
<PAGE>   1
                                                                     EXHIBIT 10V


                           CHANGE IN CONTROL AGREEMENT

            THIS AGREEMENT entered into as of the 6th day of March, 1997 by and
between Analysis & Technology, Inc. (the "Company"), and _______________ (the
"Executive").

            WHEREAS, the Board of Directors of the Company (the "Board")
recognizes that the threat of, or the occurrence of, a Change in Control (as
hereinafter defined) can result in significant distraction of its key management
personnel because of the uncertainties inherent in such a situation;

            WHEREAS, the Board has determined that it is essential and in the
best interest of the Company and its shareholders to retain the services of the
Executive in the event of a threat, or occurrence of, a Change in Control and to
ensure his continued dedication and efforts in such event without undue concern
for his personal financial and employment security; and

            WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat, or the occurrence of, a
Change in Control, the Company desires to enter into this Agreement with the
Executive to provide the Executive with certain benefits, in the event his
employment is terminated as a result of, or in connection with, a Change in
Control, including but not limited to the payment to the Executive of a
severance payment in the amount of two* times the Executive's base salary and
target bonus and continuation of the Executive's benefits for 24** months.

            NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

1.    TERM.

      a)    The "Protected Period" shall commence on the first date during the
            Term of this Agreement (as defined in Section 1(c) below) on which a
            Change in Control (as hereinafter defined) occurs (the "Effective
            Date") and shall expire on the second anniversary of the Effective
            Date.

      b)    Notwithstanding anything contained in this Agreement to the
            contrary, if the Executive's employment is terminated prior to
            the Effective Date and the Executive reasonably demonstrates that
            such termination (1) was at the request of a Third Party (as
            hereinafter defined) who has effectuated a Change in Control or

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*  2.0 is the multiplier for first tier executives; 1.50 is the multiplier for
   second tier executives.

** 24 months is the period for first tier executives; 18 months for second
   tier executives.
<PAGE>   2
            (2) otherwise occurred in connection with, or in anticipation of,
            a Change in Control, then for all purposes of this Agreement, the
            Effective Date shall mean the day immediately prior to the date
            of such termination of the Executive's employment.

      c)    The "Term" of this Agreement shall be the three (3) year period
            commencing on the date hereof; provided, however, that the Term
            shall be automatically extended for one (1) year on the
            anniversary of the date hereof and on each year thereafter unless
            the Company shall have given written notice to the Executive at
            least ninety (90) days prior thereto that the Term shall not be
            so extended; and provided further, however, that notwithstanding
            any such notice by the Company not to extend, the Term shall not
            end if prior to the expiration thereof any Third Party has
            indicated an intention or taken steps reasonably calculated to
            reflect a Change in Control, in which event the Term shall end
            only after such Third Party publicly announces that it has
            abandoned all efforts to effect a Change in Control.

2.    TERMINATION FOLLOWING CHANGE IN CONTROL.

      a)    If a Change in Control of the Company shall have occurred while
            the Executive is still an employee of the Company, the Executive
            shall be entitled to the compensation provided in Section 3 of
            this Agreement upon the subsequent termination of the Executive's
            employment with the Company by the Executive or by the Company
            unless such termination is as a result of (i) the Executive's
            death; (ii) the Executive's termination by the Company for Cause
            (as defined in Section 2(b) below); (iii) the Executive's
            Disability (as defined in Section 2(c) below); or (iv) the
            Executive's decision to terminate employment other than for Good
            Reason (as defined in Section 2(d) below).

      b)    The Company may terminate the Executive's employment for "Cause."
            A termination of employment is for "Cause" if the Executive (1)
            has been convicted of a felony or (2) intentionally engaged in
            conduct which is demonstrably and materially injurious to the
            Company, monetarily or otherwise or (3) engaged in gross
            misconduct; provided, however that no termination of the
            Executive's employment shall be for Cause as set forth in clauses
            (2) or (3) above until (i) there shall have been delivered to the
            Executive a copy of a written notice setting forth that the
            Executive was guilty of the conduct set forth in clause (2) or
            (3) and specifying the particulars thereof in detail, and (ii)
            the Executive shall have been provided an opportunity to be heard
            by the Board (with the assistance of the Executive's counsel if
            the Executive so desires).  No act, nor failure to act, on the
            Executive's part, shall be considered "intentional"  unless he
            has acted, or failed to act, with an absence of good faith and
            without a reasonable belief that his action or failure to act was
            in the best interest of the Company.  Notwithstanding anything
            contained in this Agreement to the contrary, no failure to
            perform by the Executive after a Notice of Termination is given 


