<PAGE>

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C.  20549
                               ---------------
                                  FORM 10-Q

[X] Quarterly Report, Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

             For the Quarterly Period Ended March 31, 1998, or

[ ] Transition Report, Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

                  For the Transition Period _____ to ______

                       Commission File Number 2-88617

                            QuesTech, Inc.
           (Exact name of Registrant as specified in its charter)

                            --------------

          Virginia                                   54-0844913
--------------------------------        ------------------------------------
(State or other jurisdiction of         (IRS Employer Identification Number)
 incorporation or organization)

7600-A Leesburg Pike,
Falls Church, Virginia                                  22043
--------------------------------            ------------------------------
(Address of principal executive offices)              (Zip code)

                                (703) 760-1000
                                --------------
            (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes  X      No 
                                 -----       -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

        Common Stock, $0.05 par value                    1,916,004
        -----------------------------                 ------------------
                    Class                             Outstanding as of
                                                      April 30, 1998


<PAGE>


                       QuesTech, Inc. and Subsidiaries

                                  Form 10-Q
                    For the Quarter Ended March 31, 1998

                                  I N D E X



<TABLE>
<CAPTION>


                                                            Page No.
                                                            --------
<S>                                                       <C>
PART I.   Financial Information

  Item 1  Financial Statements

     CONDENSED CONSOLIDATED BALANCE SHEET                       2

     CONSOLIDATED STATEMENTS OF EARNINGS                        4

     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS            5

     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY            6

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 7

  Item 2  Management's Discussion and Analysis of
          Financial Condition and Results of Operations         9

PART II.  Other Information

  Item 1  Legal Proceedings                                    12

  Item 6  Exhibits and Reports on Form 8K                      12

Officers' Signatures                                           13

Index to Exhibits                                              14

</TABLE>


                                       1
<PAGE>

                       QuesTech, Inc. and Subsidiaries

                    CONDENSED CONSOLIDATED BALANCE SHEET

                                  ASSETS
<TABLE>
<CAPTION>

                                                 Mar. 31       Dec. 31
                                                   1998          1997
                                                 --------      --------
                                               (Unaudited)     (Audited)
                                               -----------     ---------
<S>                                            <C>           <C>        
CURRENT ASSETS
  Cash and cash equivalents ................   $   111,600   $   108,500
  Accounts receivable ......................    14,266,300    13,002,000
  Inventories ..............................       116,500        69,200
  Prepaid expenses and other ...............       279,400       165,300
  Deferred income taxes ....................       239,500       239,500
                                               -----------   -----------

       Total current assets ................   $15,013,300   $13,584,500
                                               -----------   -----------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS - at 
  cost less accumulated depreciation and
  amortization of $6,539,800 and $6,298,200,
  respectively .............................     5,353,400     5,434,400
GOODWILL less accumulated amortization of
  $1,764,800 and $1,726,200, respectively ..     1,171,700     1,210,400
DEFERRED INCOME TAXES, net of valuation
  allowance of $262,000 ....................     1,369,900     1,369,900
OTHER ASSETS ...............................     2,337,200     2,369,600
                                               -----------   -----------

  TOTAL ASSETS                                 $25,245,500   $23,968.800
                                               -----------   -----------
                                               -----------   -----------

</TABLE>


The accompanying notes are an integral part of these statements.


                                       2
<PAGE>


                       QuesTech, Inc. and Subsidiaries

                    CONDENSED CONSOLIDATED BALANCE SHEET

                    LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                 Mar. 31       Dec. 31
                                                   1998          1997
                                                ---------      --------
                                               (Unaudited)     (Audited)
                                               -----------     ---------
<S>                                            <C>           <C>        
CURRENT LIABILITIES
  Line of Credit ...........................   $ 4,937,900   $ 3,919,800
  Current maturities of long-term
    obligations payable ....................       514,000       511,900
  Accounts payable .........................     1,729,100     2,195,400
  Accrued liabilities ......................     5,649,100     5,095,800
  Income taxes
    Currently payable ......................       107,500           --
                                               -----------   -----------
       Total current liabilities ...........   $12,937,600   $11,722,900

