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                                                                EXHIBIT 10.7(b)

                               QUESTECH, INC.
          AMENDED AND RESTATED STOCK EMPLOYEE COMPENSATION TRUST


     THIS AMENDED AND RESTATED TRUST AGREEMENT (the "Agreement") is made
effective as of March 25, 1998, by and among QuesTech, Inc., a Virginia
corporation, and EDWARD G. BROENNIMAN, GERALD F. MAYEFSKIE, SEBASTIAN P.
MUSCO, VINCENT RUSSO and VINCENT L. SALVATORI, as individual trustees, and
their successors (each, individually, a "Trustee," and collectively, the
"Trustees");

                            W I T N E S S E T H:

     WHEREAS, the Company established a Stock Employee Compensation Trust (the
"Trust") pursuant to an Amended Stock Employee Compensation Trust Agreement
effective as of December 31, 1993 (the "Trust Agreement");

     WHEREAS, the Trustees desire to act as trustees of the Trust, and to hold
legal title to the assets of the Trust, in trust, for the purpose hereinafter
stated and in accordance with the terms hereof;

     WHEREAS, the Company has previously adopted the Plans (as defined below);

     WHEREAS, the Company desires to provide assurance of the availability of
the shares of its common stock necessary to satisfy certain of its obligations
under the Plans (as defined below);

     WHEREAS, the Company desires that the assets to be held in the Trust Fund
(as defined below) should be principally or exclusively securities of the
Company and, therefore, expressly waives any diversification of investments that
might otherwise be necessary, appropriate, or required pursuant to applicable
provisions of law;

     WHEREAS, the members of the Board of Directors of the Company have been
appointed as Trustees and have accepted such appointment as of the date set
forth first above; and

     WHEREAS, the Company and the Trustees desire to amend and restate the Trust
Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, the parties hereto hereby establish the Trust and agree
that the Trust will be comprised, held and disposed of as follows:

1. TRUST, TRUSTEE AND TRUST FUND

     1.1. Trust. This Agreement and the Trust shall be known as the QuesTech,
          Inc. Stock Employee Compensation Trust. The parties intend that the
          Trust will be an independent legal entity with title to and power to
          convey all of its assets. The parties hereto further intend that the
          Trust not be subject to the Employee Retirement Income Security Act of
          1974, as amended ("ERISA'). However, all decisions and interpretations
          by the Trustee shall be governed by the arbitrary and capricious
          standard, as interpreted under 


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          applicable ERISA law. The assets of the Trust will be held, invested
          and disposed of by the Trustee, in accordance with the terms of the
          Trust.

     1.2. Trustee. The Trustees named above are hereby designated as the
          trustees hereunder, to receive, hold, invest, administer and
          distribute the Trust Fund in accordance with this Agreement, the
          provisions of which shall govern the power, duties and
          responsibilities of the Trustees.

     1.3. Trust Fund. The assets held at any time and from time to time under
          the Trust collectively are herein referred to as the "Trust Fund" and
          shall consist of the Common Stock of the Company, contributions
          received by the Trustee, proceeds of any loans, investments and
          reinvestment thereof, the earnings and income thereon, less
          disbursements therefrom. Except as herein otherwise provided, title to
          the assets of the Trust Fund shall at all times be vested in the
          Trustees and securities that are part of the Trust Fund shall be held
          in such manner that the Trustees' name and the fiduciary capacity in
          which the securities are held are fully disclosed, subject to the
          right of the Trustees to hold title in bearer form or in the name of a
          nominee, and the interests of others in the Trust Fund shall be only
          the right to have such assets received, held, invested administered
          and distributed in accordance with theprovisions of the Trust.

     1.4. Trust Fund Subject to Claims. Notwithstanding any provision of this
          Agreement to the contrary, the Trust Fund shall at all times remain
          subject to the claims of the Company's general creditors under federal
          and state law.

          In addition, the Chief Executive Officer of the Company shall have the
          duty to inform the Trustees in writing of the Company's insolvency. If
          a person claiming to be a creditor of the Company alleges in writing
          to any Trustee that the Company has become insolvent, the Chief
          Executive Officer shall determine the validity of such claims and if
          found to be valid, shall notify the Trustees to discontinue
          allocations pursuant to Article 3.

          Unless the Trustees have actual knowledge of the Company's insolvency,
          or have received notice from the Company or a person claiming to be a
          creditor alleging that the Company is insolvent, the Trustees shall
          have no duty to inquire whether the Company is insolvent. The Trustees
          may in all events rely on such evidence concerning the Company's
          solvency as may be furnished to the Trustees that provides the
          Trustees with a reasonable basis for making a determination concerning
          the Company's insolvency.