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            by the Executive shall constitute Cause for purposes of this 
            Agreement.

      c)    The Company may terminate the Executive's employment after having
            established the Executive's Disability.  For purposes of this
            Agreement, "Disability" means a physical or mental infirmity
            which impairs the Executive's ability to substantially perform
            his duties under this Agreement which continues for a period of
            at least one hundred eighty (180) consecutive days.  The
            Executive shall be entitled to the compensation and benefits
            provided for under this Agreement for any period during the Term
            hereof and prior to the establishment of the Executive's
            Disability during which the Executive is unable to work due to a
            physical or mental infirmity.   Notwithstanding anything
            contained in this Agreement to the contrary, until the
            Termination Date specified in a Notice of Termination (as each
            term is hereinafter defined) relating to the Executive's
            Disability, the Executive shall be entitled to return to his
            position with the Company as set forth in this Agreement in which
            event no Disability of the Executive will be deemed to have
            occurred; provided that the Executive provides the Company with a
            report from his personal physician certifying that the Executive
            is fit to return to work.

      d)    The Executive may terminate his employment for "Good Reason." For
            purposes of this Agreement, "Good Reason" shall mean the occurrence
            after a Change in Control of any of the events or conditions
            described in Subsections (i) through (ix) hereof:

            (i)    a change in the Executive's title, position or
                   responsibilities (including, reporting responsibilities)
                   without the Executive's written consent which represents an
                   adverse change from his title, position or responsibilities
                   as in effect immediately prior thereto; the assignment to the
                   Executive of any duties or responsibilities which are
                   inconsistent with his title, position or responsibilities; or
                   any removal of the Executive from or failure to reappoint or
                   reelect him to any of such offices or positions, except in
                   connection with the termination of his employment for
                   Disability, Cause, as a result of his death, or by the
                   Executive other than for Good Reason;

            (ii)   a reduction in the Executive's Base Salary or any failure to
                   pay the Executive any compensation or benefits to which he is
                   entitled within ten days of the date due;

            (iii)  the Company's requiring the Executive to be based at any
                   place outside a 50-mile radius from the work location at
                   which the Executive was based on the Effective Date, except
                   for reasonably required travel on the Company's business
                   which is not greater than such travel requirements prior to
                   the Change in Control;


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            (iv)   the failure by the Company to provide the Executive with
                   compensation (including both Base Salary and bonus
                   compensation) and benefits, in the aggregate, at least equal
                   (in terms of benefit levels and/or reward opportunities) to
                   those provided for under the compensation or employee benefit
                   plans, programs and practices as in effect at any time within
                   ninety (90) days preceding the Effective Date or at any time
                   thereafter;

            (v)    the insolvency or the filing (by any party, including the
                   Company) of a petition for bankruptcy of the Company;

            (vi)   any material breach by the Company of any provision of this
                   Agreement;

            (vii)  any purported termination of the Executive's employment for
                   Cause by the Company which does not comply with the terms of
                   Section 2(b); or

            (viii) the failure of the Company to obtain an agreement,
                   satisfactory to the Executive, from any successor or assign
                   of the Company to assume and agree to perform this Agreement,
                   as contemplated in Section 6 hereof.

