Amendment to 1994 Incentive Stock Option Plan
         
          The General Counsel advised the Board that the
          Company's Incentive Stock Option Plans ("ISOP") adopted
          in 1982 and 1994 were inadvertently drafted to permit
          employees to elect either stock or the cash value of
          the appreciated stock.  These cash elections are known
          as "SAR's", for "stock appreciation rights".  Certain
          technical amendments were proposed to delete the SAR
          provisions from the 1982 and 1994 plans.  The Board
          found as follows:
          WHEREAS, in 1982 the Company adopted an Incentive Stock
     Option Plan which has been amended from time to time by the
     Board of Directors (the "1982 Plan") and which provides that
     no further options may be granted thereunder after January
     21, 1992; 

          WHEREAS, in 1994 the Board of Directors adopted,
     and the shareholders of the Company approved, the
     QuesTech, Inc. Incentive Stock Option Plan (the "1994
     Plan"); 

          WHEREAS, in 1993, the Company established the
     QuesTech, Inc. Stock Employee Compensation Trust (the
     "SECT") for the purpose of holding and administering a
     trust fund consisting principally of securities of the
     Company in order to assure satisfaction of certain of
     the Company's obligations under the Company's employee
     stock benefit plans (including specifically the 1982
     Plan, any successor plan and such other plans as the
     Trustees of the SECT may designate); 

          WHEREAS, both the 1982 Plan and the 1994 Plan
     contain provisions pursuant to which an optionee, in
     lieu of exercising an option granted under the plan,
     may elect to receive a payment in cash equal to the
     amount by which the fair market value of the Common
     Stock underlying the option on the date of exercise
     exceeds the exercise price under the option (referred
     to as a stock appreciation right or "SAR"); 

          WHEREAS, the Board of Directors has determined it
     to be in the best interest of the Company to eliminate

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     the automatic SARs from both the 1982 Plan and the 1994
     Plan and to seek from holders of outstanding options
     granted under those plans waiver of such rights; 

          WHEREAS, in connection with certain clarifying
     amendments being made by the Board of Directors to the
     SECT, the Board of Directors is desirous of making
     certain conforming clarifications to each of the 1982
     Plan and the 1994 Plan;  

          WHEREAS, the Board of Directors retained the right
     to amend the 1982 Plan and the 1994 Plan, so long as
     such amendments affecting previously granted options
     did not result in such options failing to constitute
     "incentive stock options" within the meaning of Section
     422A(b) of the Internal Revenue Code, as amended (the
     "Code"); and 

          WHEREAS, the Board of Directors is advised that
     the amendments to the 1982 Plan and the 1994 Plan in
     form and substance as set forth in the attached Exhibit
     A and Exhibit B, respectively, will not result in
     incentive stock options previously granted under such
     plans failing to constitute "incentive stock options"
     within the meaning of Section 422A(b) of the Code. 

          NOW THEREFORE, upon motion duly made and seconded,
     be it 

      RESOLVED, that Section 12 of each of the 1982 Plan and the
     1994 Plan be and hereby is amended to delete all of
     subparagraph (b), delete the designation of subparagraph (a)
     and revise said subparagraph (a) as follows (new language
     underscored; deleted language in brackets and bold face):  

          "The Option, or any part thereof, shall be
          exercised by the giving of written notice to
          the Secretary of the Corporation in the form
          attached to the stock option agreement
          specifying the number of shares to be
          purchased, accompanied by payment in full of
          the aggregate option price of the number of
          shares purchased.  Such exercise shall be
          effective upon receipt of such written notice
          and payment by the Secretary.  Neither the
          Employee nor his legal representative,
          legatee or distributee, shall be or be deemed
          to be a holder of any shares subject to such
          option unless or until he has received [the
          Certificate] a certificate or certificates
          [from the transfer agent of the Corporation,

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          and] evidencing the shares, and has been
          recorded, in the ordinary course of business,
          on the books and records of the Corporation,
          as the record holder of such shares."

