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                                  AMENDMENT TO

                           ANALYSIS & TECHNOLOGY, INC.
                           SAVINGS AND INVESTMENT PLAN


WHEREAS, Analysis & Technology, Inc. (the "Employer") heretofore adopted the
Analysis & Technology, Inc. Savings and Investment Plan (the "Plan"); and

WHEREAS, the Employer reserved the right to amend the Plan; and

WHEREAS, the Employer desires to amend the Plan;

NOW, THEREFORE, the Plan is hereby amended, effective, except as otherwise
specifically provided, as of October 1, 1996, as follows:


1.       Section 2.1 of the Plan shall be amended by adding the following
         paragraph to the conclusion of said Section:

         Any Participant who was formerly employed by Vector Research Company,
         Inc., and who transferred employment to the Sponsoring Employer in
         connection with the Sponsoring Employer's acquisition of such company,
         shall be credited with any prior "Years of Service" completed under the
         Vector Research Company, Inc. Profit Sharing and/or Pension Plans.

2.       Section 3.1 of the Plan shall be amended to read in its entirety as
         follows:

         3.1 PARTICIPATION. All Employees participating in the Plan prior to
         October 1, 1996 shall continue to participate, subject to the terms
         hereof.

         Each other Employee shall become a Participant under the Plan effective
         as of the first day of the month coincident with or next following the
         later of (i) his Employment Date or (ii) his attainment of age
         twenty-one (21).

         Notwithstanding the foregoing provisions of this Section 3.1, only
         "full-time Employees" of the Sponsoring Employer employed at a Cost
         Center, Segment, or Subsidiary from time to time designated by its
         board of directors shall be eligible to participate in the Plan. For
         this purpose, a "full-time Employee" is any Employee employed by the
         Sponsoring Employer who customarily completes at least one thousand
         (1,000) Hours of Service per year. An Employee who does not satisfy the
         requirements of the preceding sentence but who, during the twelve
         (12)-month computation period beginning on his initial Employment Date
         or on the first day of any Plan Year commencing thereafter, is credited
         with one thousand (1,000) or more Hours of Service shall be deemed to
         be a "full-time Employee" for purposes of this Section 3.1.


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         Notwithstanding the foregoing provisions of this Section 3.1, any
         "full-time Employee" (as defined above) who was formerly employed by
         Vector Research Company, Inc., and who transferred employment to the
         Sponsoring Employer in connection with the Sponsoring Employer's
         acquisition of such company, shall become a Participant under the Plan
         as of August 1, 1996, or as soon as administratively possible
         thereafter.

3.       Article Seven of the Plan shall be amended by adding the following
         Sections 7.9 and 7.10

         7.9 JOINT AND SURVIVOR ANNUITY. Notwithstanding the foregoing
         provisions of this Article Seven, this Section shall apply only to the
         portion of a Participant's Account, if any, derived from funds
         transferred from the Vector Research Company, Inc. Profit Sharing
         and/or Pension Plans.

         (a)      If distribution of a Participant's vested Account balance
                  commences during his lifetime, the portion of his vested
                  Account (subject to the provisions of this Section 7.9) shall
                  be applied to the purchase of an annuity for the life of the
                  Participant or, if the Participant is married as of his
                  benefit commencement date, applied to the purchase of a
                  "qualified joint and survivor annuity" for the life of the
                  Participant and his spouse. For this purpose, a "qualified
                  joint and survivor annuity" is an immediate annuity for the
                  life of the Participant with a survivor annuity for the life
                  of the spouse which is not less than fifty percent (50%) and
                  not more than one hundred percent (100%) of the amount of the
                  annuity which is payable during the joint lives of the
                  Participant and his spouse.

         (b)      The Participant may elect to waive the life annuity or
                  qualified joint and survivor annuity form of benefit at any
                  time during the election period. Such an election must be made
                  in writing in a form acceptable to the Administrator. However,
                  an election to waive the qualified joint and survivor annuity
                  shall not take effect unless (1) the Participant's spouse
                  consents in writing to the election, (2) the election
                  designates a specific alternate Beneficiary, if applicable,
                  including any class of Beneficiaries or any contingent
                  Beneficiaries, which may not be changed without spousal
                  consent (unless the Participant's spouse expressly permits
                  designations by the Participant without any further spousal
                  consent), (3) the spouse's consent acknowledges the effect of
                  the election, and (4) the spouse's consent is witnessed by a
                  Plan representative or a notary public. In addition, a
                  Participant's waiver of a qualified joint and survivor annuity
                  shall not be effective unless the election designates a form
                  of benefit payment which may not be changed without spousal
                  consent (or the Participant's spouse expressly permits
                  designation by the Participant without any further spousal
                  consent). Notwithstanding the foregoing, spousal consent
                  hereunder shall not be required if it is established to the
                  satisfaction of the Administrator that the spouse's consent
                  cannot be obtained because such spouse cannot be located, or
                  because of such other circumstances as may be prescribed in
                  regulations pursuant to Section 417 of the Code.