LONG-TERM OBLIGATIONS ......................     1,401,200     1,527,800

INDEBTEDNESS TO RELATED PARTIES ............     1,574,100     1,542,900

ACCRUED POST-RETIREMENT BENEFIT COST .......     1,608,000     1,577,000

OTHER LONG-TERM OBLIGATIONS ................       870,600       894,300
                                               -----------   -----------
       Total Liabilities ...................   $18,391,500   $17,264,900
                                               -----------   -----------

STOCKHOLDERS' EQUITY
  Common stock - authorized 3,000,000
      shares of $.05 par value, issued 
      1,925,904 and 1,657,304 shares,
      outstanding 1,916,004 and 1,618,557 
      shares at March 31, 1998
      and December 31, 1997 ................        96,300        82,800
  Additional paid in capital ...............     5,012,900     2,878,300
  Retained earnings ........................     4,443,900     4,297,900
  Less Treasury Stock at cost ..............       (30,200)     (210,500)
  Due from SECT ............................    (2,668,900)     (344,600)
                                               -----------   -----------
       Total Stockholders' Equity ..........   $ 6,854,000   $ 6,703,900
                                               -----------   -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $25,245,500   $23,968,800
                                               -----------   -----------
                                               -----------   -----------
</TABLE>

The accompanying notes are an integral part of these statements.



                                       3
<PAGE>

                       QuesTech, Inc. and Subsidiaries

               CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)


<TABLE>
<CAPTION>

                                                    Three Months Ended March 31,
                                                         1998          1997
                                                         ----          ----

<S>                                              <C>            <C>        
Revenues ......................................     $19,164,900    $19,812,700

Operating expenses
  Salaries, wages and employee benefits .......      11,009,500     10,186,800
  Other operating expenses ....................       7,675,900      9,275,400
                                                    -----------    -----------

        Total operating expenses ..............     $18,685,400    $19,462,200
                                                    -----------    -----------

        Income from operations ................         479,500        350,500

  Interest expense ............................        (226,000)      (139,500)
                                                    -----------    -----------

       Earnings before income taxes ...........     $   253,500    $   211,000

Provision for income taxes ....................        (107,500)       (89,400)
                                                    -----------    -----------
       Net earnings ...........................     $   146,000    $   121,600
                                                    -----------    -----------
                                                    -----------    -----------

Earnings per share:
       Basic ..................................     $       .10    $       .08
       Diluted ................................     $       .10    $       .08

Weighted Average Number of common shares 
 outstanding:
       Basic ..................................       1,443,062      1,436,862
       Diluted ................................       1,508,404      1,509,610
</TABLE>


The accompanying notes are an integral part of these statements.


                                       4
<PAGE>


                       QuesTech, Inc. and Subsidiaries

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>

                                                         Three Months
                                                        Ended March 31
                                                      ------------------
                                                      1998          1997
                                                      ----          ----
<S>                                               <C>            <C>        
Increase (Decrease) in Cash and Cash Equivalents

Cash flows from operating activities:
  Net earnings ................................   $   146,000    $   121,600
Adjustments to reconcile net earnings to
  Net cash provided by operating activities:
    Depreciation and amortization .............       304,800        272,700
    Increase in value of Deferred Compensation
      Plan assets .............................       (45,000)       (50,000)
    Changes in assets and liabilities .........    (1,089,300)     1,296,600
                                                  -----------    -----------
      Net cash (used in) provided by 
        operating activities ..................      (683,500)     1,640,900
                                                  -----------    -----------

Cash flows from investing activities:
  Capital expenditures ........................      (189,300)      (327,600)
                                                  -----------    -----------
      Net cash used in investing activities ...      (189,300)      (327,600)
                                                  -----------    -----------

