Exhibit 4.1

                              Amended and Restated
                         OAO Technology Solutions, Inc.
                          Employee Stock Purchase Plan

The following  constitute  the  provisions of the Amended and Restated  Employee
Stock Purchase Plan ("Plan") of OAO Technology Solutions, Inc.

     1.   Purpose.  The  purpose  of the  Plan is to  provide  Employees  of the
          Company and its  Subsidiaries  with an opportunity to purchase  Common
          Stock of the Company through accumulated payroll deductions. It is the
          intention  of the  Company to have the Plan  qualify  as an  "Employee
          Stock Purchase Plan" under Section 423 of the Code (as defined below).
          The  provisions of the Plan shall be construed  accordingly,  so as to
          extend  and  limit  participation  in a  manner  consistent  with  the
          requirements of that section of the Code.

     2.   Definitions.

          a)   "Act" shall mean the Securities Exchange Act of 1934, as amended.

          b)   "Board" shall mean the Board of Directors of the Company.

          c)   "Code" shall mean the Internal Revenue Code of 1986, as amended.

          d)   "Common  Stock" shall mean the common  stock,  $.01 par value per
               share, of the Company.

          e)   "Committee"  shall  mean  the  committee  appointed  pursuant  to
               Paragraph 11.

          f)   "Company" shall mean OAO Technology  Solutions,  Inc., a Delaware
               corporation, or any successor which adopts this Plan.

          g)   "Compensation"  shall mean the base pay or regular  straight-time
               earnings as in effect at the beginning of each Offering Period.

          h)   "Continuous  Status as an Employee" shall mean the absence of any
               interruption or termination of service as an Employee. Continuous
               Status as an Employee shall not be considered  interrupted in the
               case of a  leave  of  absence  that  meets  the  requirements  of
               Paragraph 9(b).

          i)   "Designated  Subsidiary"  shall  mean  any  Subsidiary  that  has
               adopted the Plan in accordance with Paragraph 29.

          j)   "Eligible  Employee"  shall have the meaning defined in Paragraph
               3(a).

          k)   "Employee" shall mean any person, including an officer, who is

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               customarily  employed for at least 20 hours per week and for more
               than five months in the calendar  year by an Employer,  provided,
               however,  that no individual  shall be considered an Employee for
               purposes of this Plan if a country's  law  prohibits the granting
               of options  under this Plan to  individuals  who are  citizens of
               that country.  The  determination  of whether an individual is an
               Employee  for  purposes of this Plan shall be made in  accordance
               with the rules under Section 3401(c) of the Code and the Treasury
               Regulations thereunder.

          l)   "Employer"  shall  mean the  Company  and each of its  Designated
               Subsidiaries.

          m)   "Enrollment  Date"  shall  mean the  first  day of each  Offering
               Period.

          n)   "ESPP  Enrollment/Change  Form"  shall mean the form  attached as
               Exhibit A. This form will determine the  employee's  status as to
               enrollment, authorization for payroll deductions, withdrawal from
               the Plan, the designation of beneficiaries,  termination from the
               Plan and the indemnification of the Company and its affiliates as
               stated in the form.

          o)   "Exercise Date" shall mean the last day of each Offering Period.

          p)   "Exercise  Price"  shall have the meaning as defined in Paragraph
               6(b).

          q)   "Offering  Period" shall mean that period to be determined by the
               Committee  beginning on the date  Eligible  Employees are offered
               the  opportunity  to  purchase  shares  hereunder.   The  initial
               Offering Period shall be February 1, 1999 and shall end March 31,
               1999. Thereafter and until changed by the Committee,  in its sole
               and absolute discretion, a new Offering Period shall begin on the
               first day of each  calendar  quarter  beginning  April 1, July 1,
               October 1 and January 1 and shall  conclude  the last day of each
               such quarter June 30, September 30, December 31 and March 31.

          r)   "Participant"  shall mean an Eligible Employee who has elected to
               participate herein by authorizing  payroll deductions pursuant to
               Paragraph 4.

          s)   "Payroll  Deduction  Account"  shall  mean the  separate  account
               maintained  hereunder  to record  the  amount of a  Participant's
               Compensation that has been withheld pursuant to Paragraph 5.

          t)   "Plan" shall mean the OAO  Technology  Solutions,  Inc.  Employee
               Stock Purchase Plan.

          u)   "Share" shall mean a share of Common Stock.

          v)   "Subsidiary" shall mean a corporation, domestic or foreign, of


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               which at the  time of the  granting  of the  option  pursuant  to
               Paragraph 6, not less than 50% of the total combined voting power
               of all classes of stock are held by the Company or a  Subsidiary,
               whether  or not  such  corporation  now  exists  or is  hereafter
               organized or acquired by the Company or a Subsidiary.