          If at any time the Trustees have determined that the Company is
          insolvent, the Trustees shall discontinue allocations pursuant to
          Article 3 and shall hold the Trust Fund for the benefit of the
          Company's general creditors. Nothing in this Trust Agreement shall


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          in any way diminish rights of employees as general creditors of the
          Company with respect to benefits due under the Plan(s) or otherwise.

          The Trustees shall resume allocations pursuant to Article 3 only after
          the Trustees have determined that the Company is not insolvent (or is
          no longer insolvent).

     1.5. Definitions. In additional to the terms defined in the preceding
          portions of this Agreement, certain capitalized terms have the
          meanings set forth below:

     "Board of Directors" means the board of directors of the Company.

     "Calculation Period" means a period consisting of a calendar year.

     "Change of Control" means any of the following events:

               (a)  an acquisition by an individual, entity or group (within
                    the meaning of Section 13(d)(3) or 14(d)(2) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act") of beneficial ownership (within the meaning of Rule
                    13d-3 promulgated under the Exchange Act) of fifty-one
                    percent (51%) or more of the combined voting power of the
                    then outstanding voting securities of the Company;
                    provided, however,that the following acquisitions shall
                    not constitute a Change in Control:  (i) an acquisition by
                    or directly from the Company, (ii) an acquisition by any
                    employee benefit plan or trust sponsored or maintained by
                    the Company; and (iii) any acquisition described in
                    subclauses (A) or (B) of subsection (b) below; or

               (b)  approval by the stockholders of the Company of (i) a
                    complete dissolution or liquidation of the Company, (ii)
                    a sale or other disposition of all or substantially all of
                    the Company's assets or (iii) areorganization, merger, or
                    consolidation ("Business Combination") unless either (A)
                    all or substantially all of the stockholders of the
                    Company immediately prior to the Business Combination own
                    more than fifty percent (50%) of the voting securities of
                    the entity surviving the Business Combination, or the
                    entity which directly or indirectly controls such
                    surviving entity, in substantially the same proportion as
                    they owned the voting securities of the Company
                    immediately prior   thereto, or (B) the consideration
                    (other than cash paid in lieu of   fractional shares or
                    payment upon perfection of appraisal rights) issued to
                    stockholders of the Company in the Business Combination is
                    solely common stock which is publicly traded on an
                    established    securities exchange in the United States or
                    on the National Association of Securities Dealers'
                    Automated Quotation System ("NASDAQ").

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          "Code" means the Internal Revenue Code of 1986, as amended.

          "Company" means QuesTech, Inc., a Virginia corporation, or any
               successor thereto. References to the Company shall include its
               subsidiaries where appropriate.

          "Company Stock" means shares of common stock, par value $0.05 per
               share, issued by the Company or any successor securities.

          "Excess Shares" has the meaning set forth in Section 3.3.

          "Extraordinary Dividend" means any dividend or other distribution of
               each or other property (other than Company Stock) made with
               respect to Company Stock, which the Board of Directors declares
               generally to be other than an ordinary dividend.

          "Fair Market Value" means as of any date the average of the highest
               and lowest report sales price, determined in the regular way on
               such date (or if such date is not a trade day, then on the most
               recent prior date which is a trading day) of a share of Company
               Stock as reported on the composite tape, or similar reporting
               system, for issues listed on NASDAQ (or, if the Company Stock is
               no longer traded on the NASDAQ Exchange, on such other national
               securities exchange on which the Company Stock is listed or
               national securities or central market system upon which
               transactions in Company Stock are reported, as either shall be
               designated by the Board of Directors for the purposes hereof) or
               if sales of Common Stock are not reported in any manner specified
               above, the average of the high bid and low asked quotations on
               such date (or if such date is not a trading day, then on the most
               recent prior date which is a trading day) in the over-the-counter
               market as reported by NASDAQ or, if not so reported, by National
               Quotation Bureau, Incorporated or similar organization selected
               by the Board of Directors.

          "Loans" means (a) the loan and extension of credit to the Trust
               evidenced by the promissory note made and authorized by the Trust
               dated December 31, 1993, executed by the Chairman of the Company
               as agent for the Trustees, with which the Trust purchased a
               portion of the Company Stock; (b) the loan and extension of
               credit to the Trust evidenced by the promissory note made and
               authorized by the Trust dated March 25, 1998, executed by the
               Chairman of the Company as agent for the Trustee, with which the
               Trust purchased a portion of the Company Stock; and (c) any other
               loan by the Company to the Trust for the purpose of purchasing
               Company Stock.