Cash flows from financing activities:
  Increase(Decrease) in Line of Credit ........     1,018,100     (1,227,400)
  Cash proceeds from exercise of stock options          4,000         13,600
  Repayment of long-term debt .................      (124,500)       (97,400)
  Repayment of Other Long-Term Obligations ....       (21,700)       (20,000)
                                                  -----------    -----------
      Net cash provided by (used in) financing
        activities ............................       875,900     (1,331,200)
                                                  -----------    -----------

Net increase(decrease) in cash ................         3,100        (17,900)
Cash, beginning of period .....................       108,500         54,300
                                                  -----------    -----------
Cash, end of period ...........................   $   111,600    $    36,400
                                                  -----------    -----------
                                                  -----------    -----------

Cash payments for:
  Interest ....................................   $   224,100    $   133,600
  Income taxes ................................        15,800        268,300

Non-cash financing activities:
Issuance of 268,000 shares to the SECT ........     2,144,000            --
Sale of 28,847 shares of Treasury stock
  to the SECT .................................       180,300            --

</TABLE>


The accompanying notes are an integral part of these statements.


                                       5
<PAGE>


                       QuesTech, Inc. and Subsidiaries

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>

                                                       Three Months
                                                      Ended March 31
                                                    -----------------
                                                    1998           1997
                                                    ----           ----
<S>                                           <C>            <C>        
Common Stock:
  Beginning balance .........................  $    82,800     $    82,500
  Exercise of options .......................          100             200
  Issuance of shares to the SECT ............       13,400             --
                                               -----------     -----------
  Ending balance ............................       96,300          82,700
                                               -----------     -----------

Additional paid in capital
  Beginning balance .........................    2,878,300       2,835,600
  Exercise of options .......................        3,900          13,300
  Issuance of shares to the SECT ............    2,130,700             --
                                               -----------     -----------
  Ending balance ............................    5,012,900       2,848,900
                                               -----------     -----------

Retained Earnings
  Beginning balance .........................    4,297,900       3,652,000
  Net Earnings ..............................      146,000         121,600
                                               -----------     -----------
  Ending balance ............................    4,443,900       3,773,600
                                               -----------     -----------

Treasury Shares:
  Beginning balance .........................     (210,500)       (193,100)
  Re-issuance of shares .....................      180,300             --
  Exercise of options .......................          --              --
                                               -----------     -----------
  Ending balance ............................      (30,200)       (193,100)
                                               -----------     -----------

Due from SECT
  Beginning balance .........................     (344,600)       (344,600)
  Issuance of shares to the SECT ............   (2,324,300)           --
                                               -----------     -----------
  Ending balance ............................   (2,668,900)       (344,600)
                                               -----------     -----------
Total Stockholders' Equity ..................  $ 6,854,000     $ 6,167,500
                                               -----------     -----------
                                               -----------     -----------

</TABLE>

The accompanying notes are an integral part of these statements.


                                       6
<PAGE>

                       QuesTech, Inc. and Subsidiaries

                 Notes to Consolidated Financial Statements
                           March 31, 1998 and 1997
                                 (Unaudited)




1.   General

     The accompanying unaudited condensed consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and note disclosures normally included
in the annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the company believes that the disclosures made
are adequate to make the information presented not misleading.

     In the opinion of management, the accompanying condensed financial
statements for the periods presented reflect all adjustments and
reclassifications that are necessary for fair presentation. It is suggested that
these condensed financial statements be read in conjunction with the
consolidated financial statements and the notes thereto included in the
company's latest annual report to the Securities and Exchange Commission on Form
10-K.

2.   Earnings Per Share

     In 1997 the Financial Accounting Standards Board issued Financial
Accounting Standard No. 128 (SFAS 128), "Earnings Per Share." This Statement
replaces the presentation of primary EPS with a presentation of basic EPS. It
also requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator in the diluted EPS computation. Basic EPS ignores
potential dilution and is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted EPS reflects potential dilution, dilution that would occur if
securities were converted into common stock or other contracts to issue common
stock were exercised, resulting in the issuance of addition common stock that
would share in the earnings of the entity. In complying with the requirements of
SFAS No. 128, the Company has restated all prior period EPS data.