     3.   Eligibility.

          (a)  General  Rule.  Any  Employee  on an  Enrollment  Date  shall  be
               eligible to  participate  as an  "Eligible  Employee"  during the
               Offering Period beginning on such Enrollment Date, subject to the
               requirements  of Paragraph  4(a) and the  limitations  imposed by
               Section 423(b) of the Code.

          (b)  Exceptions.   Any   provisions   of  the  Plan  to  the  contrary
               notwithstanding, no Employee shall be an Eligible Employee if:


     (i) Immediately  after the grant,  such Employee (or any other person whose
stock would be  attributed to such  Employee  pursuant to Section  424(d) of the
Code) would own stock (including, for purposes of this Paragraph 3(b), any stock
he or she may acquire upon  exercise of  outstanding  options)  possessing 5% or
more of the total combined  voting power or value of all classes of stock of the
Company or of any Subsidiary  computed in accordance  with Section  423(b)(3) of
the Code; or


     (ii) Such option would permit such Employee's right to purchase stock under
all employee stock purchase plans  (described in Section 423 of the Code) of the
Company and its  Subsidiaries  to accrue at a rate which exceeds  $25,000 of the
fair market value of such stock  (determined at the time such option is granted)
for each  calendar  year in which such  option is  outstanding  at any time,  in
accordance with the provisions of Section 423(b)(8) of the Code.

     4.   Participation.

          (a) An  Eligible  Employee  may  become a  Participant  in the Plan by
          completing  an  ESPP   Enrollment/Change   Form  authorizing   payroll
          deductions,  in a form substantially  similar to Exhibit A attached to
          this Plan  ("ESPP  Enrollment/Change  Form"),  and  filing it with the
          Company's   Human  Resources   Department   prior  to  the  applicable
          Enrollment   Date,   unless  a  later   time  for   filing   the  ESPP
          Enrollment/Change  Form  is set  by the  Committee  for  all  Eligible
          Employees with respect to a given Offering Period.

          (b) Payroll deductions for a Participant shall commence with the first
          payroll  following  the  Enrollment  Date  and  shall  end on the last
          payroll  in  the  Offering  Period  to  which  such  authorization  is
          applicable, unless sooner terminated by the Participant as provided in
          Paragraph 9.

          (c) An Eligible Employee may waive his or her right to participate for

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          any Offering  Period by  declining  to authorize a payroll  deduction.
          Such  declination  must be filed  in  writing  in the time and  manner
          specified thereby. The filing of a written declination shall result in
          the Employee's waiver of participation for only the Offering Period to
          which  it  relates  and  shall be  irrevocable  with  respect  to such
          Offering Period.  Except as otherwise  provided in this paragraph,  an
          Employee's  waiver of  participation  for a specified  Offering Period
          shall  not,  in and of  itself,  adversely  impact  the  right of such
          Employee to  participate  in the Plan during any  subsequent  Offering
          Periods except those Offering  Periods with respect to which he or she
          files   additional   written   declinations  in  accordance  with  the
          provisions of this paragraph.

     5.   Payroll Deductions.

          (a) At the time a Participant files his or her ESPP  Enrollment/Change
          Form,  such  Participant  shall elect to have payroll  deductions  (in
          whole percentage increments) made on each pay date during the Offering
          Period  in an  amount  of not less  than 1% nor  more  than 15% of the
          Compensation  which he or she  receives  on each pay date  during  the
          Offering Period.

          (b) All payroll  deductions made by a Participant shall be credited to
          his or her Payroll Deduction Account under the Plan. No interest shall
          accrue on the payroll deductions in a Participant's  Payroll Deduction
          Account in the Plan.