          "Plans" or "QTI Plans" means the employee benefit plans and 
               non-employee directors stock option plan listed on Schedule A 
               hereto as the same may be amended from time to time by the 
               Board of Directors, including any successors thereto, and any 
               other employee benefit plan or non-employee directors stock 

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               option plans of the Company or its subsidiaries designated as 
               such by the Board of Directors.

          "Participant" means as of any date any individual who is employed by
               the Company or any subsidiary of the Company or is a non-employee
               director of the Company or any subsidiary of the Company as of
               such date and is a participant in a Plan.

          "QTI Plan Participant Certification" means a certification to be
               delivered by the Participant in a QTI Plan to the Trustee
               pursuant to Section 5.4, which sets forth the directions made by
               each Participant as to voting or tendering of the Company Stock
               allocated to his account in the respective QTI Plan with respect
               to the voting or tendering decision at issue.

          "Suspense Account" means a separate account to be maintained by the
               Trustees to hold Excess Shares pursuant to the terms of Article 3
               hereof.

          "Trustee" means those persons and corporate entities or any successor
               trustee as appointed by the Board of Directors.

          "Trust Year" means the period beginning on the date hereof and ending
               on December 31, 1994, and each twelve (12) month period beginning
               on January 1 and ending on December 31 thereafter.

2. CONTRIBUTIONS AND DIVIDENDS

     2.1. Initial Contribution. For the initial Trust Year the Company has been
          credited with a contribution to the Trust in cash of Four Hundred
          Thirty-Two Thousand Five Hundred and 00/100 Dollars ($432,500.00),
          which enabled the Trustees to acquire 221,792 shares of Company Stock
          which have been and are being utilized for purposes of funding Common
          Stock issuances upon the exercise of stock options issued by the
          Company under the QTI Plans, as more specifically set forth in Section
          3.1 below. The Trust returned to the Company a promissory note in the
          principal sum of Four Hundred Thirty-Two Thousand Five Hundred and
          00/100 Dollars ($432,500.00), which note is the obligation of the
          Trust.

     2.2. Additional Contribution. For the Trust Year 1998 the Company shall be
          credited with a contribution to the Trust in cash of Two Million Three
          Hundred Twenty Four Thousand Two Hundred Ninety Three and 75/100
          Dollars ($2,324,293.75), which amount represents the fair market value
          of 296,847 shares of Company Stock on date of purchase thereof and
          which amount shall be used by the Trustees to acquire said 296, 847
          shares of Company Stock for purpose of funding Common Stock issuances
          upon the exercise of stock options issued by the Company under the QTI
          Plans, as more specifically set forth in Section 3.1 below. In
          recognition thereof, the Trust shall return to the Company a
          promissory note having a principal sum equal to the cash contribution
          made by the Company, which note shall be the obligation of the Trust.


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     2.3. Repayment and Forgiveness of Loans. For each Trust Year in which Plan
          Participants exercise stock options under the QTI Plans, the Company
          may attribute to repayment of the Loans (in the form of a reduction of
          the principal amount outstanding thereunder) the cash exercise price
          received from such Plan Participants (a "Principal Reduction"). Unless
          otherwise expressly provided herein, the Trustees shall apply all cash
          contributions, dividends and earnings of the Trust to the payment of
          the Loans. Such payments shall be applied on a pro rata basis to each
          Loan outstanding based on the principal amount outstanding on such
          Loan in proportion to the aggregate principal amount outstanding on
          all Loans.

     2.4. Dividends. Except as otherwise provided herein, dividends paid in cash
          on Company Stock held by the Trust, including Company Stock held in
          the Suspense Account, shall be applied to repay principal due under
          the Loans. Dividends which are not in cash or in Company Stock
          (including Extraordinary Dividends, or portions thereof shall be
          reduced to cash by the Trustees and shall be applied to repay
          principal due under the Loans.

3. RELEASE AND ALLOCATION OF COMPANY STOCK

     3.1  Release of Shares. In exchange for each Principal Reduction (as
          provided in Section 2.2 above), the Trust shall release to the Company
          the number of shares of Common Stock for which stock options were
          exercised in connection with such Principal Reduction, which shares
          then may be registered in the name of the Plan Participant(s)
          exercising such options.

     3.2  Allocations. For the purposes of this Trust, shares of Company Stock
          shall be allocated as directed by the Trustees to the Plans and the
          Plan Participants as the Trustees may determine in accordance with
          the requirements of the QTI Plans. The Trustees' discretion shall be
          limited to the amounts allocated among the QTI Plans, with the
          allocation itself being mandatory. Subject to this Article 3, the
          shares have been allocated in the manner set forth on Schedule A
          hereto.