            (ix)   The failure by the Company to provide equivalent or greater
                   vacation, holiday and sick leave to that available to the
                   Executive immediately prior to the effective date.

      e)    Any event or condition described in Section 2(d)(1)(i) through
            (ix) which occurs prior to a Change in Control but which the
            Executive reasonably demonstrates (A) was at the request of a
            third party who has indicated an intention or taken steps
            reasonably calculated to effect a Change in Control (a "Third
            Party"), or (B) otherwise arose in connection with, or in
            anticipation of a Change in Control, shall constitute Good Reason
            for purposes of this Agreement notwithstanding that it occurred
            prior to the Change in Control.

      f)    The Executive's right to terminate his employment pursuant to
            Section 2(d) shall not be affected by his incapacity due to physical
            or mental illness.

3.    COMPENSATION UPON TERMINATION.  Upon termination of the Executive's
      employment during the Protected Period, the Executive shall be entitled
      to the following benefits:

      a)    If the Executive's employment with the Company shall be
            terminated (1) by the Company for Cause or Disability, (2) by
            reason of the Executive's death, or (3) by the Executive other
            than for Good Reason, the Company shall pay the Executive all
            amounts earned or accrued through the Termination Date but not
            paid as of the Termination Date, including (i) Base Salary (as
            hereinafter defined), (ii) reimbursement for reasonable and
            necessary expenses incurred by the Executive on behalf of the
            Company during the period ending on the Termination Date, (iii)


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            vacation and holiday pay, and (iv) sick leave (collectively,
            "Accrued Compensation").  In addition to the foregoing, if the
            Executive's employment is terminated by the Company for
            Disability or by reason of the Executive's death, the Company
            shall pay to the Executive or his beneficiaries an amount equal
            to the "Pro Rata Target Bonus" (as hereinafter defined).  The
            term "Base Salary" means the Executive's annual base salary as in
            effect at any time within ninety (90) days preceding the
            Effective Date, and as may be increased from time to time
            (hereinafter referred to as the "Base Salary").  The "Pro Rata
            Target Bonus" is an amount equal to the Executive's full Target
            Bonus for the current fiscal year of the Company determined in
            accordance with the Company's Incentive Compensation Plan (the
            "Target Bonus") multiplied by a fraction the numerator of which
            is the number of days in such fiscal year through the Termination
            Date and the denominator of which is 365.  The Executive's
            entitlement to any other compensation or benefits shall be
            determined in accordance with the Company's employee benefit
            plans and other applicable programs and practices then in effect.

      b)    If the Executive's employment with the Company shall be terminated
            (other than by reason of death), (1) by the Company other than for
            Cause or Disability, or (2) by the Executive for Good Reason, the
            Executive shall be entitled to the following:

            (i)    the Company shall pay the Executive all Accrued Compensation
                   and a Pro-Rata Target Bonus;

            (ii)   the Company shall pay the Executive as severance pay and in
                   lieu of any further compensation for periods subsequent to
                   the Termination Date, in a single payment an amount (the
                   "Severance Amount") in cash equal to two* times the sum of
                   (A) the Executive's Base Salary at the highest rate in effect
                   at any time subsequent to the 90th day prior to the Effective
                   Date and (B) the Executive's Target Bonus;

            (iii)  for twenty-four** (24) months (the "Continuation Period"),
                   the Company shall at its expense continue on behalf of the
                   Executive and his dependents and beneficiaries the life
                   insurance, disability, medical, dental and hospitalization
                   benefits provided to the Executive immediately prior to the
                   Termination Date (unless such termination is based on the
                   reduction in the Executive's benefits, in which case the
                   Executive's benefits shall be deemed to be those in effect
                   immediately prior to such reduction). The Company's
                   obligation hereunder with respect to the foregoing benefits
                   shall be limited to the extent that the Executive obtains any
                   such benefits pursuant to a subsequent employer's benefit
                   plans, in which case the Company may

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*  2.0 is the multiplier for first tier executives; 1.50 is the multiplier for
   second tier executives.