     Although outstanding, the shares held by the Company-controlled Stock
Employee Compensation Trust ("SECT") are excluded from the weighted average
number of shares, for purposes of calculating earnings per share. As of March
31, 1998, a total of 366,600 shares are subject to outstanding stock option

                                       7

<PAGE>

agreements and if dilutive, are accounted for as common stock equivalents 
under the treasury stock method. The strike prices of these options range 
from $4.00 to $7.70 per share. The average bid price of the Company's stock 
for the quarter ended March 31, 1998 was $6.83 per share.

     The following table reconciles basic and diluted EPS:
<TABLE>
<CAPTION>

                                                      Three Months
                                                     Ended March 31
                                                   ------------------
                                                   1998         1997
                                                   ----         ----
<S>                                           <C>           <C>
Numerator
Net Income                                      $  146,000    $  121,600
                                                ----------    ----------
                                                ----------    ----------

Denominator
Denominator for basic EPS-weighted
 average shares                                  1,443,062     1,436,862

Effect of dilutive securities stock options         65,342        72,748
                                                ----------    ----------

Denominator for diluted EPS                      1,508,404     1,509,610
                                                ----------    ----------
                                                ----------    ----------
</TABLE>

Disclosures about Segments of an Enterprise and Related Information

     The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 131 (SFAS 131), "Disclosures about Segments
of an Enterprise and Related Information," effective for periods beginning after
December 15, 1997. This Statement establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers.

     The Statement need not be applied to interim financial statements in the
initial year of its application, but comparative information for interim periods
in the initial year of application shall be reported in financial statements for
interim periods in the second year of application. The Company has opted to
comply with the Statement's requirements effective with its filing of the 1998
10-K.


                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition
                       and Results of Operations


RESULTS OF OPERATIONS

     The following table sets forth major items included in the Unaudited
Consolidated Statement of Earnings as a percentage of revenue.
<TABLE>
<CAPTION>

                                                  Three Months Ended
                                                       March 31
                                                  ------------------
                                                   1998        1997
                                                   ----        ----
<S>                                             <C>         <C>    
Revenues                                          100.00%     100.00%
Operating Expenses                                 97.50%      98.23%
                                                  ------      ------ 
Income from operations                              2.50%       1.77%
Interest                                           (1.18%)      (.70%)
Provision for income taxes                          (.56%)      (.45%)
                                                  ------      ------
     Net Earnings                                    .76%        .62%
                                                  ------      ------ 
                                                  ------      ------ 
</TABLE>


     Revenues for the three months ended March 31, 1998 were $19.2 million, 
down 3% when compared with the same period in 1997. Revenues were impacted by 
a revenue decline in the government contracts segment, as a result of the 
transition of work associated with the Company's largest contract, TEFS, from 
the former Vint Hills Farm Station in Warrenton, Virginia to Fort Monmouth, 
New Jersey adjacent to the Army's Communications Electronics Command. TEFS' 
revenues accounted for only 30% of the Company's combined government contract 
revenues during the first quarter of 1998, as compared to 37% during the same 
period last year. In addition, revenues from another large Army contract, 
HTRD, declined as it nears completion this year. Revenue reductions from 
these two contracts were partially mitigated by growth in new business, 
particularly in video graphics production and technical and engineering 
acquisition support.

     In the commercial segment, revenues were $16,700 during the first quarter
of 1998. Production, which was expected to commence in March, 1998, has been
postponed until the second quarter of 1998 at the request of the customer. There
were no reportable revenues during the first quarter of 1997.