          RESOLVED FURTHER that Section 6(d) of the 1994
     Plan be and hereby is amended to delete therefrom the
     last sentence.  

          RESOLVED FURTHER that Section 17 of each of the
     1982 Plan and the 1994 Plan be and hereby is deleted in
     its entirety.  

          RESOLVED FURTHER that amendment of all outstanding
     options under the 1982 Plan and the 1994 Plan to
     eliminate the automatic SAR provisions is hereby
     approved by the Board of Directors. 

          RESOLVED FURTHER that the executive officers of
     the Company be, and each of them hereby is, authorized
     for and in the name and on behalf of the Company, to
     take any and all further action and to execute and
     deliver any and all agreements, certificates,
     instruments and other documents which such executive
     officer approves as necessary or appropriate to
     effectuate the foregoing resolutions, and the execution
     and delivery of any such agreements, certificates,
     instruments and other documents shall be conclusive
     evidence of such approval.

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   Amendment to QuesTech's Stock Employment Compensation Trust


          The General Counsel advised the Board to amend the
          Company's Stock Employment Compensation Trust (the
          "SECT") to remove some ambiguities with regard to the
          intended use of the SECT stock, i.e. to fund stock
          options, to clarify the accounting for contributions
          made by employees to the SECT, and to adopt several
          other technical provisions.  The Board found as
          follows:               

          WHEREAS, effective December 31, 1993, the Company
     established a trust, known as the QuesTech, Inc. Stock
     Employee Compensation Trust (the "SECT") for the
     purpose of holding and administering a trust fund
     consisting principally of securities of the Company in
     order to assure satisfaction of certain of the
     Company's obligations under certain of its employee
     stock benefit plans; 

          WHEREAS, in establishing the SECT, the Company
     intended to provide for eligible employees an
     additional benefit plan pursuant to which those
     employees would enjoy certain rights;  

          WHEREAS, in addition, the Company intended that
     shares of its Common Stock held in trust by the SECT
     would be used for issuances of Common Stock called for
     upon the exercise of employee stock options;

          WHEREAS, pursuant to Section 8.1 of the SECT, the
     Board of Directors has the power to amend the SECT (so
     long as it does not adversely affect the contingent
     rights of Plan Participants (as that term is defined in
     the SECT) and to correct any errors or clarify any
     ambiguities or issues of interpretation under the SECT; 

          WHEREAS, the Board of Directors is desirous of
     amending certain provisions of the SECT to clarify the
     intended functions of the SECT and its trust fund; 

          WHEREAS, in addition, in connection with certain
     amendments to the Company's incentive stock option plans,
     the Board of Directors is desirous of making certain
     conforming changes to the SECT; and 

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          WHEREAS, the Board of Directors has concluded that
     none of the desired amendments adversely affects the
     contingent rights of Plan Participants. 

          NOW, THEREFORE, upon motion duly made and
     seconded, be it

     RESOLVED, that Section 2.1 of the SECT be and hereby is
     amended as follows (new language underscored; deleted
     language bracketed and in bold face):

          "2.1.  Initial Contribution.  For the initial
          Trust Year, the Company shall be credited
          with a contribution to the Trust in cash of
          Four Hundred Thirty-Two Thousand Five Hundred
          Dollars ($432,500.00), which shall enable the
          Trustee to acquire 221,792 shares of Company
          Stock which shall be utilized for purposes of
          funding Common Stock issuances upon the
          exercise of employee stock options issued by
          the Company under the QuesTech Plans, as more
          specifically set forth in Section 3.1 below. 
          The Trust shall return to the Company an
          interest bearing promissory note in the
          principal sum of Four Hundred Thirty-Two
          Thousand Five Hundred Dollars ($432,500.00),
          which note shall constitute the Loan and
          shall be the obligation of the Trust. 
          [Unless otherwise expressly provided herein,
          the Trustee shall apply all future
          contributions to the Trust, dividends and
          earnings to the payment of principal and
          interest due under the Loan.]"  