** 18 months for second tier executives.


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<PAGE>   6
                   reduce the coverage of any benefits it is required to provide
                   the Executive hereunder so long as the aggregate coverages 
                   and benefits of the combined benefit plans is no less 
                   favorable to the Executive than the coverages and benefits 
                   required to be provided hereunder. This Subsection (iii) 
                   shall not be interpreted so as to limit any benefits to which
                   the Executive, his dependents or beneficiaries may be 
                   entitled under any of the Company's employee benefit plans, 
                   programs or practices following the Executive's termination 
                   of employment. Following the expiration of the Continuation
                   Period, the Company shall make available to the Executive
                   continuation of medical, dental and hospitalization insurance
                   coverage in accordance with the provisions of the
                   Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The
                   full cost of said COBRA coverage shall be paid by the
                   Executive in accordance with the Company's practice in
                   connection with such coverage;

            (iv)   the Company shall pay to the Executive in a single payment in
                   cash equal to the contribution which the Company would have
                   made to any defined contribution plan including, but not
                   limited to, the Company's Savings and Investment Plan and its
                   401(k) Restitution Plan assuming participation by the
                   Executive in any such plan to the maximum level permitted
                   thereunder for an additional period of two* (2) years;

            (v)    If not previously lapsed, the restrictions on any outstanding
                   stock options granted to the Executive under the Company's
                   Stock Option Plans shall lapse and all stock options granted
                   to the Executive shall become immediately exercisable and
                   shall become 100% vested; and

            (vi)   During the Continuation Period, the Company shall at its
                   expense provide outplacement services until the sooner of the
                   Executive's re-employment or 24* months following the date of
                   termination of employment to the Executive from an
                   outplacement agency selected by the Executive and reasonably
                   acceptable to the Company.

      c)    The amounts provided for in Sections 3(a) and 3(b)(i), (ii), (iii)
            and (iv) shall be paid within ten days after the Executive's
            Termination Date.

      d)    The Executive shall not be required to mitigate the amount of any
            payment provided for in this Agreement by seeking other employment
            or otherwise and no such payment shall be offset or reduced by the
            amount of any compensation or benefits provided to the Executive in
            any subsequent employment except as provided in Section 3(b)(iii).

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* 18 months for second tier executives.

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      e)    The severance pay and benefits provided for in Sections 3(a) and
            3(b)(i) and (ii) shall be in lieu of any other severance pay to
            which the Executive may be entitled under any Company severance
            plan, program or arrangement.

4.    DEFINITIONS.

      a)    CHANGE IN CONTROL.  For purposes of this Agreement, a "Change in
            Control" shall mean any of the following events:

            (i)    An acquisition (other than directly from the Company) of any
                   voting securities of the Company (the "Voting Securities") by
                   any "Person" (as the term person is used for purposes of
                   Section 13(d) or 14(d) of the Securities Exchange Act of
                   1934, as amended (the "Exchange Act") except that a Person
                   shall not include any employee benefit plan maintained by the
                   Corporation) immediately after which such Person has
                   "Beneficial Ownership" (within the meaning of Rule 13d-3
                   promulgated under the Exchange Act) of twenty-five percent
                   (25%) or more of the combined voting power of the Company's
                   then outstanding Voting Securities;

            (ii)   The individuals who, as of the date of this Agreement are
                   members of the Board (the "Incumbent Board"), cease for any
                   reason to constitute at least two-thirds of the members of
                   the Board; provided, however, that if the election, or
                   nomination for election by the Company's common shareholders,
                   of any new director was approved by a vote of at least
                   two-thirds of the Incumbent Board, such new director shall,
                   for purposes of this Plan, be considered as a member of the
                   Incumbent Board; provided further, however, that no
                   individual shall be considered a member of the Incumbent
                   Board if such individual initially assumed office as a result
                   of either an actual or threatened "Election Contest" (as
                   described in Rule 14a-11 promulgated under the Exchange Act)
                   or other actual or threatened solicitation of proxies or
                   consents by or on behalf of a Person other than the Board (a
                   "Proxy Contest") including by reason of any agreement
                   intended to avoid or settle any Election Contest or Proxy
                   Contest; or

            (iii)  Approval by shareholders of the Company of:

                  (1)   A merger, consolidation or reorganization involving the
                        Company, unless such merger, consolidation or
                        reorganization is a "Non-Control Transaction." A
                        "Non-Control Transaction" shall mean a merger,
                        consolidation or reorganization of the Company where:

