AMENDMENT

                  AMENDMENT(the "Amendment"), dated as of March 23, 2000, among
FEDERAL DATA CORPORATION (the "Borrower"),  the institutions party to the Credit
Agreement referred to below (the "Lenders") and BANKERS TRUST COMPANY,  as Agent
(the "Agent"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings provided such terms in the Credit Agreement.

                                      W I T N E S S E T H :
                                      -------------------

                  WHEREAS, the Borrower,  the Banks and the Agent are parties to
a Credit  Agreement  dated as of July 25,  1997 (as  currently  in  effect,  the
"Credit Agreement");

                  WHEREAS, the parties hereto wish to amend the Credit Agreement
 as herein provided;

                  NOW, THEREFORE, it is agreed:

                  1. Section 8.09 of the Credit  Agreement is hereby  amended by
adding  the  parenthetical  "($2,000,000  for the  period  from  January 1, 2000
through and including September 30, 2000)" at the end of thereof.

                  2. Section 8.10 of the Credit Agreement is hereby amended by
deleting the line reading:

                  "March 31, 2000 through

                      December 31, 2000                             5.00:1.00"

and inserting in lieu of:

                  "March 31, 2000 through

                      September 30, 2000                            5.65:1.00

                   December 31, 2000                                5.00:1:00"

                  3. Section 8.11 of the Credit Agreement is hereby amended by
deleting the line reading:

                  "December 31, 1999 through

                      September 30, 2000                            1.90:1.00"

and inserting in lieu thereof:

                  "December 31, 1999                                1.90:1.00

                  March 31, 2000 through

                      September 30, 2000                            1.75:1.00"

                  4.  Clause  (C) of the  definition  of  "Available  Amount" is
hereby deleted in its entirety and replaced with a new clause (C) to read:

                  "(C) the lesser of (x) $100  million  less the then  Floorplan
                  Outstandings  and (y) the Borrowing Base at such time less the
                  then Floorplan Outstandings."

                  5. The Lenders hereby  acknowledge that the Agent has approved
aggregate  Indebtedness  under the  Floorplan  Financing  permitted  pursuant to
Section  8.04(f) of the Credit  Agreement in an amount not to exceed $50 million
at any time outstanding.

                  6.  This  Amendment  is  limited  as  specified  and shall not
constitute a  modification,  acceptance or waiver of any other  provision of the
Credit Agreement or any other Credit Document.

                  7.  This   Amendment   may  be   executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which counterparts when executed and delivered shall be an original,  but all
of which shall together  constitute one and the same instrument.  A complete set
of counterparts shall be lodged with the Borrower and the Agent.

                  8.  This  Amendment  and the  rights  and  obligations  of the
parties  hereunder shall be construed in accordance with and governed by the law
of the State of New York.

                  9. This  Amendment  shall  become  effective  on the date (the
"Effective  Date")  on which all of the  following  conditions  shall  have been
satisfied:

                  (i) each of the  Borrower  and the  Required  Banks shall have
signed a copy  hereof  (whether  the same or  different  copies)  and shall have
delivered  (including by way of telecopier)  the same to the Agent at its Notice
Office; and

                  (ii) the Borrower shall have paid to the Agent for the account
of each Bank that has executed and delivered a counterpart  of this Amendment on
or prior to the Effective  Date an Amendment Fee equal to 0.20% of the amount of
the Commitment of each such Bank.

                  10.  At all  times  on  and  after  the  Effective  Date,  all
references  in the  Credit  Agreement  and each of the Credit  Documents  to the
Credit Agreement shall be deemed to be references to such Credit Agreement after
giving effect to this Amendment.

                                                                 * * *

                  IN WITNESS  WHEREOF,  each of the parties  hereto has caused a
counterpart  of this  Amendment to be duly executed and delivered as of the date
first above written.

                                                FEDERAL DATA CORPORATION

                                                      /s/  James M. Dean
                                                By:----------------------------
                                                   Name: James M. Dean
                                                   Title: VP, CFO



                                                     BANKERS TRUST COMPANY,
                                                     Individually as Agent and
                                                     as Collateral Agent

                                                      /s/ Mary Kay Coyle
                                                By:----------------------------
                                                   Name: Mary Kay Coyle
                                                   Title: Managing Director



                                                     IBJ WHITEHALL BANK & TRUST
                                                        COMPANY

                                                      /s/ David Thalmann
                                                By:----------------------------
                                                   Name: David Thalmann
                                                   Title: Director

                                                  BANK AUSTRIA CREDITANSTALT
                                                        CORPORATE FINANCE, INC.

                                                      /s/ Patrick Rounds
                                                By:----------------------------
                                                   Name: Patrick Rounds
                                                   Title: Vice President

                                                      /s/ Jack Bertges
                                                By:----------------------------
                                                   Name: Jack Bertges
                                                   Title: EVP


                                                  FIRST SOURCE FINANCIAL LLP
                                                By: FIRST SOURCE FINANCIAL INC.,
                                                               Its Agent/Manager

                                                      /s/ John P. Thacker
                                                By:----------------------------
                                                   Name: John P. Thacker
                                                   Title: Senior Vice President


                                                FLEET NATIONAL BANK
                                                F/R/A BANKBOSTON, N.A.

                                                      /s/ Richard D. Hill, Jr.
                                                By:----------------------------
                                                   Name: Richard D. Hill, Jr.
                                                   Title: Managing Director


                                                     THE BANK OF NEW YORK

                                                      /s/ Ronald R. Reedy
                                                By:----------------------------
                                                   Name: Ronald R. Reedy
                                                   Title: Vice President


                                                CREDIT LYONNAIS NEW YORK BRANCH

                                                      /s/ Garcia Agnes
                                                By:----------------------------
                                                   Name: Garcia Agnes
                                                   Title: Vice President

                                                     PNC BUSINESS CREDIT


                                                      /s/ Wing C. Louis
                                                By:----------------------------
                                                   Name: Wing C. Louis
                                                   Title: Vice President


                                                    FIRST UNION NATIONAL BANK

                                                      /s/ Mary S. Dolan
                                                By:----------------------------
                                                   Name: Mary S. Dolan
                                                   Title: Vice President