the closing bid price
         as of that date which was $1.125 (the closing bid price on the business
         day  immediately  before  January 25, 1997 on which date the NASDAQ was
         closed.) These options are granted for a period of two years and expire
         on March 27, 1999, or immediately upon resignation by the Optionee from
         any position held with the Company, except as otherwise provided below.
         Vesting in these  performance  options will occur at a rate of 35% when
         the Company  reaches  $10.0  million in  consolidated  annual  revenue,
         additional  35% at $20.0  million in revenue and the remaining 30% when
         the Company  reaches $30  million in annual  revenue.  In the event the
         Optionee  consents to resign  after March 28,  1997,  from any Board of
         Director  position  held  with the  Company  in order to  facilitate  a
         transaction or other objective of the Company, the options shall become
         fully vested and remain  exercisable for a period of one year from date
         of  acceptance  of such  resignation  or until the original  expiration
         date, whichever date is earlier.
Jeanne, I believe this accurately reflects the proposed amendment. Of course all
other portions of the January 25, 1997 letter remain in effect.  Please indicate
your agreement by signing below.

Sincerely,

Stephen Carreker
- ---------------------
Stephen Carreker
President & CEO

April 11 , 1997

The amendment to the January 25, 1997 letter is agreed to and accepted.

Jeanne M. Anderson
- --------------------
Jeanne M. Anderson
STOCK OPTION AGREEMENT

     1. A stock option (the  "Option")  to acquire  24,235  shares  (hereinafter
referred to as "Shares")  of no par value  Common  Stock of DCX,  Inc. is hereby
granted to;

         HAMILTON & FAATZ, P.C. (hereinafter referred to as the "Optionee"),
           (Name of optionee)

         1600 Broadway, Suite 500
         Denver, CO  80202-4927

         ---------------------------------
         (Street, city, state and zip code)

subject in all respects to the terms and conditions as are set forth herein.

     2.  Certificates  for the shares of Common Stock  acquired upon exercise of
this Stock Option Agreement (the  "Agreement") will be delivered to the Optionee
by the company at the  Company's  expense  within a  reasonable  time after this
warrant has been so exercised.  Each stock  certificate  so delivered will be in
such  denominations of Common stock as may be requested by the Optionee and will
be registered in the name of the Optionee.

     3. All shares of Common  Stock issued upon  exercise of this warrant  will,
upon issuance, be duly authorized,  validly issue,  fully-paid and nonassessable
and free from all preemptive  rights of any  shareholder  and free of all taxes,
liens and charges  with  respect to the issue  thereof.  The Company will at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common  Stock,  solely  for  the  purpose  of  effecting  the  exercise  of this
Agreement,  such  number of its shares of Common  Stock as from time to time are
sufficient to effect the full exercise of this Agreement.  The Company will take
all such action as may necessary to assure that such securities may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed.

     4. This option is not  intended to  constitute  an  Incentive  Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

     5. The option  exercise  price as  determined by the Board of Directions of
the Company (the "Board") is $1.54 per share.

     6. This Option may not be exercised more than one year after the issue date
indicated below and may be exercised in whole or in part at any time during such
term, in accordance with the terms and conditions set forth herein.

     7. The  Option may be  exercised  by  delivering  to the  Treasurer  of the
Company:
a.   A Notice and  Agreement  of Exercise of Option,  substantially  in the
          form attached, specifying the number of Option Shares to be purchased.

     b.   Full  payment  of the  Option  price for the  underlying  shares to be
          purchased  in the form of cash or  invoices  for  services or supplies
          provided to the Company.

     8. This  Option may not be  transferred,  assigned  or  encumbered,  in any
manner,  except  in the  event of death of the  Optionee  by will or the laws of
descent and distribution, or in the event the option is granted to a corporation
to the  principal  shareholder(s)  thereof.  The terms of this  Option  shall be
binding  upon the  Optionee's  executors,  administrators,  heirs,  assigns  and
successors.

     9.  Governing  Law.  This  Agreement  will be  construed  and  enforced  in
accordance  with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.

Issue Date:  July 31, 1997

                               DCX, Inc.

                               ----------------------------------------------
                               By:  Frederick G. Beisser
                                    Vice President - Finance & Administration
                                    and Secretary
STOCK OPTION EXERCISE NOTICE

The  undersigned  hereby  notifies DCX, Inc. (the  "Company") of its election to
exercise its option to purchase            shares of Company Common Stock.
                                ----------

Accompanying  this notice is payment in the amount of  $             in payment
                                                        ------------
for this exercise at the option exercise price of $1.54 per share.

The  undersigned  agrees with all the  provisions of the Stock Option  Agreement
dated July 31, 1997.

For:     Hamilton & Faatz, P.C.

- ---------------------------------------
(Signature of Optionee exercising)

1600 BROADWAY, SUITE 500
(address of Optionee)

DENVER, CO  80202-4927
(city, state and zip code)
AGREEMENT OF THE OPTIONEE

The  Optionee  acknowledges  the  receipt  of the Stock  Option  Agreement,  and
represents to DCX, Inc. that he  understands  the terms and conditions set forth
therein.  The Optionee  agrees to accept as binding,  conclusive,  and final all
decisions and interpretations of the Company.

For: Hamilton & Faatz, P.C.

By:
   ---------------------------------------
    (Signature of Optionee's Officer)

1600 BROADWAY, SUITE 500
(address)

DENVER, CO  80202-4927
(city, state and zip code)
[DGS LETTERHEAD]

                                September 8, 1997

DCX, Inc.
3002 North State Highway 83
Franktown, Colorado 80016-6659

     Re:  Sale of Shares of Common Stock Pursuant to  Registration  Statement on
          Form S-8

Gentlemen:

     We have acted as counsel to DCX,  Inc. (the  "Company") in connection  with
the registration by the Company of 838,650 shares of Common Stock (the "Shares")
described in the Registration  Statement on Form S-8 of the Company, being filed
with the  Securities  and Exchange  Commission  concurrently  herewith.  In such
connection we have examined  certain  corporate  records and  proceedings of the
Company  including  actions taken by the Company's Board of Directors in respect
of the  authorization  and issuance of the Shares,  and such other matters as we
deemed appropriate.

     Based upon the  foregoing,  we are of the opinion that the Shares have been
duly authorized  and, when issued and sold as  contemplated by the  Registration
Statement and in accordance with the option agreements covered thereby,  will be
legally  issued,  fully paid and  non-assessable  shares of capital stock of the
Company.

     We hereby  consent  to be named in the  Registration  Statement  and in the
Prospectus  constituting  a part  thereof,  as amended from time to time, as the
attorneys who will pass upon legal  matters in  connection  with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit
September 8, 1997
Page 2

to the  aforesaid  Registration  Statement.  In giving this  consent,  we do not
thereby  admit that we are in the category of persons  whose consent is required
under Section 7 of the Securities Act of 1933 or the rules of the Securities and
Exchange Commission.

                                                  Very truly yours,

                                                  Davis, Graham & Stubbs LLP
                                                  DAVIS, GRAHAM & STUBBS LLP
CONSENT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

DCX, Inc.
Franktown, Colorado

We hereby consent to the  incorporation  by reference in the Prospectus and this
Registration Statement of our report dated January 9, 1997, relating to the 
consoldiated financial statements of DCX, Inc. appearing in the Company's Annual
Report on Form 10-KSB for the year ended September 30, 1996

                                             BDO Seidman, LLP

Denver, Colorado
September 9, 1997