     Salaries, wages and employee benefits as a component of total operating 
expenses increased as a result of additional direct labor requirements for 
contracts awarded late 1997. Other operating expenses declined as a result of 
reduced contractual requirements for pass-through expenses, primarily for 
TEFS, and delays in bid and proposal (B & P) expenditures. Management expects 
B & P expenditures to increase during the course of the year. In addition, 
management undertook a major cost containment initiative in order to temper 
the rate of increase of certain indirect expenses, thereby benefiting 
profitability of certain T & M (time and materials) contracts. In the 
aggregate, total operating expenses for the first quarter of 1998 declined by 
approximately 4% when compared with the same period last year.

                                       9
<PAGE>




     Income from operations at March 31, 1998, was $479,500, up 37% compared to
the same period last year. Expense decline and improved margins on certain
contracts contributed to the growth in income from operations.

     During the first quarter of 1998, pretax income was $253,500, which
increased 20% over the same period in 1997 notwithstanding the increased
interest expense arising from higher levels of borrowing under the line of
credit. Earnings per share were $.10 on net earnings of $146,000, up 25% and 20%
respectively over the same period last year, when earnings per share were $.08
on net earnings of $121,600.

LIQUIDITY AND CAPITAL RESOURCES

     The following table sets forth certain financial data with respect to
changes in the Company's liquidity and capital resources since December 31, 1997
(in thousands of dollars except for ratios):
<TABLE>
<CAPTION>

                             3/31/98       12/31/97    NET CHANGES
                             -------       --------    -----------
<S>                        <C>            <C>          <C>   
Working capital              $ 2,075        $ 1,862      $  213
Current assets                15,013         13,585       1,428
Current liabilities           12,938         11,723       1,215
Working capital ratio (1)      1.16           1.16          --
</TABLE>

(1) Current assets over current liabilities.

     During the first quarter of 1998, the Company used borrowings under its 
line of credit facility to finance its operations and capital expenditures. 
Capital expenditures were incurred primarily to expand the Company's wide 
area network by two additional sites and to upgrade PC (personal computers) 
equipment. Cash flows from operations were impacted by a recent increase in 
receivables, pending receipt of additional funding.

     In addition, during the first quarter of 1998, the Company allocated
268,000 shares of newly issued common stock and re-issued 28,847 shares of
Treasury stock to the SECT. In consideration for the subject shares, the SECT
executed a promissory note to the Company in the amount of $2.3 million. The
note will be liquidated upon the SECT's release of shares of stock to fund the
exercise of stock options granted to certain Company employees under the
Company's various stock option plans.

     Subsequent to the date of the financial statements, the Company 
renegotiated an increase in its line of credit from $6 million to $8 million 
and an extension of the term to March 31, 1999. Other terms of the agreement 
did not materially change.


                                       10
<PAGE>

YEAR 2000 ISSUE

     Management has undertaken an investigation of whether the Company will 
be adversely impacted by the issue of whether its systems are year 2000 
compliant. Based on this review, management has determined that a material 
adverse impact on the Company's financial statements is unlikely.

INFLATION

     During the first quarter of 1998, the impact of inflation on the Company's
costs has been minimal. Inflationary costs are normally anticipated in the
pricing structure of contracts and recovered through the reimbursement of
contract costs incurred.

BACKLOG

     Set forth in the table below is the Company's funded and unfunded backlog
as of March 31, 1998 and March 31, 1997.
<TABLE>
<CAPTION>

                Funded Backlog                 Unfunded Backlog
                --------------                 ----------------
                   March 31                        March 31
                   --------                        --------
              1998          1997              1998           1997
              ----          ----              ----           ----

        <S>           <C>              <C>            <C>  
          $43,334,536   $37,117,900      $315,916,164   $360,272,800
</TABLE>

     "Backlog" is the aggregate contract revenues remaining to be earned under
written contracts as of the stated date. "Funded backlog" is that portion which
is covered by funding appropriations to and allotments by the procuring
agencies. "Unfunded backlog" is that portion of backlog equal to the backlog
less the funded backlog. Although there can be no assurance that unfunded
backlog will become funded backlog, historically a majority of the Company's
unfunded backlog has eventually been converted into funded backlog.


