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                              AMENDED AND RESTATED
                       PERFORMANCE ENGINEERING CORPORATION
                       NONQUALIFIED EXECUTIVE SUPPLEMENTAL
                          RETIREMENT PROGRAM AGREEMENT

         THIS AMENDED AND RESTATED AGREEMENT is effective as of the 31st day of
December, 1998 ("Effective Date"), by and between Performance Engineering
Corporation, a Virginia corporation ("PEC"), and each individual employee who
has executed a counterpart of this Agreement ("Employee").

                                   WITNESSETH:

         WHEREAS, Employee is a member of a select group of management or highly
compensated employees of PEC; and

         WHEREAS, PEC recognizes the valuable services heretofore performed for
it by Employee and wishes to encourage continued employment; and

         WHEREAS, the parties desire to specify the terms and conditions under
which the Employee may defer a portion of compensation otherwise payable to him
or her and under which PEC shall pay such deferred compensation to the Employee
or designated beneficiary; and

         WHEREAS, the parties intend that the deferred compensation arrangement
created by this Agreement shall be unfunded for federal income tax purposes and
for purposes of the Employee Retirement Income Act of 1974, as amended;

         NOW, THEREFORE, in consideration of the mutual premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1. DEFERRED COMPENSATION. Commencing on the Effective Date and for each
calendar year thereafter that this Agreement is in effect and continuing through
the date on which the Employee's employment terminates, PEC shall irrevocably
accrue as deferred compensation on the Employee's behalf an amount equal to the
Employee's Deferral Percentage of any compensation otherwise payable to the
Employee. The accrued deferred compensation shall be credited to the Employee's
Deferred Compensation Account in accordance with Section 4 herein.

         2. EMPLOYEE'S DEFERRAL PERCENTAGE. The Employee's Deferral Percentage
shall be that percentage of all regular salary payments payable to the Employee
during the calendar year, up to a maximum percentage, such that the annual
amount to be deferred by the Employee under this Agreement plus the Employee's
401(k) plan annual deferral amount, if any, does not exceed 15%, and that
percentage of any bonus that PEC may award to the Employee during or for any
calendar year, up to a maximum of 100%, which the Employee elects to defer in
accordance with the provisions of this Agreement. In no event shall the actual
amount of regular salary payments deferred by the Employee under this Agreement
plus the Employee's 401(k) plan annual deferral amount exceed 15% of the
Employee's annual salary.



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         The Employee's Deferral Percentage shall be elected by the Employee by
written notice filed by said Employee with the payroll department of PEC in
substantially the form attached hereto as Exhibit A, specifying the percentage
of salary payments and/or bonus to be deferred. The Employee's Deferral
Percentage may be changed from time to time by the Employee only by written
notice.

         3. PEC VOLUNTARY CONTRIBUTION. PEC may, in its sole and arbitrary
discretion, credit such additional amounts, referred to as a PEC Voluntary
Contribution, to the Employee's Deferred Compensation Account in accordance with
Section 4 herein. Any PEC Voluntary Contribution shall be irrevocable and be
deemed vested for purposes of this Agreement only five (5) years after the date
such PEC Voluntary Contribution is credited by PEC to the Employee's Deferred
Contribution Account.

         4. DEFERRED COMPENSATION ACCOUNT. PEC shall maintain on its books a
Deferred Compensation Account in the name of the Employee to which any deferred
amounts under Section 1 and Section 3 shall be credited. PEC shall maintain book
entries to distinguish between the Employee Deferral Percentage and the PEC
Voluntary Contribution, if any, of the Employee's Deferred Compensation Account.
The Deferred Compensation Account shall remain the property of PEC subject to
the claims of its general creditors. The Employee shall have no rights to such
Deferred Compensation Account other than those of a general creditor of PEC.

         Any portion of the Employee's Deferred Compensation Account may be
invested by PEC as it may deem appropriate. To the extent the Deferred
Compensation Account is invested in stocks, bonds, mutual funds, money market or
similar accounts, the Deferred Compensation Account shall be credited with the
gains and losses from such investment.

         5.       RETIREMENT BENEFIT.

                  (a) PEC shall pay the Employee the Employee's entire Deferred
Compensation Account, at the request of Employee, upon the retirement of the
Employee from employment with PEC upon reaching age sixty-five (65). Such amount
shall be paid in three (3) equal annual payments, as adjusted to reflect
investment gains and losses during the payout period, with the first annual
payment payable within thirty (30) days of the Employee reaching age sixty-five
(65).

                  (b) The Employee shall have the option, upon attaining age
sixty-five (65), to elect to receive the entire Deferred Compensation Account,
notwithstanding continued employment with PEC after reaching age sixty-five
(65). Employee's election to receive the Deferred Compensation Account
notwithstanding continued employment must be made in writing at least thirty
(30) days prior to Employee reaching age sixty-five (65). Such amount, if
elected, shall be paid in three (3) equal annual payments, as adjusted to
reflect investment gains and losses during the payout period, with the first
annual payment payable within thirty (30) days of the employee reaching age
sixty-five (65). Any such election under this subsection shall be irrevocable
and shall result in the termination of Employee's right to any further deferrals
or PEC voluntary contributions hereunder.



