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                                    AGREEMENT



         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 9th day of August, 2000, by and between DRS TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), having an address at 5 Sylvan Way, Parsippany, New
Jersey and Paul G. Casner, Jr. (the "Executive"), currently residing at 629
Quail Keep Drive, Safety Harbour, FL 34695

         WHEREAS, the Executive desires to enter into an agreement of employment
with the Company in accordance with the terms and conditions set forth herein;
and

         WHEREAS, the Company desires to employ the Executive as its Executive
Vice President, Chief Operating Officer in accordance with the terms and
conditions set forth herein;

         NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto, intending legally to be bound, hereby
agree as follows:

1.       Term of Employment.  The initial term of employment shall begin on the
         date set forth above (the "Effective Date") and shall continue in
         effect until the second anniversary of the Effective Date (such period
         being the "Initial Term"). On the first anniversary of the Effective
         Date and on subsequent anniversaries, this Agreement shall
         automatically be renewed for successive one year periods, unless at
         least ninety (90) days prior to the end of each renewal date either
         party hereto gives written notice to the other party of its intention
         not to renew this Agreement and, as provided below, shall remain in
         effect following a Change in Control. This Agreement may be terminated
         at any time during its initial term or during any renewal term solely
         in accordance with the terms and conditions of Section 5 hereof.

2.       Duties.

         2.1  Position. The Company hereby employs the Executive in an executive
              capacity with the title of Executive Vice President, Chief
              Operating Officer, and the Executive hereby accepts such
              employment and undertakes and agrees to serve in such capacity. In
              such capacity, the Executive shall have such powers, perform such
              duties and fulfill such responsibilities typically associated with
              such positions in other publicly held companies. Performance of
              his duties hereunder shall in no event require that the Executive
              work on a regular basis at any location other

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              than within twenty (20) miles of the Company's present office
              location. The Executive shall devote substantially all of his
              working time and efforts to the performance of his duties
              hereunder. The Executive shall report directly to the Chief
              Executive Officer ("CEO") of the Company and have the authority to
              hire and discharge any employee within his area of responsibility.

         2.2  Limitation on Other Employment. During the term of his employment
              hereunder, the Executive will not engage in any other occupation
              for gain, profit or pecuniary advantage, without the consent of
              the CEO of the Company; provided, however, that this limitation
              shall not be construed as preventing him from (a) serving on the
              board of directors of any corporation not directly competitive
              with the Company (provided that the Executive has obtained the
              approval of the CEO), and (b) investing or trading in securities
              or other forms of investment, in each case so long as such
              activities do not materially interfere with the performance of his
              duties hereunder and such investments do not represent the
              ownership of 5% or more of the capital stock of publicly traded
              entities.

3.       Compensation.

         3.1  Base Salary. In consideration of the services rendered hereunder,
              the Company shall pay the Executive during the Initial Term of
              this Agreement a base salary at the rate of THREE HUNDRED FIFTY
              THOUSAND DOLLARS ($350,000) per annum or such higher rate as the
              CEO may reasonably determine ("Base Salary"), which amount will be
              payable to him in bi-weekly installments (or at such intervals as
              other salaried employees of the Company are paid). The amount of
              the Executive's Base Salary shall be reviewed annually by the CEO
              but shall not be reduced without written consent of the Executive.

3.2      Incentive Compensation.

              (a)  The Executive will be eligible to participate in the DRS
                   Incentive Compensation Plan ("ICP") at a grade level
                   commensurate with his position. The current grade level for
                   the Executive is M77. Specific annual entitlements to bonus
                   awards shall be predicated on the Executive's performance and
                   subject to the Company achieving its operating targets,
                   consistent with the rules set forth in the ICP.

              (b)  The Executive shall participate in all other Bonus, Long-Term
                   Capital Accumulation and/or Stock-Based Programs that the
                   Company may adopt from time to time.