                                       11
<PAGE>

                                   PART II


Item 1.  Legal Proceedings

     The Company, including its subsidiaries, are not subject to any material
pending legal proceedings, and none of the assets of the Company or its
subsidiaries are subject to any such proceedings, other than routine litigation,
if any, incidental to the business and against which the Company is either
adequately insured, or which is not material.


Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibits required in connection with this quarterly report on Form 10-Q
are listed in the Exhibit Index following the signature page. Certain of such
exhibits, which have heretofore been filed with the Securities and Exchange
Commission and which are designated by reference to their exhibit numbers in
prior filings are incorporated herein as exhibits by such reference and made a
part hereof.

     (b) No reports on Form 8-K were filed during the quarter ended March 31,
1998.

                                       12

<PAGE>


                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                QuesTech, Inc.
                                       --------------------------------
                                                 (Registrant)




Date:   May 6, 1998                         V. L. Salvatori
     ----------------------            --------------------------------
                                          Vincent L. Salvatori
                                          Chief Executive Officer and
                                          Chairman of the Board



Date:   May 6, 1998                         J. P. O'Connell, Jr.
     ----------------------            --------------------------------
                                          Joseph P. O'Connell, Jr.
                                          Vice President and
                                          Chief Financial Officer





                                       13
<PAGE>

                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>

                                                                   Sequential
Exhibit No.      Description                                      page numbers
-----------      -----------                                      ------------
<S>            <C>                                              <C>
 3             Restated Articles of Incorporation                     *
               and Bylaws of the Registrant,
               incorporated by reference to Exhibit 3
               of the Registrant's Registration
               No. 2-88617

10.1           Officer and Managers Discretionary                     *
               Bonus Plan, as amended and restated, 
               incorporated by reference to
               Exhibit 10(d) of Registrant's Annual 
               Report on Form 10-K for the
               period ended December 31, 1987

10.2           QuesTech Variable Deferral Plan                        *
               incorporated by reference to Exhibit
               10(k) of Registrant's Annual Report 
               on Form 10-K for the period
               ended December 31, 1987

10.3           Limited Partnership Agreement with                     *
               respect to the Kitty Hawk Office Center 
               incorporated by reference to Exhibit 10(v) 
               of Registrant's Annual Report on Form 
               10-K for the period ended December 31, 1989

10.5           Amended QuesTech, Inc. Officers and                    *
               Managers Deferred Compensation Plan 
               incorporated by reference to Exhibit 10(t)
               of Registrant's Annual Report on Form 10-K 
               for the period ended December 31, 1992

10.6           Lease dated November 24, 1993 between                  *
               Louis Esposito and the Registrant
               incorporated by reference to Exhibit
               10(x) of Registrant's Annual Report
               on Form 10-K for the period ended
               December 31, 1993

10.7           QuesTech, Inc. Stock Employee Compen-                  *
               sation Trust incorporated by reference
               to Exhibit 10(y) of Registrant's Annual 
               Report on Form 10-K for the 
</TABLE>


                                       14
<PAGE>

<TABLE>

<S>            <C>                                                    <C>    
               period ended December 31, 1993

               (a)  Amended and Restated Stock                        *
                    Employee Compensation Trust
                    incorporated by reference to
                    Exhibit 10(q) of Registrant's
                    Annual Report on Form 10-K for
                    the period ended December 31, 1995

               (b)  Amended and Restated Stock Employee              32
                    Compensation Trust dated March 25,
                    1998

10.8           1994 Incentive Stock Option Plan                       *
               incorporated by reference to Exhibit 10(aa)
               of Registrant's Annual Report on Form 10-K 
               for the period ended December 31, 1994

               (a)  Amendment to 1994 Incentive Stock                 *
                    Option Plan dated November 15,
                    1995 incorporated by reference to
                    Exhibit 10(p) of Registrant's
                    Annual Report on Form 10-K for
                    the period ended December 31, 1995