     3.3  Excess Shares. Shares which are not allocated pursuant to the
          preceding paragraph ("Excess Shares") shall be held by the Trustee in
          the Suspense Account and shall be allocated in accordance with the
          provisions of this Article 3.

4. COMPENSATION, EXPENSES AND TAX WITHHOLDING

          The Trustees shall not be entitled to compensation for their services
          as such. In the event a Trustee is substituted for the members of the
          Board of Directors of the Company, the Company may reimburse the
          reasonable legal, accounting and appraisal fees, expenses and other
          charges reasonably incurred in connection with the administration,
          management and distribution of the Trust Fund by such Successor
          Trustee.


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5. ADMINISTRATION OF TRUST FUND

     5.1. Management and Control of Trust Fund. Subject to the terms of
          thisAgreement, the Trustees shall have exclusive authority, discretion
          and responsibility to manage and control the assets of the Trust Fund.

     5.2. Investment of Funds. Except as otherwise provided in Section 2.2 and
          in this Section 5.2, the Trustees shall invest and reinvest the Trust
          Fund exclusively in Company Stock, including any increases thereto
          resulting from the proceeds of a tender offer, recapitalization or
          similar transaction which, if not in Company Stock, shall be reduced
          to cash as soon as practicable. The Trustees may invest any portion of
          the Trust Fund temporarily pending investment in Company Stock,
          distribution or payment of expenses in (i) investments in United
          States Government Obligations with maturities of less than one (1)
          year, (ii) interest-bearing accounts including but not limited to
          certificates of deposit, time deposits, saving accounts and money
          market accounts with maturities of less than one (1 ) year in any
          bank, with aggregate capital in excess of One Billion Dollars
          ($1,000,000,000) and a Moody's Investor Services rating of at least
          P1, or an equivalent rating from a nationally recognized ratings
          agency, which accounts are insured by the Federal Deposit Insurance
          Corporation or other similar federal agency, (iii) obligations issued
          or guaranteed by any agency or instrumentality of the United States of
          America with maturities of less than one (1) year or (iv) short-term
          discount obligations of the Federal National Mortgage Association.

     5.3. Trustees' Administrative Powers. Except as otherwise provided herein,
          and subject to the Trustees' duties hereunder, the Trustees shall have
          the following powers and rights, in addition to those provided
          elsewhere in this Agreement or by law:

          (a)  to retain any asset of the Trust Fund;

          (b)  subject to Section 5.4 and Article 3, to sell, transfer,
               mortgage, pledge, lease or otherwise dispose of, or grant options
               with respect to any Trust Fund assets at public or private sale;

          (c)  with the concurrence of the Company, to borrow from any lender
               (including the Company pursuant to the Loans), to acquire
               Company Stock as authorized by this Agreement, to enter into
               lending agreements upon such terms (including reasonable
               interest and security for the loan and rights to renegotiate
               and prepay such loan) as may be determined by the Board of
               Directors; provided, however, that any collateral given by the
               Trustees for the Loans shall be limited to cash and property
               contributed by the Company to the Trust and dividends paid on
               Company Stock held in the Trust Fund and shall not include
               Company Stock acquired with the proceeds of Loans;


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          (d)  to settle, submit to arbitration, compromise, contest, prosecute
               or abandon claims and demands in favor of or against the Trust
               Fund;

          (e)  to vote or to give any consent with respect to any such
               securities, including any Company Stock, held by the Trust either
               in person or by proxy for any purpose provided that the Trustee
               shall vote, tender or exchange all shares of Company Stock as
               provided in Section 5.4;

          (f)  to exercise any of the powers and rights of any individual owner
               with respect to any asset of the Trust Fund and to perform any
               and all other acts that in their judgment are necessary or
               appropriate for the proper administration of the Trust Fund, even
               though such powers, rights and acts are not specifically
               enumerated in this Agreement;

          (g)  to employ such accountants, actuaries, investment bankers,
               appraisers, other advisors and agents as may be reasonably
               necessary in collecting, managing, administering, investing,
               valuing, distributing and protecting the Trust Fund or the
               assets thereof or any borrowings of the Trustee made in
               accordance with Section 5.3(c); and to pay their reasonable
               fees and expenses, which shall be deemed to be expenses of the
               Trust and forwhich the Trustees shall be reimbursed in
               accordance with Section 4.1;

          (h)  to cause any asset of the Trust Fund to be issued, held or
               registered in the Trustees' name or in the name of their nominee,
               or in such form that title will pass by delivery, provided that
               the records of the Trustees shallindicate the true ownership of
               such assets;

          (i)  to utilize another entity as custodian to hold, but not invest or
               otherwise manage or control, some or all of the assets of the
               Trust Funds; and

          (j)  to consult with legal counsel (who may also be counsel for the
               Company generally) with respect to any of their duties or
               obligations hereunder; and to pay the reasonable fees and
               expenses of such counsel, which shall be deemed to be expenses of
               the Trust and for which the Trustees shall be reimbursed in
               accordance with Section 4.1.