                        (A)   the shareholders of the Company, immediately
                              before such merger, consolidation or
                              reorganization, own directly or indirectly


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                              immediately following such merger, consolidation
                              or reorganization, at least sixty percent (60%) of
                              the combined voting power of the outstanding
                              voting securities of the corporation resulting
                              from such merger or consolidation or
                              reorganization (the "Surviving Corporation") in
                              substantially the same proportion as their
                              ownership of the Voting Securities immediately
                              before such merger, consolidation or
                              reorganization,

                        (B)   the individuals who were members of the Incumbent
                              Board immediately prior to the execution of the
                              agreement providing for such merger, consolidation
                              or reorganization constitute at least two-thirds
                              of the members of the board of directors of the
                              Surviving Corporation, or a corporation
                              beneficially directly or indirectly owning a
                              majority of the Voting Securities of the Surviving
                              Corporation, and

                        (C)   no Person other than (i) the Company, (ii) any
                              subsidiary, (iii) any employee benefit plan (or
                              any trust forming a part thereof) maintained by
                              the Company, the Surviving Corporation, or any
                              subsidiary, or (iv) any Person who, immediately
                              prior to such merger, consolidation or
                              reorganization had Beneficial Ownership of forty
                              percent (40%) or more of the then outstanding
                              Voting Securities), has Beneficial Ownership of
                              forty percent (40%) or more of the combined voting
                              power of the Surviving Corporation's then
                              outstanding voting securities.

                  (2)   A complete liquidation or dissolution of the Company; or

                  (3)   An agreement for the sale or other disposition of all or
                        substantially all of the assets of the Company to any
                        Person (other than a transfer to a subsidiary).

      b)    NOTICE OF TERMINATION.  For purposes of this Agreement, a "Notice
            of Termination" shall mean a notice which indicates the specific
            termination provision in this Agreement, if any, relied upon and
            shall set forth in reasonable detail the facts and circumstances
            claimed to provide a basis for termination of the Executive's
            employment under the provision so indicated.  Any purported
            termination by the Company or by the Executive shall be communicated
            by written Notice of Termination to the other.  For purposes of this
            Agreement, no such purported termination of employment shall be 
            effective without such Notice of Termination.


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      c)    TERMINATION DATE.  For purposes of this Agreement, "Termination
            Date" shall mean in the case of the Executive's death, his date
            of death, or in all other cases, the date specified in the Notice
            of Termination subject to the following:

            (i)   If the Executive's employment is terminated by the Company
                  for Cause or due to Disability, the date specified in the
                  Notice of Termination shall be at least thirty (30) days
                  from the date the Notice of Termination is given to the
                  Executive, provided that in the case of Disability the 
                  Executive shall not have returned to the full-time performance
                  of his duties during such period of at least thirty (30) days;
                  and

            (ii)  If the Executive's employment is terminated for Good Reason
                  the date specified in the Notice of Termination shall not be
                  more than thirty (30) days from the date the Notice of
                  Termination is given to the Company.

5.    BENEFIT LIMITATIONS

      a)    In the event that any payment (within the meaning of Section 
            280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
            "Code"), to the Executive or for his benefit paid or payable or
            distributed or distributable pursuant to the terms of this Agreement
            or otherwise in connection with, or arising out of, his employment
            with the Company or a change in ownership or effective control of
            the Company or of a substantial portion of its assets (a "Payment"
            or "Payments"), would be subject to the excise tax imposed by
            Section 4999 of the Code or any interest or penalties are incurred
            by the Executive with respect to such excise tax (such excise tax,
            together with any such interest and penalties, are hereinafter
            collectively referred to as the "Excise Tax"), then the payments to
            be paid to the Executive under Section 3 of this Agreement (the
            "Severance Payments") shall be reduced to the largest amount that
            will result in no portion of the Severance Payments being subject to
            the excise tax imposed by section 4999 of the Code.