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              (c)  Deferred Compensation. In addition to the above compensation,
                   the Executive shall be entitled to deferred compensation of
                   Thirty Thousand Dollars ($30,000.00) per year for each full
                   year of the first five years of employment of the Executive
                   by the Company beginning on the Commencement Date of
                   employment (the "Deferred Compensation"). On the first day of
                   January following the earlier to occur of (i) Executive's
                   retirement from the Company, or (ii) Executive's 65th
                   birthday, the Company shall pay to the Executive the first
                   quarterly installment of Seven Thousand Five Hundred Dollars
                   ($7,500) of the Deferred Compensation. On the first day of
                   each April, July, October and January thereafter, the Company
                   shall pay to the Executive an installment of Seven Thousand
                   Five Hundred Dollars ($7,500) until the amount of the
                   Deferred Compensation is exhausted. No interest shall be paid
                   on any Deferred Compensation.

4.       Benefits.

         4.1  Benefit Programs. The Executive will be included in all group
              insurance plans ("Insurance Plans"), retirement plans, and other
              benefits plans and arrangements (such retirement and other benefit
              plans and arrangements, together with the Insurance Plans, the
              "Benefit Program") available to executives of the Company, as such
              plans may be or have been adopted from time to time. The Company
              will provide to the Executive the specific benefits listed on
              Schedule A hereto. The Executive shall be a Class B Participant in
              the Company's SERP. For purposes of the SERP, the Executive shall
              be deemed to have commenced employment of June 1, 1991.

         4.2  Vacation. The Executive shall be entitled to five (5) weeks of
              vacation with pay during each twelve (12) month period of
              employment under this Agreement.

         4.3  Automobile and Other Expenses. In accordance with Company policy
              as established from time to time, the Company will provide the
              Executive with an automobile of a type mutually agreed upon and
              the Company will pay, or reimburse him for, all business related
              operating expenses of such automobile (including, without
              limitation, insurance, service, repairs, gasoline and oil). The
              Company will also reimburse the Executive for his ordinary and
              customary business expenses incurred in the performance of his
              duties hereunder.

5.       Termination.

         5.1  Termination by the Company for Cause.

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              (a)  Definition. The Company may terminate the Executive's
                   employment hereunder for "Cause" which shall be limited to:

                   (i)  Gross neglect or dereliction in the performance of the
                        Executive's duties or other grave misconduct by him and
                        the failure to cure such situation within twenty days
                        after receipt of a notice thereof from the Board of
                        Directors,

                   (ii) The Executive's engaging in conduct which has caused
                        demonstrable and serious injury to the Company, monetary
                        or otherwise, as evidenced by a written determination
                        authorized by the Board of Directors of the Company, or

                   (iii) The Executive's conviction for or plea to a felony or
                        for any lesser crime which involves the property of the
                        Company.

              (b)  Compensation upon Termination for Cause. Upon the termination
                   of the Executive's employment for Cause, the Company shall
                   pay the Executive his Base Salary, prorated incentive
                   compensation and continued participation in the Benefit
                   Program through the effective date of such termination.

         5.2  Termination For Disability or Death.

              (a)  Disability. The Company may terminate the Executive's
                   employment hereunder in the event of the Executive's
                   permanent disability. For the purposes of this Agreement,
                   permanent disability shall mean the Executive's inability,
                   whether mental or physical, to perform the regular duties of
                   his employment on a full-time continuous basis for six (6)
                   consecutive months (the "Disability Period"). If a policy of
                   disability insurance is in effect insuring the Executive,
                   then in no event shall Executive be deemed to be disabled
                   until he is determined to be entitled to receive disability
                   income payments pursuant to such disability policy. During
                   the Disability Period the Company shall (i) pay the Executive
                   his full Base Salary then in effect, as well as any ICP
                   benefit to which he would otherwise be entitled, reduced by
                   any amounts which he actually received under any disability
                   plan maintained by the Company during the Disability Period,
                   and (ii) shall continue his participation in the Benefit
                   Program. The Company shall notify the Executive in writing of
                   any such finding on its part at the end of the Disability
                   Period. If the Company and Executive are unable to agree
                   whether he is so disabled the question shall be decided by a
                   panel of three physicians, one to be designated by the
                   Company, one by the Executive and one by the

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                   first two so designated. The determination of the panel shall
                   be final and binding upon the parties with costs of the panel
                   to be paid by the Company.