          Notwithstanding the foregoing, neither the Trust nor the Trustees
          shall have any power to, and shall not, engage in any trade or
          business regarding the Trust Fund. All decisions by the Trustees shall
          be governed by a majority vote of the Trustees.

5.4. Voting And Tendering Of Company Stock.

     (a)  Voting of Allocated Company Stock. The Trustee shall exercise
          reasonable diligence to follow the directions of the Participants as


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          to the manner in which shares of Company Stock held by the Trust are
          to be voted on each matter brought before an annual or special
          stockholders' meeting of the Company or the manner in which any
          consent is to be executed, in each case as provided below. Before each
          such meeting of stockholders, the Trustees shall cause to be
          furnished to each Participant of each QTI Plan, including
          non-qualified optionees, a copy of the proxy solicitation material
          received by the Trustees, together with a form requesting confidential
          instructions as to how to vote the shares of Company Stock held by the
          Trustees. Upon timely receipt of the Participant's Certification, the
          Trustees shall on each such matter vote thenumber of shares of Company
          Stock held by the Trust as follows:

          The Trustee shall, with respect to each QTI Plan, assign to each
          Participant, the number of shares (the "QTI Participant Directed
          Account") equal to the total number of shares of Common Stock covered
          by all of the Participant's option grants. Each share assigned to each
          Participant in accordance with the previous sentence shall be subject
          to such Participant's direction to the Trustees with respect to shares
          of Company Stock allocated to his account in such QTI Plan, as
          reflected in the Participant Certification. Any shares of Company
          Stock which remain undirected pursuant to the foregoing provisions
          shall be voted in proportion to the voting of the shares for which
          directions were received. Similar provisions shall apply in the case
          of any action by shareholder consent without a meeting.

     (b)  Voting of Unallocated Company Stock. The Trustees shall vote the
          unallocated Company stock on each matter brought before an Annual or
          Special Stockholders Meeting of the Company in the same proportion as
          they vote the allocated shares.

     (c)  Tender or Exchange of Company Stock. The Trustees shall use their
          best efforts timely to distribute or cause to be distributed to the
          Participants of a QTI Plan any written materials distributed to
          stockholders of the Company generally in connection with any tender
          offer or exchange offer, together with a form requesting
          confidential instructions on whether or not to tender or exchange
          shares of Company Stock held in the Trust. Upon timely receipt of
          the Participants' Certifications, the Trustees shall tender or not
          tender the Participant Directed Amount for each Participant in
          accordancewith such Participant's direction in which he participates
          with respect to shares of Company Stock allocated to his account in
          such QTI Plan, as set forth in the Participant Certification. The
          Participant of any QTI Plan shall not be limited in the number of
          instructions to tender or withdraw from tender which it may give but
          shall not have the right to give instructions to tender or withdraw
          from tender after a reasonable time established by the Trustees. If
          the Trustees shall not receive timely instruction by means of the
          Participant's Certification as to the manner in which to respond to
          such a tender or exchange offer, the Trustee shall tender or
          exchange or not tender or exchange any shares of Company Stock with
          respect to which the Participant of any QTI Plan has the right of


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          direction in the same proportion as the shares of Company Stock for
          which the Trustees are directed.

     (d)  The Company shall maintain appropriate procedures to ensure that all
          instructions by Participants are collected, tabulated, and
          transmitted by the Participants to the Trustees without being
          divulged or released to any other person affiliated the Company or
          its affiliates.  All actions taken by Participants and the contents
          of the Participant's Certification shall be held confidential by the
          Trustees and shall not be divulged or released to any person, other
          than (i) agents of the Trustees who are not affiliated with the
          Company or its affiliates or (ii) by virtue of the execution by the
          Trustees of any proxy, consent or letter of transmittal for the
          shares of Company Stock held in the Trust.