      b)    An initial determination as to whether a reduction of Severance
            Payments is required pursuant to this Agreement shall be made at the
            Company's expense by an accounting firm selected by the Company and
            reasonably acceptable to the Executive which is designated as one of
            the five largest accounting firms in the United States (the
            "Accounting Firm"). The Accounting Firm shall provide its
            determination (the "Determination"), together with detailed
            supporting calculations and documentation to the Company and the
            Executive within five days of the Termination Date if applicable, or
            such other time as requested by the Company or by the Executive
            (provided the Executive reasonably believes that any of the Payments
            may be subject to the Excise Tax) and if the Accounting Firm
            determines that no Excise Tax is payable by the Executive with
            respect to a Payment or Payments, it shall furnish the Executive
            with an opinion reasonably acceptable to the Executive that no
            Excise Tax will be imposed with respect to any such Payment or 


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            Payments. Within ten days of the delivery of the Determination to
            the Executive, the Executive shall have the right to dispute the
            Determination (the "Dispute"). If there is no Dispute, the
            Determination shall be binding, final and conclusive upon the
            Company and the Executive subject to the application of Section 5(c)
            below.

      c)    In the event the Accounting Firm shall determine that Payments would
            constitute an "excess parachute payment" thereby necessitating that
            Severance Payments be reduced in part, the Executive may consult
            with the Company in determining the priority in which any benefit
            payment shall be reduced. Any such joint determination must be made
            no later than seven (7) days prior to the next regular full-pay
            cycle, otherwise the Company's decision of which benefits shall be
            reduced or eliminated shall be final.

6.    SUCCESSORS AND ASSIGNS.

      a)    This Agreement shall be binding upon and shall inure to the
            benefit of the Company, its successors and assigns and the Company
            shall require any successor or assign to expressly assume and agree
            to perform this Agreement in the same manner and to the same extent
            that the Company would be required to perform it if no such
            succession or assignment had taken place. The term "Company" as used
            herein shall include such successors and assigns. The term
            "successors and assigns" as used herein shall mean a corporation or
            other entity acquiring all or substantially all the assets and
            business of the Company (including this Agreement) whether by
            operation of law or otherwise.

      b)    Neither this Agreement nor any right or interest hereunder shall be
            assignable or transferable by the Executive, his beneficiaries or
            legal representatives, except by will or by the laws of descent and
            distribution. This Agreement shall inure to the benefit of and be
            enforceable by the Executive's legal personal representative.

7.    FEES AND EXPENSES.  The Company shall pay the reasonable legal fees and
      related expenses (including the costs of experts, evidence and counsel)
      incurred by the Executive as they become due as a result of (a) the
      Executive's termination of employment (including all such fees and
      expenses, if any, incurred in contesting or disputing any such termination
      of employment), (b) the Executive seeking to obtain or enforce any right
      or benefit provided by this Agreement or by any other plan or arrangement
      maintained by the Company under which the Executive is or may be entitled
      to receive benefits, or (c) the Executive's hearing before the Board as
      contemplated in Section 2(b) of this Agreement; provided, however, that
      the circumstances set forth in clauses (a) and (b) (other than as a result
      of the Executive's termination of employment under circumstances described
      in Section 1 (b)) occurred on or after a Change in Control.


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8.    NOTICE.  For the purposes of this Agreement, notices and all other
      communications provided for in the Agreement (including the Notice of
      Termination) shall be in writing and shall be deemed to have been duly
      given when personally delivered, delivered by a nationally recognized
      overnight delivery service, or sent by certified mail, return receipt
      requested, postage prepaid, addressed to the respective addresses last
      given by each party to the other, provided that all notices to the Company
      shall be directed to the attention of the Board with a copy to the
      Secretary of the Company. All notices and communications shall be deemed
      to have been received on the date of delivery thereof or on the third
      business day after the mailing thereof, except that notice of change of
      address shall be effective only upon receipt.

9.    NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall prevent or
      limit the Executive's continuing or future participation in any benefit,
      bonus, incentive or other plan or program provided by the Company or any
      of its subsidiaries and for which the Executive may qualify, nor shall
      anything herein limit or reduce such rights as the Executive may have
      under any other agreements with the Company or any of its subsidiaries.
      Amounts which are vested benefits or which the Executive is otherwise
      entitled to receive under any plan or program of the Company or any of its
      subsidiaries shall be payable in accordance with such plan or program,
      except as explicitly modified by this Agreement.