         (c)      Any consent by a spouse obtained under this Section (or
                  establishment that the consent of such spouse cannot be
                  obtained) shall be effective only with respect to such spouse.
                  A consent that permits designations by the Participant without
                  any requirement of further consent by such spouse must
                  acknowledge that the spouse has the right to limit consent to
                  a specific Beneficiary, and a specific form of benefit where
                  applicable, and that the spouse voluntarily elects to
                  relinquish either or both of such rights. No consent obtained
                  under this provision shall be valid unless the Participant has
                  received notice as provided below. In addition, any

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                  waiver made in accordance with this Section may be revoked at
                  any time prior to the commencement of benefits under the Plan.
                  A Participant is not limited to the number of revocations or
                  elections that may be made hereunder.

         (d)      The "election period" under this Section shall be the ninety
                  (90)-day period prior to the "annuity starting date," which
                  date shall be the first day of the first period in which an
                  amount is payable as an annuity or, if such benefit is not
                  payable as an annuity, the first day on which the Participant
                  may begin to receive a distribution from the Plan.

         (e)      The Administrator shall provide to each Participant, not more
                  than ninety (90) days prior to the commencement of benefits, a
                  written explanation of:

                  (1)      the terms and conditions of the qualified joint and
                           survivor annuity or life annuity;

                  (2)      the Participant's right to waive such applicable
                           annuity and the effect of such waiver;

                  (3)      the rights of the Participant's spouse regarding the
                           required consent to an election to waive the
                           qualified joint and survivor annuity; and

                  (4)      the right to make, and the effect of, a revocation of
                           an election to waive the applicable annuity.

         (f)      Notwithstanding the foregoing, the provisions of this Section 
                  shall not apply if the vested balance of the Participant's
                  Account subject to the provisions of this Section does not
                  exceed $3,500.

         7.10 QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY.

         Notwithstanding the foregoing provisions of this Article Seven, the
         provisions of this Section shall apply only to the portion of a
         Participant's Account, if any, derived from funds transferred from the
         Vector Research Company, Inc. Profit Sharing and/or Pension Plans.

         (a)      If a Participant dies before distribution of benefits has
                  commenced and is survived by his spouse, the portion of his
                  vested Account balance subject to the provisions of this
                  Section 7.10 shall be applied to the purchase of an annuity
                  for the life of the Participant's surviving spouse.

         (b)      The Participant may elect to waive such survivor annuity death
                  benefit during the period commencing on the first day of the
                  Plan Year in which the Participant attains age thirty-five
                  (35) (or the date he terminates employment, if earlier) and
                  ending on the date of his death. Any such election, however,
                  shall not take effect unless it is accompanied by the written
                  consent of the Participant's spouse, which consent
                  acknowledges the effect of such election and is witnessed by a
                  Plan representative or a notary public. A Participant who will
                  not yet attain age thirty-five (35) as of the end of any
                  current Plan Year may make a special qualified election to
                  waive the qualified pre-retirement survivor annuity for the
                  period beginning on the date of such election and ending on
                  the first day of the Plan Year in which the Participant will
                  attain age thirty-five (35). Such election shall not be valid
                  unless the Participant receives a written explanation of the
                  qualified pre-retirement survivor annuity in such terms as are
                  comparable to the explanation required under Section 7.9(c).
                  Qualified pre-retirement survivor annuity

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                  coverage shall be reinstated automatically as of the first day
                  of the Plan Year in which the Participant attains age
                  thirty-five (35). Any new waiver on or after such date shall
                  be subject to the full requirements of this Section .

                  The election to waive such survivor annuity death benefit must
                  be made in writing in a form acceptable to the Administrator
                  and must include the Participant's designation of a
                  Beneficiary. The designation of a Beneficiary may not be
                  changed unless a new consent is signed by the Participant's
                  spouse.

                  Following the death of the Participant, the Participant's
                  surviving spouse may elect to waive the survivor annuity death
                  benefit. In the event of such an election, hereunder, any
                  death benefit derived from the portion of the Participant's
                  Account, otherwise subject to the provisions of this Section
                  7.10, shall be paid to the Participant's surviving spouse or
                  other Beneficiary in accordance with the provisions of Section
                  7.1.

         (c)      The Administrator shall furnish to each Participant, subject
                  to the provisions of this Section 7.10, a written explanation
                  of: (1) the terms and conditions of the survivor annuity; (2)
                  the Participant's right to make, and the effect of, an
                  election to waive the survivor annuity, and to revoke such
                  election; and (3) the right of the Participant's spouse to
                  prevent such an election by withholding the necessary consent.
                  Such explanation shall be provided to the Participant within
                  the period beginning on the later of the first day of the Plan
                  Year in which the Participant attains age thirty-two (32) and
                  ending on the last day of the Plan Year preceding the Plan
                  Year in which the Participant attains age thirty-five (35), or
                  within a reasonable period after the Participant commences
                  participation in the Plan, or after the Participant separates
                  from Service if the Participant has not attained age
                  thirty-five (35) at the time of his separation from Service.