          (c)  No  changes  in the  rate  of  payroll  deductions  other  than a
          withdrawal pursuant to Paragraph 9 are permitted.

     6.   Grant of Option.

          (a) On the Enrollment  Date of each Offering Period during the term of
          the Plan each  Participant in such Offering Period shall be granted an
          option  to  purchase  up to a number  of whole  Shares  determined  by
          dividing 15% of the Participant's  Compensation by the Exercise Price;
          provided,  however,  that the number of shares  subject to such option
          shall be reduced, if necessary,  to a number of shares which would not
          exceed the limitations  described in Paragraph 3(b) or Paragraph 10(a)
          hereof.  The fair  market  value of a Share  shall  be  determined  as
          provided in Paragraph 6(b).

          (b) The "Exercise  Price" per Share offered in a given Offering Period
          shall be  determined  by the  Committee but shall not be less than the
          lower  of:  (i)  85%  of the  fair  market  value  of a  Share  on the
          Enrollment  Date,  or (ii) 85% of the fair market  value of a Share on
          the  Exercise  Date.  The fair market value of a Share on a given date
          shall be the  closing  price of such Share as  reported  by the NASDAQ
          National Market or reported on such other national exchange as it may,
          from time to time,  be reported on, on such date (or if there shall be
          no  trading  on such date,  then on the first  previous  date on which
          there is such  trading),


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          unless the Shares  cease to be traded on a national  exchange.  If the
          Shares  cease to be traded on a national  exchange,  fair market value
          shall be determined by the Committee in its discretion consistent with
          Section 423 of the Code or the regulations thereunder.

          (c) All grants made hereunder shall be deemed to have been made on the
          applicable Enrollment Date.

     7.   Exercise  of Option.  The  Participant's  option for the  purchase  of
          Shares will be exercised  automatically  on the Exercise  Date of each
          Offering Period, and the maximum number of full shares subject to such
          option  will be  purchased  for  such  Participant  at the  applicable
          Exercise Price with the payroll  deductions  accumulated in his or her
          Payroll  Deduction  Account,  unless prior to such  Exercise  Date the
          Participant  has  withdrawn  from the  Offering  Period as provided in
          Paragraph 9. During a Participant's lifetime a Participant's option to
          purchase shares hereunder is exercisable only by such Participant. Any
          amount remaining in the Participant's  Payroll Deduction Account after
          the  Offering  Period shall be held in the Payroll  Deduction  Account
          until the next Offering  Period,  unless the Offering  Period has been
          oversubscribed  or has terminated,  in which case such amount shall be
          refunded to the Participant.

     8.   Delivery.  As  soon  as  practicable  after  the  Exercise  Date,  the
          Committee shall arrange the delivery to each Participant, or to his or
          her account at a brokerage  firm,  of a certificate  representing  the
          shares purchased upon exercise of his or her option.

     9.   Withdrawal; Termination of Employment.

          (a) A  Participant  may stop payroll  deductions at any time by giving
          written  notice to the  Committee on a form  substantially  similar to
          Exhibit A attached  to this  Plan.  All of the  Participant's  payroll
          deductions credited to his or her Payroll Deduction Account accrued to
          purchase Shares will be used to purchase  Shares for that  Participant
          on the next Exercise Date. A written notice to drop  enrollment  shall
          terminate the  Participant's  participation for the Offering Period in
          which the drop enrollment is submitted.  No further payroll deductions
          for the purchase of Shares will be made during the Offering Period.