5.5. Indemnification.

          (a)  To the extent lawfully allowable, the Company shall and hereby
               does indemnify and hold harmless each Trustee from and against
               any claims, demands, actions, administrative or other
               proceedings, causes of action, liability, loss, cost, damage or
               expense (including reasonable attorney's fees), which may be
               asserted against it, in any way arising out of or incurred as
               a result of its action or failure to act in connection with the
               operation and administration of the Trust; provided that such
               indemnification shall not apply to the extent that the Trustee
               has acted in willful or negligent violation of applicable law
               or its duties under this Trust or in bad faith. No Trustee
               shall be under He liability to any person for any loss of any
               kind which may result (i) by reason of any action taken by the
               Trustee in accordance with or contrary to the direction of any
               Participant acting pursuant to Section 5.4(b) (hereinafter
               collectively referred to as the "Directing Participants"), (ii)
               by reason of the Trustee's failure to exercise any power or
               authority or to take any action hereunder because of the
               failure of any such Directing Participant to give directions to
               the Trustee, as provided for in this Agreement, or (iii) by
               reason of any act or omission of any of the Directing
               Participants with respect to its duties under this Trust. Each
               Trustee shall be fully protected in acting upon any instrument,
               certificate, or paper delivered by any Participant or
               beneficiary and believed in good faith by the Trustee to be
               genuine and to be signed or presented by the proper persons or
               persons, and the Trustee shall be under no duty to make any
               investigation or inquiry as to any statement contained in any
               such writing, but may accept the same as conclusive evidence of
               the truth and accuracy of the statements therein contained.

          (b)  The Company may, but shall not be required to, maintain liability
               insurance to insure its obligations hereunder. If any payments
               made by the Company, or the Trust pursuant to this indemnity are
               covered by insurance, the Company or the Trust 


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<PAGE>

               (as applicable) shall be subrogated to the rights of the
               indemnified party against the insurance company.

          (c)  Without limiting the generality of the foregoing, the Company
               may, at the request of any Trustee, advance to the Trustee
               reasonable amounts of expenses, including reasonable attorneys'
               fees and expenses, which the Trustee advises have been incurred
               in connection with its investigation or defense of any claim,
               demand, action, cause of action, administrative or other
               proceeding arising out of or in connection with the Trustee's
               performance of its duties under this Agreement.

     5.6. General Duty to Communicate to the Board of Directors. The Trustees
          shall promptly notify the Board of Directors of all communications
          with or from any government agency or with respect to any legal
          proceeding with regard to the Trust and with or from any Plan
          Participants concerning their entitlements under the Plans or the
          Trust.

6. ACCOUNTS AND REPORTS OF TRUSTEES

     6.1. Records and Accounts of Trustees. The Trustees shall maintain accurate
          and detailed records and accounts of all transactions of the Trust,
          which shall be available at ail reasonable times for inspection or
          audit by any person designated by the Company and which shall be
          retained as required by applicable law.

     6.2. Fiscal Year. The fiscal year of the Trust shall be the twelve (12)
          month period beginning on January 1 and ending on December 31.

     6.3. Reports of Trustees. The Trustees shall prepare and present to the
          Board of Directors a report for the period ending on the last day of
          each fiscal year, and for such shorter periods as the Board of
          Directors may reasonably request, listing all securities and other
          property acquired and disposed of and all receipts, disbursements and
          other transactions effected by the Trust after the date of the
          Trustees' last account, and further listing all cash, securities, and
          other property held by the Trust, together with the fair market value
          thereof, as of the end of such period. In addition to the foregoing
          the report shall contain such information regarding the Trust Fund's
          assets and transactions as the Board of Directors in its discretion
          may reasonably request.

     6.4. Final Report. In the event of the resignation or removal of a Trustee
          hereunder, the Board of Directors may request and the Trustee shall
          then with reasonable promptness submit, for the period ending on the
          effective date of such resignation or removal, a report similar in
          form and purpose to that described in Section 6.3.

7. SUCCESSION OF TRUSTEE

     7.1. Resignation of Trustee. Any of the Trustees or any successor thereto
          may resign as Trustee hereunder at any time upon delivering a 


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<PAGE>

           written notice of such resignation, to take effect sixty (60)
           days after the delivery thereof to the Secretary of the Company,
           unless the Board of Directors accepts shorter notice; provided,
           however, that no such resignation shall be effective until a
           Successor Trustee has assumed the office of Trustee hereunder.

     7.2. Removal of Trustee. Any of the Trustees or any successor thereto may
          be removed by the Company by delivering to the Trustee so removed an
          instrument executed by the Board of Directors. Such removal shall take
          effect at the date specified in such instrument.