          FURTHER RESOLVED, that Section 2.2 of the SECT be
     and hereby is amended as follows (new language
     underscored; deleted language bracketed and in bold
     face):

          "2.2  Repayment and Forgiveness of Loan. 
          [Contributions.]  For each Trust Year in
          which Plan Participants exercise stock
          options under the QuesTech Plans, the Company
          may attribute to repayment of the Loan (in
          the form of a reduction of the principal
          amount outstanding thereunder) the cash
          exercise price received from such Plan
          Participants (a "Principal Reduction").  [the
          Participants contribute to the Trust, such] 
          Cash that shall be received by the Trust [in

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          such amounts], together with dividends, as
          provided in Section 2.3, and any other
          earnings of the Trust, shall enable the
          Trustee to make all payments of principal and
          interest due under the Loan on a timely
          basis.  Unless otherwise expressly provided
          herein, the Trustee shall apply all cash
          [such] contributions, dividends and earnings
          to the payment of principal and interest due
          under the Loan.  If, at the end of any Trust
          Year, no cash [such] contributions have [has]
          been made [in cash by any of the
          Participants], such amount equal to the
          interest carry for that year shall be deemed
          to have been made in the form of forgiveness
          of the interest on the Loan.  [In the event a
          Participant chooses the payment of his stock
          appreciation rights under his stock option
          agreement, rather than the exercise of his
          option, the Company shall determine whether
          that portion of the principal of the Note
          shall be forgiven or otherwise satisfied.]"

          FURTHER RESOLVED, that Section 3.1 of the SECT be
     and hereby is amended as follows (new language
     underscored; deleted language bracketed and in bold
     face):  

          "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.  [Subject to the other
          provisions of this Article 3, upon the
          payment or forgiveness of any principal on
          the Loan (a "Principal Payment"), the number
          of shares of Company Stock represented by the
          Principal Payment to be issued in connection
          with the repayment of the proceeds of the
          Loan shall be available for allocation
          ("Available Shares") as provided in this
          Article 3.]"

          FURTHER RESOLVED, that Section 3.2 of the SECT be
     and hereby is amended as follows (new language
     underscored; deleted language bracketed and in bold
     face):  

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          "3.2.  Allocations.  For the purposes of this
          Trust, shares of Company Stock [Subject to
          the provisions of this Article 3, Available
          Shares] shall be allocated as directed by the
          Trustee to the Plans and the Plan
          Participants as the Trustee may determine in
          accordance with the requirements of the
          QuesTech Plans.  The Trustee's discretion
          shall be limited to the amounts allocated
          among the QuesTech Plans, with the allocation
          itself being mandatory.  Subject to this
          Article 3, 200,000 shares have been allocated
          to the 1982 Incentive Stock Option Plan and
          21,792 shares to two non-qualified options. 
          All remaining 57,292 shares [shall be
          considered Available Shares and] will
          continue in trust until such time as the
          Trustee determines to utilize such shares, if
          at all, to fund such other plans of the
          Company or its subsidiaries."

          FURTHER RESOLVED, that Section 3.3 of the SECT be
     and hereby is amended as follows (new language
     underscored; deleted language bracketed and in bold
     face):  

          "3.3  Excess Shares.  [(a) Notwithstanding
          the provisions of Section 3.2, Available] 
          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
          [Section 3.3].  

               "[(b)  In the event that at the end of
          any Calculation Period there are Excess
          Shares that have not been allocated pursuant
          to Section 3.2(b), such Excess Shares may,
          subject to the provisions of this subsection
          (c), be distributed in each Trust year in the
          next Calculation Period as directed by the
          Trustee taking into account the best interest
          of the individuals employed by the Company
          and its subsidiaries.]"

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