10.   SETTLEMENT OF CLAIMS. The Company's obligation to make the payments
      provided for in this Agreement and otherwise to perform its obligations
      hereunder shall not be affected by any circumstances, including, without
      limitation, any setoff, counterclaim, defense, recoupment, or other right
      which the Company may have against the Executive or others.

11.   MISCELLANEOUS.  No provision of this Agreement may be modified, waived
      or discharged unless such waiver, modification or discharge is agreed to
      in writing and signed by the Executive and the Company. No waiver by
      either party hereto at any time of any breach by the other party hereto
      of, or compliance with, any condition or provision of this Agreement to be
      performed by such other party shall be deemed a waiver of similar or
      dissimilar provisions or conditions at the same or at any prior or
      subsequent time. No agreement or representations, oral or otherwise,
      express or implied, with respect to the subject matter hereof have been
      made by either party which are not expressly set forth in this Agreement.

12.   GOVERNING LAW. This Agreement shall be governed by and construed and
      enforced in accordance with the laws of the State of Connecticut without
      giving effect to the conflict of law principles thereof. Any action
      brought by any party to this Agreement shall be brought and maintained in
      a court of competent jurisdiction in county of the State of Connecticut.


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13.   SEVERABILITY.  The provisions of this Agreement shall be deemed severable 
      and the invalidity or unenforceability of any provision shall not affect
      the validity or enforceability of the other provisions hereof.

14.   NO GUARANTEED EMPLOYMENT.  The Executive and the Company acknowledge that,
      except as may otherwise be provided under any other written agreement
      between the Executive and the Company, the employment of the Executive by
      the Company is "at will" and, prior to the Effective Date, may be
      terminated by either the Executive or the Company at any time. Moreover,
      if prior to the Effective Date, the Executive's employment with the
      Company terminates, the Executive shall have no further rights under this
      Agreement.

15.   ARBITRATION.  All disputes under this Agreement shall be resolved under 
      the then-current National Rules for the Resolution of Employment Disputes
      of the American Arbitration Association. The arbitration shall be before a
      single Arbitrator appointed according to said rules and shall take place
      within ten (10) miles of the geographic limit of the Town of North
      Stonington, Connecticut, if the Executive was employed in Connecticut on
      the day before the Effective Date or within ten (10) miles of the limits
      of the municipality in which the Executive was employed on the day before
      the Effective Date, if the Executive was employed on such date in any
      other State. The Arbitrator shall have no authority to add to, subtract
      from, amend, revise, enlarge or disregard any of the provisions of this
      Agreement. Subject to law, the Arbitrator's award shall be final and
      binding upon all parties and judgment upon said award may be enforced in
      any court of competent jurisdiction.

16.   ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
      between the parties hereto and supersedes all prior agreements, if any,
      understandings and arrangements, oral or written, between the parties
      hereto with respect to the subject matter hereof.


                                      -12-
<PAGE>   13
            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.

ANALYSIS & TECHNOLOGY, INC.


By:____________________________     By:____________________________
    Title:                              (name)[Executive]

State of Connecticut
County of New London

Subscribed and sworn to (or affirmed) before me this 6th day of March, 1997.


                                    ____________________________
                                    Notary Public
                                    Date Commission Expires:  


                                      -13-
<PAGE>   14
                          CHANGE IN CONTROL AGREEMENT

                     List of Tier 1 and Tier 2 "Executives"

The following list of individuals comprise the "Executives" as of June 1, 1997,
who are parties to the Form of Change In Control Agreement filed as Exhibit 10V
hereto:

TIER 1:
Gary P. Bennett
David M. Nolf
Jay W. Ryerson



TIER 2:
Robert M. Gorman
Stephen E. Johnston
James R. Lavoie
Joseph M. Marino
Richard P. Mitchell
Gerald Snyder
V. Lehman Woods