              (b)  Death. The Executive's employment hereunder will terminate
                   upon the Executive's death.

              (c)  Compensation Upon Termination For Disability or Death.

                   (i)   If the Company terminates the Executive's employment
                         due to permanent disability, pursuant to Subsection
                         5.2(a) herein, the Company shall pay the Executive his
                         monthly Base Salary then in effect for one (1) year
                         after his termination, reduced by any amounts to which
                         he actually receives under any disability plan
                         maintained by the Company and shall pay the Executive
                         when due, a pro-rata portion of the bonus determined
                         pursuant to (iii) below corresponding to the period of
                         his active employment during the termination year.

                   (ii)  If the Executive's employment is terminated due to his
                         death, pursuant to Subsection 5.2 (b) herein, the
                         Company shall pay the Executive's estate or designated
                         beneficiary (A) the Executive's Base Salary and any
                         other amounts due or earned through the date of death,
                         (B) until the end of the fiscal year in which the date
                         of death occurred or, if greater, for three months
                         following the date of death, the Executive's Base
                         Salary as in effect, and (C) a pro-rata portion of the
                         bonus determined pursuant to (iii) below corresponding
                         to the period of his employment during the termination
                         year.

                   (iii) For purposes of determining the bonus payable in the
                         year of termination, the Company shall pay a bonus
                         equal to the amount of the current year's bonus which
                         could have been paid to Executive for the year of
                         termination, pro-rated for the period of his employment
                         during the termination year.

              (d)  Benefits upon Termination for Death or Disability.

                   (i)   If the Company terminates the Executive's employment
                         due to his permanent disability, pursuant to Subsection
                         5.2(a) herein, the Company shall continue to provide
                         him and his dependents coverage under insurance Plans,
                         at his option, for the longer of one year or the period
                         required by applicable law. The Company shall provide
                         such coverage

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                         at its expense (except with respect to those costs for
                         which the Executive was responsible prior to the
                         termination of employment).

                   (ii)  If the Executive's employment is terminated due to his
                         death, pursuant to Subsection 5.2(b) herein, the
                         Company shall continue to provide the Executive's
                         dependents medical insurance coverage, at their option,
                         for the longer of one (1) year after his death or the
                         period required by applicable law. The Company shall
                         provide such coverage at its expense (except for those
                         costs for which the Executive was responsible prior to
                         his death).

         5.3  Termination By The Executive.

              (a)  Good Reason. The Executive may terminate his employment
                   during the Employment Period hereunder for "Good Reason" (i)
                   upon the failure by the Company (or its stockholders as the
                   case may be) to elect or reelect or to appoint or reappoint
                   the Executive to the offices of Executive Vice President,
                   Operations, or (ii) after the occurrence, without the written
                   consent of the Executive, of an event constituting a material
                   breach of this Agreement by the Company that has not been
                   fully cured within twenty (20) days after written notice
                   thereof has been given by the Executive to the Company, or
                   (iii) upon the occurrence of any action taken by the Company
                   which would constitute a constructive termination; provided,
                   that, in addition to and without limiting the generality of
                   the foregoing, on and after a Change in Control (as defined
                   in Section 5.3(c)) herein), any one of the following events
                   shall be deemed a material breach of this Agreement:

                   (i)   the assignment to the Executive of any duties
                         inconsistent with the Executive's then status as an
                         executive officer of the Company or a substantial
                         adverse alteration in the nature of the Executive's
                         responsibilities from those in effect immediately prior
                         to the Change in Control;

                   (ii)  a reduction by the Company in the Executive's Base
                         Salary as in effect immediately prior to the Change in
                         Control;


                   (iii) a reduction in the aggregate percentage upon which the
                         Executive's Incentive Compensation is determined
                         following the Change of Control unless equivalent
                         reductions are made generally for other executives of
                         the Company;

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                   (iv)  the relocation of Executive's principal place of
                         employment, without his consent, to a location more
                         than twenty (20) miles from the place of such
                         employment immediately prior to the Change in Control;