     7.3. Appointment of Successor Trustee. Whenever any one of the Trustees or
          any successor thereto shall resign or be removed or a vacancy in the
          position shall otherwise occur, the Board of Directors shall use its
          best efforts to appoint a Successor Trustee as soon as practicable
          after receipt of a notice described in Section 7.1, or the delivery to
          the Trustee of a notice described in Section 7.2, as the case may be,
          but in no event more than one hundred eighty (180) days after receipt
          or delivery, as the case may be, of such notice. A Successor Trustee's
          appointment shall not become effective until such successor shall
          accept such appointment by delivering its acceptance in writing to the
          Company. If a successor is not appointed within such one hundred
          eighty (180) day period, the Trustee, at the Company's expense, may
          petition a court of competent jurisdiction for appointment of a
          successor.

     7.4. Succession to Trust Fund Assets. The title to all property held
          hereunder shall vest in any successor Trustee acting pursuant to the
          provisions hereof without the execution or filing of any further
          instrument, but a resigning or removed Trustee shall execute all
          instruments and do all acts necessary to vest title in the successor
          Trustee. Each successor Trustee shall have, exercise and enjoy all of
          the powers, both discretionary and ministerial, herein conferred upon
          its predecessors. A successor Trustee shall not be obliged to examine
          or review the accounts, records, or acts of, or property delivered by,
          and previous Trustee and shall not be responsible for any action or
          any failure to act on the part of any previous Trustee.

     7.5. Continuation of Trust. In no event shall the legal disability,
          resignation or removal of a Trustee terminate the Trust, but the Board
          of Directors shall forthwith appoint a successor Trustee in accordance
          with Section 7.3 to carry out the terms of the Trust.

     7.6. Continuance of Trustees' Powers in Event of Termination of the Trust.
          In the event of the termination of the Trust, as provided herein, the
          Trustees shall dispose of the Trust Fund in accordance with the
          provisions hereof. Until the final distribution of the Trust Fund, the
          Trustees shall continue to have all powers provided hereunder as
          necessary or expedient for the orderly liquidation and distribution of
          the Trust Fund.



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<PAGE>


8. AMENDMENT OR TERMINATION

     8.1. Amendments. Except as otherwise provided herein, the Company may amend
          the Trust at any time and from time to time in any manner which it
          deems desirable, provided that no amendment which would adversely
          effect the contingent rights of Plan participants may change (i) the
          allocation requirement in Section 3.1 or Section 3.2, (ii) the terms
          of Section 3.3, (iii) the provisions of Section 2.2 as to the use of
          dividends, (iv) the provisions of Section 5.4, (v) the provisions of
          Section 8.2, or (vi) the provisions of this Section 8.1.
          Notwithstanding the foregoing, the Company shall retain the power
          under all circumstances to amend the Trust to correct any errors or
          clarify any ambiguities or similar issues of interpretation in this
          Agreement, such interpretation to be binding on all interested
          persons.

     8.2. Termination. Subject to the terms of this Section 8.2, the Trust shall
          terminate on December 31, 2008 or any earlier date on which the Loans
          are paid in full (the "Termination Date"). The Board of Directors may
          terminate the Trust at any time prior to the Termination Date. The
          Trust shall also terminate automatically upon the Company giving the
          Trustee notice of a Change of Control. As soon as practicable after
          receiving notice from the Company of a Change of Control or upon any
          other termination of the Trust, the Trustee shall sell all of the
          Company Stock and other non-cash assets (if any) then held in the
          Trust Fund as directed by the Board of Directors in good faith taking
          into account the interests of a broad cross-section of individuals
          employed by the Company. The proceeds of such sale shall first be
          returned to the Company up to an amount equal to the principal amount,
          plus any accrued interest, of all Loans outstanding on the effective
          date of termination. The Company shall be deemed to have forgiven all
          remaining amounts then outstanding under all Loans. Any funds
          remaining in the Trust after such payment to the Company shall be
          distributed with reasonable promptness to a broad cross-section of
          Plan Participants or to individuals employed by the Company generally
          or to any benefit plan or trust in which a broad cross-section of
          individuals employed by the Company participate, as the Board of
          Directors may in good faith determine taking into account the best
          interests of the individuals employed by the Company.

     8.3. Form of Amendment or Termination. Any amendment or termination of the
          Trust shall be evidenced by an instrument in writing signed by an
          authorized officer of the Company, certifying that said amendment or
          termination has been authorized and directed by the Company or the
          Board of Directors, as applicable, and, in the case of any amendment,
          shall be consented to be signature of the Trustees, if required by
          Section 8.1.



                                       13
<PAGE>



9. MISCELLANEOUS

     9.1. Controlling Law. The laws of the Commonwealth of Virginia shall be the
          controlling law in all matters relating to the Trust, without regard
          to conflicts of law.