         For purposes of the preceding paragraph, a "reasonable period" shall
         mean the end of the two (2)-year period beginning one (1) year prior to
         the date the applicable event occurs, and ending one (1) year after
         that date. In the case of a Participant who separates from Service
         before the Plan Year in which age thirty-five (35) is attained, notice
         shall be provided within the two (2) year period beginning one (1) year
         prior to separation and ending one (1) year after separation. If such a
         Participant thereafter returns to employment with the Employer, the
         applicable period for such Participant shall be redetermined.

         Notwithstanding the foregoing, the provisions of this Section shall not
         apply if the vested balance of the Participant's Account subject to the
         provisions of this Section does not exceed $3,500.

4.       Section 8.1 of the Plan shall be amended by adding the following
         paragraph to the conclusion of said Section:

         Notwithstanding the foregoing provisions of this Section 8.1, if the
         Participant requesting a loan from the Plan is married, and if any
         portion of the Participant's loan shall consist of amounts transferred
         from the Vector Research Company, Inc. Profit Sharing and/or Pension
         Plans, no such loan shall be extended without the written and notarized
         consent of the Participant's spouse.


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5.       Sections 8.2 and 8.3 of the Plan shall be amended to read in their
         entirety as follows:

         8.2 HARDSHIP DISTRIBUTIONS. In the case of a financial hardship
         resulting from a proven immediate and heavy financial need, a
         Participant may receive a distribution not to exceed the lesser of (i)
         the vested value of the Participant's Account (without regard to any
         fail-safe contributions made under Article Ten, any income allocable to
         his elective deferrals earned after December 31, 1988, and any amounts
         transferred from the Vector Research Company, Inc. Profit Sharing
         and/or Pension Plans in connection with the merger of such plan(s))
         determined as of the Valuation Date immediately preceding such
         withdrawal request, or (ii) the amount necessary to satisfy the
         financial hardship. The amount of any such immediate and heavy
         financial need may include any amounts necessary to pay Federal, state
         or local income taxes or penalties reasonably anticipated to result
         from the distribution. Such distribution shall be made in accordance
         with nondiscriminatory and objective standards consistently applied by
         the Administrator. Hardship distributions under this Section shall be
         deemed to be the result of an immediate and heavy financial need if
         such distribution is to (a) pay expenses for medical care (as described
         in Section 213(d) of the Code) previously incurred by the Participant,
         the Participant's spouse, or any dependents of the Participant (as
         defined in Section 152 of the Code), or to permit the Participant, the
         Participant's spouse, or any dependents of the Participant to obtain
         such medical care, (b) purchase the principal residence of the
         Participant (excluding mortgage payments), (c) pay tuition and related
         educational fees for the next twelve (12) months of post-secondary
         education for the Participant, Participant's spouse, or any of the
         Participant's dependents or (d) prevent the eviction of the Participant
         from his principal residence or foreclosure on the Participant's
         principal residence. In addition, any hardship distribution hereunder
         shall only be made provided that the funds for such hardship are not
         available from other financial resources of the Participant, the
         Participant's spouse or the Participant's children. Distributions paid
         pursuant to this Section shall be deemed to be made as of the Valuation
         Date immediately preceding the hardship distribution, and the
         Participant's Account shall be reduced accordingly.

         The provisions of this Section (relating to hardship distributions) are
         intended to comply with Treasury Regulations issued under Section 
         401(k) of the Code, and shall be so interpreted.

         8.3 WITHDRAWALS AFTER AGE 59-1/2. After attaining age fifty-nine and
         one-half (59-1/2), a Participant, by giving written notice to the
         Administrator, may withdraw from the Plan a sum (a) not in excess of
         the credit balance of his vested Account as of the Valuation Date
         preceding such notice (without regard to any amounts transferred from
         the Vector Research Company, Inc. Profit Sharing and/or Pension Plans
         in connection with the merger of such plan(s)) and (b) not less than
         such minimum amount as the Administrator may establish from time to
         time to facilitate administration of the Plan. Any such withdrawals
         shall be made in accordance with nondiscriminatory and objective
         standards consistently applied by the Administrator.

6.       Except as hereinabove amended, the provisions of the Plan shall
         continue in full force and effect.



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IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Amendment to be executed on the 12th day of August , 1996.


                           ANALYSIS & TECHNOLOGY, INC.




                                    By: /s/ David M. Nolf
                                        --------------------------------------
                                        David M. Nolf
                                        Executive Vice President