          (b) Upon  termination  of the  Participant's  Continuous  Status as an
          Employee of the  Company  for any reason,  he or she will be deemed to
          have  elected to  withdraw  from the Plan and the  payroll  deductions
          credited to his or her Payroll  Deduction  Account will be returned to
          such  Participant  and his or her option will be  canceled;  provided,
          however,  a  Participant  who  goes on a leave  of  absence  shall  be
          permitted  to remain in the Plan with  respect to an  Offering  Period
          which  commenced  prior to the beginning of such leave of absence.  If
          such Participant is not guaranteed reemployment by contract or statute
          and the leave of absence  exceeds 90 days, such  Participant  shall be
          deemed to have


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          terminated  employment  on the  91st  day of such  leave  of  absence.
          Payroll  deductions  for a  Participant  who has  been  on a leave  of
          absence  will resume upon return to work at the same rate as in effect
          prior to such leave unless the leave of absence begins in one Offering
          Period and ends in a  subsequent  Offering  Period,  in which case the
          Participant  shall not be  permitted  to re-enter the Plan until a new
          ESPP  Enrollment/Change  Form is filed  with  respect  to an  Offering
          Period which  commences  after such  Participant  has returned to work
          from the leave of absence.

          (c) A Participant's  withdrawal from one Offering Period will not have
          any effect upon his or her  eligibility  to participate in a different
          Offering  Period or in any similar plan which may hereafter be adopted
          by the Company.

     10.  Shares.

          (a) The maximum  number of Shares  which shall be made  available  for
          sale under the Plan shall be 2,000,000  Shares,  subject to adjustment
          upon changes in capitalization of the Company as provided in Paragraph
          16. Either  authorized and unissued Shares or issued Shares heretofore
          or  hereafter  reacquired  by the  Employer  may be  made  subject  to
          purchase  under the Plan,  in the sole and absolute  discretion of the
          Committee. Further, if for any reason any purchase of any Shares under
          the Plan is not consummated, Shares subject to such purchase agreement
          may be subjected to a new ESPP  Enrollment/Change Form under the Plan.
          If, on the Exercise  Date,  the number of Shares with respect to which
          options  are  to be  exercised  exceeds  the  number  of  Shares  then
          available under the Plan, the Company shall make a pro rata allocation
          of the shares remaining  available for purchase in as uniform a manner
          as shall be practicable and as it shall determine to be equitable.  In
          such event, the Company shall give written notice of such reduction of
          the  Shares  which  each  Employee   shall  be  allowed  to  purchase.
          Notwithstanding anything to the contrary herein, the Company shall not
          be obligated to issue Shares  hereunder  if, in the opinion of counsel
          for the Company, such issuance would constitute a violation of federal
          or state securities laws.

          (b) The  Participant  will have no interest or voting  right in Shares
          covered by his or her option until such option has been  exercised and
          the Shares have been issued or transferred to the Participant.

          (c) Shares to be  delivered  to a  Participant  under the Plan will be
          registered  in the name of the  Participant  or, at the prior  written
          request of the Participant, in the names of the Participant and his or
          her spouse.

     11.  Administration.   The  Plan  shall  be  administered  by  a  Committee
          appointed  by the Board.  Such  Committee  shall have all powers  with
          respect to the Plan,  except for amending or  terminating  the Plan as
          set forth in Paragraph 17 hereof.

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          (a)  Each  member  of  the  Committee  shall  serve  until  his or her
          successor is appointed.  Any member of the Committee may be removed at
          any time by the Board,  with or without  cause,  which  shall have the
          power to fill any  vacancy  which may occur.  A  Committee  member may
          resign by giving 30 days written notice to the Company.

          (b) The members of the Committee shall serve without  compensation for
          services  as such,  but the  Company  shall  pay all  expenses  of the
          Committee.

          (c) The Committee shall have the following powers and duties:

               (1)  To direct the  administration of the Plan in accordance with
                    the provisions herein set forth;

               (2)  To adopt rules of procedure  and  regulations  necessary for
                    the  administration  of the Plan  provided the rules are not
                    inconsistent with the terms of the Plan;

               (3)  To  determine  all  questions   with  regard  to  rights  of
                    Employees and Participants  under the Plan,  including,  but
                    not   limited  to,  the   eligibility   of  an  Employee  to
                    participate in the Plan;

               (4)  To  enforce  the  terms  of  the  Plan  and  the  rules  and
                    regulations it adopts;

               (5)  To  direct  the   distribution   of  the  Shares   purchased
                    hereunder;

               (6)  To furnish the Employer with information  which the Employer
                    may require for tax or other purposes;

               (7)  To engage the service of counsel  (who may, if  appropriate,
                    be counsel  for an  Employer)  and  agents  whom it may deem
                    advisable to assist it with the performance of its duties;

               (8)  To prescribe  procedures to be followed by  Participants  in
                    electing to participate herein;

               (9)  To  receive  from  each  Employer  and from  Employees  such
                    information   as  shall   be   necessary   for  the   proper
                    administration of the Plan;

               (10) To maintain, or cause to be maintained, separate accounts in
                    the name of each  Participant  to reflect the  Participant's
                    Payroll Deduction Account under the Plan; and

               (11) To interpret and construe the Plan.