                   (v)   The failure by the company to continue to provide the
                         Executive with benefits substantially similar to those
                         enjoyed by Executive under the Benefit Program, as in
                         effect immediately prior to the Change in Control, the
                         taking of any action by the company which would
                         directly or indirectly materially reduce any of such
                         benefits or deprive the Executive of any material
                         fringe benefit enjoyed by the Executive immediately
                         prior to the Change in Control, or the failure by the
                         Company to provide the Executive with the number of
                         paid vacation days to which Executive is entitled on
                         the basis of years of service with the Company in
                         accordance with the Company's normal vacation policy in
                         effect immediately prior to Change in Control; and

                   (vi)  The failure of a successor to the Company to expressly
                         assume and agree to perform this Agreement pursuant to
                         Section 5.5 herein.

              (b)  Compensation and Benefits upon Termination by The Executive.


                   (i)   In the event of a termination of this Agreement by the
                         Executive, without Good Reason, the company shall
                         provide to him his Base Salary, the prorated portion of
                         the bonus determined pursuant to Section 5.2(c)(iii),
                         corresponding to the period of his employment during
                         the termination year and continued participation in the
                         Benefit Program, through the effective date of such
                         termination.

                   (ii)  If the Executive terminates his employment hereunder
                         for Good Reason, (A) if there has not occurred a Change
                         in Control, the Company shall also pay him, as
                         liquidated damages under this Agreement, his monthly
                         Base Salary then in effect for twelve months following
                         the notice of termination, plus the pro-rata portion of
                         the bonus determined pursuant to Section 5.2(c)(iii);
                         (B) if there has occurred a Change in Control, the
                         Company shall pay him, as liquidated damages under this
                         Agreement, a lump sum equal to the sum of the bonus
                         earned by him during the immediately preceding fiscal
                         year of the Company plus

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                         200% of his annual Base Salary then in effect, and (C)
                         in either case, the Executive's employment shall be
                         deemed to continue for the balance of the Agreement for
                         purposes of determining his participation in the
                         Benefit Program; provided, however, that if such
                         participation by him after termination of employment is
                         not permitted under any such plan, the Company will
                         provide him with the equivalent benefits. The Company
                         will pay the total costs of the Executive's
                         participation in such plans or the equivalent thereof.
                         During the period the Executive will have full use of
                         the Company-supplied automobile. The Executive also
                         will be provided with out-placement assistance
                         utilizing a consultation service designated and paid
                         for by the Company. Furthermore, all stock options
                         granted to Executive shall immediately vest and be
                         exercisable for a period of 12 months following
                         termination.

              (c)  Definition of Change in Control. A "Change in Control" shall
                   mean the occurrence of an event set forth in any one of the
                   following paragraphs:

                   (i)   any Person is or becomes the Beneficial Owner, directly
                         or indirectly, of securities of the Company (not
                         including in the securities beneficially owned by such
                         Person any securities acquired directly from the
                         Company or its affiliates) representing 20% or more of
                         the combined voting power of the Company's then
                         outstanding securities, excluding any Person who
                         becomes such a Beneficial Owner in connection with a
                         transaction described in clause (A) of paragraph (iii)
                         below and excluding a transaction whereby a person
                         becomes the Beneficial Owner of 20% or more of the
                         combined voting power of the Company's then outstanding
                         securities, but such transaction does not transfer the
                         power to control the management or the policies of the
                         Company; or

                   (ii)  the following individuals cease for any reason to
                         constitute a majority of the number of directors then
                         serving: individuals who, on the date hereof,
                         constitute the Board and any new director (other than a
                         director whose initial assumption of office is in
                         connection with an actual or threatened election
                         contest, including but not limited to a consent
                         solicitation, relating to the election of directors of
                         the Company) whose appointment or election by the Board
                         or nomination for election by the Company's
                         stockholders was approved or recommended by a vote of
                         at least two-

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                         thirds (2/3) of the directors then still in office who
                         either were directors on the date hereof or whose
                         appointment, election or nomination for election was
                         previously so approved or recommended; or