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                  (c) The Employee shall have the option, upon attaining age
fifty-five (55), to elect to receive the Employee's entire Deferred Compensation
Account on the strict condition that said Employee completely retires from PEC
and agrees, in writing, not to engage, for a period of five (5) years, directly
or indirectly, individually or as an employee, partner, officer, director,
stockholder (other than a Stockholder holding less than a five percent (5%)
interest in stock of any corporation), advisor, consultant or in any other
capacity whatsoever of or to any person, firm, partnership, corporation or other
business which develops or markets products or services similar to those
developed or marketed by PEC at any time during the twelve (12) months
proceeding the Employee's early retirement, in any place or jurisdiction which
PEC developed or marketed its products or services during the twelve (12) months
proceeding the Employee's early retirement. If elected, such amount shall be
paid in three (3) equal annual payments, as adjusted to reflect investment gains
and losses during the payout period, with the first annual payment payable
within thirty (30) days of the employee reaching age fifty-five (55).

         6. HARDSHIP WITHDRAWALS. Withdrawal of all or part of the Deferred
Compensation Account may be permitted by PEC at the written request of the
Employee upon the occurrence of an unforeseeable emergency. An unforeseeable
emergency is strictly defined as an unanticipated event beyond the Employee's
control that would cause severe financial hardship to the Employee if early
withdrawal were not permitted. In no event shall any early hardship withdrawal
exceed the amount necessary to enable the Employee to meet the unforeseeable
emergency.

         7. DISABILITY RETIREMENT. Notwithstanding any other provision hereof,
the Employee shall be entitled to receive the entire Deferred Compensation
Account prior to retirement in the event that the Employee is determined to be
totally disabled due to ill health or accident by a duly licensed physician
selected by PEC. The term "totally disabled" shall be defined by the terms of
the long-term disability policy then in effect by PEC for the benefit of
Employee. The Employee's entire Deferred Compensation Account shall be payable
in three (3) equal annual payments, as adjusted to reflect investment gains and
losses during the payout period, with the first annual payment payable within
thirty (30) days of the date of the physician's disability determination.

         8. DEATH BENEFIT. Notwithstanding any other provision herein, the
Employee's designated beneficiary shall be entitled to receive the entire
Deferred Compensation Account upon the death of the Employee. The Employee's
entire Deferred Compensation Account shall be payable in three (3) equal annual
payments, as adjusted to reflect investment gains and losses during the payout
period, with the first annual payment payable within thirty (30) days of the
date of death of the Employee.

         9. TERMINATION BENEFIT. In the event of the Employee's termination of
employment with PEC other than retirement, disability, as defined hereinabove,
or death, PEC shall pay to the Employee, as compensation for services rendered
prior to such termination, that portion of Employee's Deferred Compensation
Account equal only to Employee's Deferral Percentage and the vested portion only
of any PEC Voluntary Contribution. Such amount shall be paid within thirty (30)
days of the Employee's termination of employment.


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         10. OFFSET FOR OBLIGATIONS TO CORPORATION. If, at such time as the
Employee becomes entitled to benefit payments hereunder, the Employee has any
debt, obligation or other liability representing an amount owing to the
Corporation or an Affiliate of the Corporation, and if such debt, obligation or
other liability is due and owing at the time benefit payments are payable
hereunder, the Corporation may offset the amount owing it or an Affiliate
against the amount of benefits otherwise distributable hereunder.

         11. BENEFICIARY DESIGNATION. The Employee shall have the right, at any
time, to submit in substantially the form attached hereto as Exhibit B, a
written designation of primary and secondary beneficiaries to whom payment under
this Agreement shall be made in the event of death prior to complete
distribution of the benefits due and payable under the Agreement. Each
beneficiary designation shall become effective only when receipt thereof is
acknowledged in writing by the Corporation.

         12. NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be
construed to be a contract of employment for any term of years, nor as
conferring upon the Employee the right to continue to be employed by the
Corporation in his present capacity, or in any capacity. It is expressly
understood by the parties hereto that this Agreement relates to the payment of
deferred compensation of the Employee's services, payable after termination of
employment with the Corporation and is not intended to be an employment
contract.

         13. OTHER BENEFITS. Any payments under this Agreement shall be
independent of, and in addition to, those under any other plan, program or
agreement which may be in effect between PEC and the Employee, or any other
compensation payable to the Employee or any of the Employee's beneficiaries.

         14. BENEFITS NOT TRANSFERABLE. Neither the Employee, designated
beneficiary nor any other beneficiary under this Agreement shall have any power
or right to transfer, assign, anticipate, hypothecate or otherwise encumber any
part of all of the amounts payable hereunder. No such amounts shall be subject
to seizure by any creditor of any such beneficiary, by a proceeding at law or in
equity, nor shall such amounts be transferable to operation of law in the event
of bankruptcy, insolvency or death of the Employee, designated beneficiary, or
any other beneficiary hereunder. Any such attempted assignment or transfer shall
be void.

         15. AMENDMENT. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto or their respective
successors, and may not be otherwise terminated except as provided herein.

         16. INUREMENT. This Agreement shall be binding upon and inure to the
benefit of the Corporation and its successors and assigns, and the Employee,
successors, heirs, executors, administrators and beneficiaries.

         17. NOTICE. Any notice, consent or demand required or permitted to be
given under the


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provisions of this Agreement shall be in writing and shall be signed by the
party giving or making the same. If such notice, consent or demand is mailed to
a party hereto, it shall be sent by United States certified mail, postage
prepaid, addressed to such party's last known address as shown on the records of
the Corporation. The date of such mailing shall be deemed the date of notice,
consent or demand. Either party may change the address to which notice is to be
sent by giving notice of the change of address in the manner aforesaid.

         18. GOVERNING LAW. This Agreement, and the rights of the parties
hereunder, shall be governed and construed in accordance with the laws of the
Commonwealth of Virginia.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.


                                     PERFORMANCE ENGINEERING CORPORATION


                                     By:
                                        ---------------------------------



                                     EMPLOYEE:


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