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                                  PARAVANT INC.

                    Nonemployee Directors' Stock Option Plan
         (As Amended March 12, 1998, March 11, 1999 and August 30, 2001)


         1. Establishment. There is hereby established the Paravant Inc.
Nonemployee Directors' Stock Option Plan (the "Directors' Plan") pursuant to
which certain directors of Paravant Inc. (the "Corporation") may be granted
options to purchase shares of common stock, par value $0.015 par share ("Common
Stock"), and thereby share in the future growth of the business. The purposes of
the Directors' Plan is to attract and retain the services of non-employee
members of the Board of Directors and to provide them with increased motivation
and incentive to exert their best efforts on behalf of the Corporation by
enlarging their personal stake in the Corporation.

         2. Status of Options. The options to be issued pursuant to this
Directors' Plan ("Options") shall not constitute incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

         3. Eligibility. All directors of the Corporation who are not employees
of the Corporation or any of its subsidiaries (collectively, the "Participants")
shall be eligible to be granted Options under this Directors' Plan.

         4. Number of Shares Covered by Options; No Preemptive Rights. The total
number of shares which may be issued and sold pursuant to Options granted under
this Directors' Plan shall be 225,000 shares of Common Stock (or the number and
kind of shares of stock or other securities which, in accordance with Section 8
of this Directors' Plan, shall be substituted for such shares of Common Stock or
to which said shares shall be adjusted; hereinafter, all references to shares of
Common Stock are deemed to be references to said shares or shares so adjusted).
The issuance of shares upon exercise of an Option shall be free from any
preemptive or preferential right of subscription or purchase on the part of any
stockholder. If any outstanding Option granted under this Directors' Plan is
terminated for any reason, the shares of Common Stock subject to the unexercised
portion of the Option will again be available for Options issued under this
Directors' Plan.

         5. Administration.

               (a) The Directors' Plan shall be administered by a committee
consisting of from two (2) to five (5) individuals who are members of the Board
("Committee"). The Committee shall be appointed by the Board, which may at any
time, and from time to time, remove any member of the Committee, with or without
cause, appoint additional members to the Committee and fill vacancies, however
caused, in the Committee. A majority of the members of the Committee shall
constitute a quorum and all determinations of the Committee shall be made by a
majority of such quorum. Any decision or determination of the Committee reduced
to writing and signed by all of the members of the Committee shall be fully as
effective as if it had been made at a meeting duly called and held. A



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Participant may receive Options under this Directors' Plan whether or not such
Participant also serves as a member of the Committee.

                  (b) Options shall be automatically granted to Participants in
accordance with Section 6 hereof and shall be issued upon the terms and
conditions set forth in Section 7 hereof. Accordingly, the persons to whom
Options shall be granted, the number of shares subject thereto and the material
terms and conditions governing the Options, will not be subject to the
discretion of the Committee. However, if any questions of interpretation of this
Directors' Plan or of any Options issued hereunder shall arise, they shall be
determined by the Committee and such determination shall be final and binding
upon all persons having an interest in the Directors' Plan.

         6. Non-discretionary Grants. Subject to approval of the Plan by the
stockholders of the Corporation, Options shall be automatically granted to
Participants as follows:

                  (a) An Option to purchase 10,000 shares of Common Stock will
be granted to each Participant upon such Participant's initial election or
appointment as a director of the Corporation; and

                  (b) An additional Option to purchase 10,000 shares of Common
Stock will be granted to each Participant at each Annual Meeting of the Board
immediately following the Annual Meeting of Stockholders in each year,
commencing in 1997, during the term of this Directors Plan. If the number of
shares remaining in the Directors' Plan on any such date is insufficient to
grant each Participant an Option to purchase 10,000 shares of Common Stock, each
Participant will automatically receive an Option to purchase a number of shares
of Common Stock to be determined by dividing the total number of shares
remaining in this Directors' Plan by the number of Participants at that time
and, if necessary, rounding down to the nearest whole number of shares.

         7. Terms and Conditions of Options; Stock Option Agreements. Each
Option granted pursuant to this Directors' Plan shall be evidenced by a written
agreement between the Participant and the Corporation which shall contain the
following terms:

                  (a) Option Price. The exercise price of each Director's Option
shall be one hundred percent (100%) of the fair market value of the shares
subject to such Option on the date of grant. For purposes of this Section, the
fair market value of the shares of Common Stock on any day shall be (i) in the
event the Common Stock is not publicly traded, the fair market value on such day
as determined in good faith by the Committee or (ii) in the event the Common
Stock is publicly traded, the last sale price of a share of Common Stock as
reported by the principal quotation service on which the Common Stock is listed,
if available, or, if last sale prices are not reported with respect to the
Common Stock, the mean of the high bid and low asked prices of a share of Common
Stock as reported by such principal quotation service, or, if there is no such
report by such quotation service for such day, such fair market value shall be
the average of (i) the last sale price (or, if last sale prices are not reported
with respect to the Common Stock, the mean of the high bid and low asked prices)
of the day next preceding such day for which there was a report and (ii) the
last sale price (or, if last



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sale prices are not reported with respect to the Common Stock, the mean of the
high bid and low asked prices) on the day next succeeding such day for which
there was a report, or as otherwise determined by the Committee in its
discretion.

                  (b) Medium and Time of Payment. The exercise price of the
shares to be purchased pursuant to an Option shall be paid (i) in full in cash
or by check, (ii) by delivery of shares of Common Stock of the Corporation then
owned by the Participant with a fair market value at the time of the exercise of
the Option equal to the exercise price, or (iii) by a combination of (i) and
(ii).