                   (iii) there is consummated a merger or consolidation of the
                         Company or any direct or indirect subsidiary of the
                         Company with any other corporation, other than (A) a
                         merger or consolidation which would result in the
                         voting securities of the Company outstanding
                         immediately prior to such merger or consolidation
                         continuing to represent (either by remaining
                         outstanding or by being converted into voting
                         securities of the surviving entity or any parent
                         thereof) at least 60% of the combined voting power of
                         the securities of the Company or such surviving entity
                         or any parent thereof outstanding immediately after
                         such merger or consolidation, or (B) a merger or
                         consolidation effected to implement a recapitalization
                         of the Company (or similar transaction) in which no
                         Person is or becomes the Beneficial Owner, directly or
                         indirectly, of securities of the Company (not including
                         in the securities Beneficially Owned by such Person any
                         securities acquired directly from the Company or its
                         Affiliates other than in connection with the
                         acquisition by the Company or its Affiliates of a
                         business) representing 20% or more of the combined
                         voting power of the Company's then outstanding
                         securities; or

                   (iv)  the stockholders of the Company approve a plan of
                         complete liquidation or dissolution of the Company or
                         there is consummated an agreement for the sale or
                         disposition by the Company of all or substantially all
                         of the Company's assets, other than a sale or
                         disposition by the Company of all or substantially all
                         of the Company's assets to an entity, at least 60% of
                         the combined voting power of the voting securities of
                         which are owned by the stockholders of the Company in
                         substantially the same proportions as their ownership
                         of the Company immediately prior to such sale.

For purposes of this Section 5.3(c), the following definitions shall apply:
"Person" shall have the meaning given in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Act"), as modified and used in Section
13(d) thereof, except that such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the

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Company. "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under
the Act. "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated
under Section 12 of the Act.

         5.4  Termination by the Company other than for Cause.

              (a)  Compensation Upon Termination by the Company other than for
                   Cause. If the Company terminates the Executive's employment
                   hereunder without "Cause", the Company shall pay the
                   Executive the amounts described in 5.3(b)(ii).

              (b)  Benefits Upon Termination by the Company other than for
                   Cause. If the company terminates the Executive's employment
                   hereunder without "Cause", the Executive's employment shall
                   be deemed to continue for the balance of the Agreement for
                   purposes of determining his participation in the Benefit
                   Program existing prior to the termination or under any
                   equivalent plan providing the same coverage which may be
                   substituted for any such plan; provided, however, that if
                   such participation by him after termination of employment is
                   not permitted under any such plan, the Company will provide
                   him with the equivalent benefits. The Company will pay the
                   total costs of the Executive's participation in such plans or
                   the equivalent thereof. During this period the Executive will
                   have full use of the Company-supplied automobile. The
                   Executive also will be provided with out-placement assistance
                   utilizing a consultation service designated and paid for by
                   the Company. Furthermore, all stock options granted to
                   Executive shall immediately vest and be exercisable for a
                   period of 12 months following termination.

         5.5  Successor. The Company, or any entity which controls the Company,
              shall require any successor (whether direct or indirect, by
              purchase, merger, consolidation or otherwise) to all or
              substantially all of the business or assets of the Company by
              written agreement expressly to assume and agree to perform this
              Agreement in the same manner and to the same extent as the Company
              would be required to perform if no such succession had occurred.
              Failure of the Company or a controlling entity to obtain such
              agreement prior to the effective date of any such succession
              followed by failure of the successor to honor this Agreement shall
              be a breach of this Agreement and shall entitle the Executive to
              the rights and benefits hereunder as though he had terminated his
              employment with the Company for Good Reason pursuant to paragraph
              5.3 hereof (including those provisions which concern compensation
              following a Change in Control), whether or not he terminates his
              employment with the Company. As used in this Agreement, "Company"
              shall mean the Company as defined above and any successor to all
              or substantially all of its business

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or assets which becomes bound by all of the terms and conditions of this
Agreement.