10.9           Lease dated March 14, 1995 between John                *
               Hancock Mutual Life Insurance Company
               and the Registrant incorporated by
               reference to Exhibit 10(cc) of Regis-
               trant's Annual Report on the Form 10-K
               for the period ended December 31, 1994

10.10          Amended and Restated Loan and Security                 *
               Agreement between Signet Bank and the
               Registrant, dated June 3, 1996 incorp-
               orated by reference to Exhibit 10(r) of
               Registrant's Quarterly Report on Form
               10-Q for the period ended June 30, 1996

               (a)  Amendment No. 1, dated May 31, 1997               *
                    1997, to the Amended and Restated
                    Loan and Security Agreement between
                    between Signet Bank and Registrant,
                    incorporated by reference to
                    Exhibit 10(t) of Registrant's
                    Quarterly Report on Form 10-Q for
                    the period ended June 30, 1997
</TABLE>


                                       15
<PAGE>


<TABLE>

<S>          <C>                                                    <C>    
               (b)  Amendment No. 2, dated December 23,               *
                    1997, to the Amended and Restated
                    Loan and Security Agreement between
                    Signet Bank and Registrant, incorpor-
                    ated by reference to Exhibit 10.10(b)
                    of registrant's Annual Report on
                    Form 10-K for the period ended
                    December 31, 1997

               (c)  Amendment No. 3, dated April 5, 1998,            19
                    to the Amended and Restated Loan and
                    Security Agreement between First
                    Union National Bank, successor by
                    merger to Signet Bank and Registrant

               (d)  Amendment No. 4, dated April 28, 1998,           26
                    to the Amended and Restated Loan and
                    Security Agreement between First
                    Union National Bank, successor by
                    merger to Signet Bank and Registrant

10.11          Equipment Lease between General                        *
               Electric Capital Corporation and
               Registrant, dated October 24, 1996 
               incorporated by reference to Exhibit 10(x)
               of Registrant's Quarterly Report on Form 10-Q
               for the period ended September 30, 1996

10.12          1996 Incentive Stock Option Plan dated                 *
               May 24, 1996, incorporated by reference to 
               Exhibit 10(a)(i) of Registrant's Annual Report
               on Form 10-K for the period ended 
               December 31, 1996

               (a)  Amendment No. 1, dated March 15,                  *
                    1997, to 1996 Incentive Stock
                    Option Plan, incorporated by
                    reference to Exhibit 10.12(a) of
                    Registrant's Annual Report on
                    Form 10-K for the period ended
                    December 31, 1997

10.13          Stock Option Plan for Non-employee                     *
               Directors, dated November 1, 1996,
               incorporated by reference to Exhibit
               10(a)(ii) of Registrant's Annual
               Report on Form 10-K for the period
               ended December 31, 1996
</TABLE>


                                       16
<PAGE>


<TABLE>

<S>            <C>                                                    <C>    
10.14          Sixth Amended Employment Agreement                     *
               between Vincent L. Salvatori and Registrant, 
               dated November 24, 1997, incorporated by 
               reference to Exhibit 10.14 of Registrant's
               Annual Report on Form 10-K for the period 
               ended December 31, 1997

10.15          Third Amended Employment Agreement                     *
               between Gerald F. Mayefskie and Registrant,
               dated November 17, 1997, incorporated by 
               reference to Exhibit 10.15 of Registrant's
               Annual Report on Form 10-K for the period 
               ended December 31, 1997

10.16          First Amendment to Deed of Lease                       *
               between John Hancock Mutual Life
               Insurance Company and the Registrant,
               dated December 31, 1997, incorporated
               by reference to Exhibit 10.16 of
               Registrant's Annual Report on Form
               10-K for the period ended
               December 31, 1997

21             Subsidiaries of the Registrant,                        *
               incorporated by reference to Exhibit
               21 of Registrant's Annual Report on 
               Form 10-K for the period ended 
               December 31, 1997

27             Financial Data Schedule                               48
</TABLE>

 * Previously filed; incorporated herein by reference.


                                       17