                  (c) Term and Exercise of Options. The term of each Option
shall commence on the date it is granted and, unless sooner terminated as set
forth herein, shall expire ten years after its date of grant unless extended as
set forth herein. In the event a Participant shall cease to be a director of the
Corporation for any reason other than death or disability, the Option (including
any Option outstanding as of August 30, 2001) shall terminate on the expiration
date of the Option. If the Participant shall die or become disabled within the
meaning of Section 22(e)(3) of the Code while still serving as a director or
prior to the termination of the Option in accordance with the preceding
sentence, the Option shall terminate on the expiration date of the Option. In
the event of the Participant's death, the Option may be exercised by the person
or persons entitled to do so under the Participant's will or, if the Participant
shall fail to make testamentary disposition of the Option, or shall die
intestate, by the Participant's legal representative.

                  (d) Transferability. Each Option shall be non-transferable by
the Participant except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order, and shall be exercisable only
by the Participant.

                  (e) Investment Purpose. Each Participant shall represent and
warrant that he is acquiring the Option and, in the event the Option is
exercised, the shares of Common Stock issuable thereunder, for investment, for
his own account and not with a view to the distribution thereof, and that he
will not offer or sell the shares unless a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), and any applicable
state securities law is in effect, or unless counsel satisfactory to the
Corporation renders a reasoned opinion that the proposed sale is exempt from the
registration requirements of the Securities Act and such state securities act.
The Corporation shall not be obligated to issue or deliver any shares upon
exercise of an Option if to do so would violate the Securities Act or any state
securities law and the Corporation shall have no obligation to file any
registration statement or take any other action required or permitted by any
such law.


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         8.       Adjustment of Number of Shares.

                  (a) In the event that a dividend shall be declared upon the
shares of Common Stock payable in shares of Common Stock, the number of shares
of Common Stock then subject to any Option granted hereunder, and the number of
shares reserved for issuance pursuant to this Directors' Plan but not yet
covered by an Option, shall be adjusted by adding to each of such shares the
number of shares which would be distributable thereon if such shares had been
outstanding on the date fixed for determining the stockholders entitled to
receive such stock dividend. In the event that the outstanding shares of Common
Stock shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Corporation or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation, then there shall be substituted
for each share of Common Stock subject to any such Option and for each share of
Common Stock reserved for issuance pursuant to this Directors' Plan but not yet
covered by an Option, the number and kind of shares of stock or other securities
into which each outstanding share of Common Stock shall be so changed or for
which each such share shall be exchanged; provided, however, that in the event
that such change or exchange results from a merger or consolidation, and in the
judgment of the Committee such substitution cannot be effected or would be
inappropriate, or if the Corporation shall sell all or substantially all of its
assets, the Corporation shall use reasonable efforts to effect some other
adjustment of each then outstanding Option which the Committee, in its sole
discretion, shall deem equitable. In the event that there shall be any change,
other than as specified above in this Section 8(a), in the number or kind of
outstanding shares of Common Stock or of any stock or other securities into
which such shares of Common Stock shall have been changed or for which they
shall have been exchanged, then, if the Committee shall determine that such
change equitably requires an adjustment in the number or kind of shares
theretofore reserved for issuance pursuant to the Plan but not yet covered by an
Option and of the shares then subject to an Option or Options, such adjustment
shall be made by the Committee and shall be effective and binding for all
purposes of this Plan and of each stock option agreement. In the case of any
such substitution or adjustment as provided for in this Section, the option
price in each stock option agreement for each share covered thereby prior to
such substitution or adjustment will be the total option price for all shares of
stock or other securities which shall have been substituted for each such share
or to which such share shall have been adjusted pursuant to this Section 8. No
adjustment or substitution provided for in this Section shall require the
Corporation, in any stock option agreement, to sell a fractional share, and the
total substitution or adjustment with respect to each stock option agreement
shall be limited accordingly.

                  (b) In the event that the Corporation shall effect a
distribution, other than a normal and customary cash dividend, upon shares of
Common Stock, the Committee may, in order to prevent significant diminution in
the value of options as a result of any such distribution, take such measures as
it deems fair and equitable, including, without limitation, the adjustment of
the Option Price per share for Shares not issued and sold hereunder prior to the
record date for said distribution.



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         9. Effective Date and Term of Plan. This Directors' Plan, as amended,
became effective on March 11, 1999, and is a continuation of the Plan originally
adopted by the Corporation on March 2, 1995 and amended on March 12, 1998.
Except to the extent necessary to govern outstanding Options issued, this
Directors' Plan shall terminate on March 2, 2005, and no additional Options
shall be granted after March 1, 2005, unless the Plan is earlier terminated by
the Committee in accordance with Section 10 hereof.

         10. Amendment of the Plan. This Directors' Plan may be terminated or
amended from time to time by vote of the Committee; provided, however, that no
such termination or amendment shall materially adversely affect or impair any
then outstanding Directors' Option without the consent of the Participant. The
approval of the Corporation's stockholders is required in respect of any
amendment which would (i) increase the maximum number of shares subject to this
Directors' Plan; or (ii) change the designation of the Participants eligible to
receive Options under this Directors' Plan.

         11. Approval of Plan, as Amended. The Plan as hereinbefore set forth,
constitutes the Plan, amended to increase the number of shares of Common Stock
which may be subject to Options from 45,000 shares (after adjustment for the 3
for 1 stock split effective July 25, 1996) to 135,000 shares as ratified and
approved by the stockholders of the Corporation on March 12, 1998, and further
amended to increase the number of shares of Common Stock which may be subject to
Options to 225,000 shares and to make certain other changes as ratified and
approved by the stockholders of the Corporation on March 11, 1999, and further
amended on August 30, 2001.




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