6.       Restrictions.

         6.1  Confidential Information. The Executive agrees that during and
              after the period of his employment he will not, without
              authorization from the Company, divulge, disclose or otherwise
              communicate to any person or company any information of a
              confidential nature pertaining to specific details of the
              Company's business, functions or operations, except in connection
              with the discharge of his duties hereunder, or pursuant to the
              order of a court of competent jurisdiction. The Executive further
              agrees that, upon termination of his employment with the Company
              for any reason, he will promptly return to the Company all books
              and records of or pertaining to the Company's business, and all
              other property belonging to the Company which is in his custody or
              possession.

         6.2  Non-Compete. During his employment by the Company and in the event
              he is terminated by the Company for Cause or terminates his
              employment without Good Reason, for twelve (12) months thereafter,
              subject to Section 2.2 above, the Executive shall not compete with
              the Company in any activity relating to the Business of the
              Company as conducted by the Company during the term of this
              Agreement. For purposes of the preceding sentence, competition
              shall include, without limitation, direct or indirect competition
              by the Executive, whether as an owner, officer, director,
              employer, partner, consultant, advisor, contractor, principal
              agent, licensor, employee or affiliate of a person firm, venture
              or corporation that so competes with the Company. Without the
              prior written approval of the CEO, the Executive further agrees
              that during the twelve (12) month period following the termination
              of this Agreement for any reason he will not solicit for
              employment any employee of the Company. It is further agreed and
              understood that the Executive shall not engage in any conduct or
              communication which shall disparage the Company or interfere with
              its current or prospective business relationships.

         6.3  Cause of Action. The parties hereby declare that the rights of the
              Company are of a unique nature, the loss of which may cause
              irreparable harm, and that it may be impossible to measure in
              money the damages which will accrue to the company by reason of
              the loss of such rights or a failure by the Executive to perform
              or adhere to any of the obligations under Sections 6.1 and 6.2
              hereof. The Executive expressly acknowledges that remedies at law
              alone will be inadequate to compensate the Company for any breach
              or violation of any of the provisions of Sections 6.1 or 6.2
              hereof, and that the Company, in addition to all other remedies
              hereunder or thereunder, shall be entitled, as a matter of right,
              to

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              seek injunctive relief, including specific performance, with
              respect to any such breach of violation, in any court of competent
              jurisdiction.

7.       Legal Matters.

         7.1  Resolution of Conflict. Other than as provided in Section 6.3
              herein with respect to obligations contained in Sections 6.1 and
              6.2 herein, any and all disputes, claims and controversies between
              the parties hereto concerning the validity, interpretation,
              performance, termination or breach of this Agreement, which cannot
              be resolved by the parties within ninety (90) days after such
              dispute, claim or controversy arises shall, at the option of
              either party, be referred to and finally settled by arbitration.
              Such arbitration shall be initiated by the initiating party giving
              notice (the "Arbitration Notice") to the other party (the
              "Respondent") that it intends to submit such dispute, claim or
              controversy to arbitration. Each party shall, within thirty (30)
              days of the date the Arbitration Notices is received by the
              Respondent, designate a person to act as an arbitrator, if either
              party fails to designate a person to Act as an arbitrator within
              the time specified herein the arbitration shall be conducted by
              the sole designated arbitrator. The two arbitrators appointed by
              the parties shall, within thirty (30) days after their designation
              appoint a third arbitrator who shall act as presiding arbitrator
              (the "Presiding Arbitrator"). If the two arbitrators designated by
              the parties are unable to appoint a Presiding Arbitrator, the
              Presiding Arbitrator shall be appointed according to the rules of
              the American Arbitration Association as in effect on the date the
              notice of submission to arbitration is given (the "Rules").

              Such arbitration shall be held in New Jersey in accordance with
              the Rules except as otherwise expressly provided herein. The
              arbitrators shall, by majority vote, render a written decision
              stating reasons therefor in reasonable detail within three (3)
              months after the appointment of all the arbitrators. Each party
              shall bear its own costs and attorneys fees. All other costs and
              expenses of arbitration shall be apportioned between the parties
              by the arbitrators. The award of the arbitrators shall be made in
              United States currency and shall be final and binding, and
              judgment thereon may be rendered by any court having jurisdiction
              thereof, or application may be made to such court for the judicial
              acceptance of the award and an order of enforcement as the case
              may be.