     9.2. Trustees Action. Any action required or permitted to be taken by the
          Trustees may be taken on behalf of the Trustees by any individual so
          authorized. The Company shall furnish to the Trustees the name and
          specimen signature of each member upon whose statement of a decision
          or direction the Trustees are authorized to rely. Until notified of a
          change in the identity of such person or persons, the Trustees shall
          act upon the assumption that there has been no change.

     9.3. Notices. All notices, requests, or other communications required or
          permitted to be delivered hereunder shall be in writing, delivered by
          registered or certified mail, return receipt requested as follows:

          To the Company:     QuesTech, Inc.
                              7600A Leesburg Pike
                              Falls Church, Virginia 22043
                              Attention: Vincent L. Salvatori
                                   Chairman & CEO

          To the Trustees:    Members of the Board of Directors
                              Of QuesTech, Inc.
                              c/o QuesTech, Inc.
                              7600A Leesburg Pike
                              Falls Church, Virginia 22043
                              Attention: Secretary

          Any party hereto may from time to time, by written notice given as
          aforesaid, designate any other address to which notices, requests or
          other communications addressed to it shall be sent.

     9.4. Severabiiitv. If any provision of the Trust shall be held illegal,
          invalid or unenforceable for any reason, such provision shall not
          affect the remaining parts hereof, but the Trust shall be construed
          and enforced as if said provision had never been inserted herein.

     9.5. Protection of Persons Dealing with the Trust. No person dealing with
          the Trustees shall be required or entitled to monitor the application
          of any money paid or property delivered to the Trustees, or determine
          whether or not the Trustees are acting pursuant to authorities granted
          to them hereunder or to authorizations or directions herein required.

     9.6. Tax Status of Trust. It is intended that the Company, as grantor
          hereunder, be treated as the owner of the entire trust and the trust
          assets under Section 671, et seq. of the Code. Until advised
          otherwise, the Trustee may presume that the Trust is so 


                                       14
<PAGE>


          characterized for federal income tax purposes and shall make ail
          filings of tax returns on that presumption.

     9.7. Participants to Have No Interest in the Comnanv by Reason of the
          Trust. Neither the creation of the Trust nor anything contained in the
          Trust shall be construed as giving any person, including any
          individual employed by the Company or any subsidiary of the Company,
          any equity or interest in the assets, business, or affairs of the
          Company except to the extent that any such individuals are entitled to
          exercise stockholder rights with respect to Company Stock pursuant to
          Section 5.4.

     9.8. Nonassignability. No right or interest of any person to receive
          distributions from the Trust shall be assignable or transferable, in
          whole or in part, either directly or by operation of law or otherwise,
          including, but not by way of limitation, execution, levy, garnishment,
          attachment, pledge, or bankruptcy, but excluding death or mental
          incompetency, and no right or interest of any person to receive
          distributions from the Trust shall be subject to any obligation or
          liability or any such person, including claims for alimony or the
          support of any spouse or child.

     9.9. Gender and Plurals. Whenever the context requires or permits, the
          masculine gender shall include the feminine gender and the singular
          form shall include the plural form and shall be interchangeable.
 
     9.10 Counterparts. This Agreement may be executed in any number of
          counterparts, each of which shall be considered an original.

     IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement
to be signed, and their seals affixed hereto, by their authorized officers all
as of this day, month and year first above written.

ATTEST:                            QUESTECH, INC.


M. P. Rivera                       V. L. Salvatori
-------------------------          -----------------------------------
Corporate Secretary                VINCENT L. SALVATORI
                                   Chairman & Chief Executive Officer

TRUSTEES:


Edward G. Broenniman               Gerald F. Mayefskie
-------------------------          -----------------------------------
EDWARD G. BROENNIMAN               GERALD F. MAYEFSKIE


Sebastian P. Musco                 Vincent Russo
-------------------------          -----------------------------------
SEBASTIAN P. MUSCO                 VINCENT RUSSO


                                   V. L. Salvatori
                                   -----------------------------------
                                   VINCENT L. SALVATORI


                                       15
<PAGE>

                                                              SCHEDULE A
                                                                      TO
                               AMENDED STOCK EMPLOYEE COMPENSATION TRUST

1. QuesTech, Inc. 1982 Incentive Stock Option Plan
2. QuesTech, Inc. 1994 Incentive Stock Option Plan
3. QuesTech, Inc. 1996 Incentive Stock Option Plan
4. QuesTech, Inc. 1996 Stock Option Plan for Non-Employee Directors



                                       16