         7.2  Agreement Confidential. Both the Executive and the Company will
              keep the terms of this Agreement confidential provided that this
              provision shall not restrict any disclosure by the Company
              pursuant to any applicable law, regulation or judicial order.

         7.3  Notices. All notices, requests, consents and other communications,
              required or permitted to be given hereunder, shall be in writing
              and shall

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              be deemed to have been duly given if delivered personally or
              mailed first class, postage prepaid, by registered or certified
              mail, addressed to either party at the address first written above
              (or to such other address as either party shall designate by
              notice in writing to the other party in accordance herewith).

8.       Miscellaneous.

         8.1  Governing Law. This Agreement shall be governed by and construed
              and enforced in accordance with the laws of the State of New
              Jersey applicable to agreements made and to be performed within
              New Jersey, without regard to the principles of conflict of laws.

         8.2  Headings. The section headings contained herein are for reference
              purposes only and shall not in any way affect the meaning or
              interpretation of this Agreement.

         8.3  Entire Agreement. This Agreement sets forth the entire agreement
              and understanding of the parties relating to the subject matter
              hereof, and from and after the date hereof supersedes all prior
              agreements, arrangements and understandings, written or oral,
              relating to the subject matter hereof provided, however, that the
              benefits conferred under this Agreement are in addition to, and
              not in lieu of, any and all benefits conferred under plans and
              arrangements currently in effect for the Executive.

         8.4  Assignment. This Agreement is binding upon and shall inure to the
              benefits of the Executive and his estate, but the Executive's
              rights and obligations hereunder may not be assigned or pledged by
              him.

         8.5  Modification. This Agreement may be amended, modified, superseded,
              canceled, renewed or extended, and the terms or covenants hereof
              may be waived, only be written instrument executed by both of the
              parties hereto or in the case of a waiver, by the party waiving
              compliance.

         8.6  Section 162(m). In the event compensation payable to Executive
              hereunder in any single tax year would result in the
              non-deductibility of a portion of such compensation by the Company
              solely by reason of Section 162(m) of the Internal Revenue Code of
              1986, as amended, then, and in such event, the Company shall be
              permitted to defer payment of such non-deductible amount to the
              Executive to be paid to him on the first day of the succeeding tax
              year of the Company.

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                  IN WITNESS WHEREOF, the parties hereto have executed and
                  delivered this Agreement with legal and binding effect as of
                  the day and year first above written.


                                         DRS TECHNOLOGIES, INC.


                                         /s/ Mark S. Newman
                                         --------------------------
                                         By:  Mark S. Newman, Chairman,
                                         President and Chief Executive Officer



                                         THE EXECUTIVE


                                         /s/ Paul G. Casner, Jr.
                                         ---------------------------
                                         Paul G. Casner, Jr.


<PAGE>


                                    SCHEDULE A


Group Plans                                          Benefit
-----------                                          -------

DRS Group Medical/Dental Plan                        Varies
DRS Group Life Insurance Plan                        $50,000
DRS Group AD&D                                       $500,000 (2 X salary to
                                                       500K max)
DRS Long Term Disability Plan - Class I              $10,000 monthly benefit
DRS Retirement/Savings Plan (401K)                   Varies
DRS Reimbursement Account Plan (IRC 125)             Varies (See below)

Executive Plans/Benefits                             Benefit
------------------------                             -------

Executive Incentive Compensation Plan                Varies
1996 Omnibus Plan                                    Varies
Life Insurance     (Split $)                         $850,000
Life Insurance (Group Carve-out)                     $650,000
DRS Reimbursement Account: one time annual           $7500 for 1999
Deposit to the reimbursement account (amount
may vary from year to year)

Supplemental Executive Retirement Plan (SERP) -      Determined at time of
   Class B Participant                                 Retirement






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