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     12.  Designation of Beneficiary.

          (a) A Participant may file a written  designation of a beneficiary (as
          indicated in the ESPP  Enrollment/Change  Form or otherwise) who is to
          receive any Shares  under the Plan in the event of such  Participant's
          death  subsequent to the Exercise Date on which an option is exercised
          but prior to the issuance of such shares.  In addition,  a Participant
          may file a written  designation of a beneficiary who is to receive any
          cash from the  Participant's  Payroll Deduction Account under the Plan
          in the event of such Participant's death prior to the Exercise Date of
          the option.

          (b) Such  designation of beneficiary may be changed by the Participant
          at any  time  by  written  notice.  In the  event  of the  death  of a
          Participant  and in the absence of a  beneficiary  validly  designated
          under the Plan, the Committee shall deliver such shares and/or cash to
          the executor or administrator of the estate of the Participant,  or if
          no such executor or administrator has been appointed (to the knowledge
          of the Company or Committee),  the Committee,  in its discretion,  may
          deliver  such  shares  and/or cash to the spouse or to any one or more
          dependents or relatives of the Participant, or if no spouse, dependent
          or relative is known to the  Committee,  then to such other  person as
          the Committee may designate.

     13.  Transferability.  Neither payroll deductions credited to Participant's
          Payroll  Deduction  Account nor any rights with regard to the exercise
          of an  option  to  receive  Shares  under  the Plan  may be  assigned,
          transferred,  pledged or otherwise  disposed of in any way (other than
          by will,  the laws of  descent  and  distribution  or as  provided  in
          Paragraph  12  hereof)  by  the  Participant.   Any  such  attempt  at
          assignment,  transfer,  pledge or other  disposition  shall be without
          effect, except that the Committee may treat such act as an election to
          withdraw funds in accordance with Paragraph 9.

     14.  Use of Funds. All payroll  deductions  received or held by the Company
          under the Plan may be used by the Company for any  corporate  purpose,
          and the Company  shall not be  obligated  to  segregate  such  payroll
          deductions.

     15.  Reports.  Individual Payroll Deduction Accounts will be maintained for
          each Participant in the Plan. Statements of Payroll Deduction Accounts
          will be given to  Participants  as soon as  practicable  following  an
          Exercise Date,  such  statements will set forth the amounts of payroll
          deductions,  the per  share  purchase  price,  the  number  of  shares
          purchased and the remaining cash balance, if any.

     16.  Adjustments  Upon Changes in  Capitalization.  If an option under this
          Plan  is   exercised   subsequent   to  any  stock   split,   spinoff,
          recapitalization,     reorganization,     reclassification,    merger,
          consolidation,  exchange of shares,  or the like occurring  after such
          option was granted,  as a result of

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          which  shares of any class of stock  shall be issued in respect of the
          outstanding shares, or shares shall be changed into a different number
          of the same or another class or classes, the number of Shares to which
          such option shall be  applicable  and the option price for such Shares
          shall be appropriately  adjusted by the Company.  Any such adjustment,
          however, in the Shares shall be made without change in the total price
          applicable to the portion of the Shares purchased  hereunder which has
          not been  fully  paid for,  but with a  corresponding  adjustment,  if
          appropriate, in the price for the Shares.

          In the event of the proposed dissolution or liquidation of the Company
          or upon a proposed  reorganization,  merger,  or  consolidation of the
          Company with one or more corporations as a result of which the Company
          is  not  the  surviving  corporation,  or  upon  a  proposed  sale  of
          substantially  all of the  property or stock of the Company to another
          corporation,  the Offering Period will terminate  immediately prior to
          the consummation of such proposed action, unless otherwise provided by
          the Board,  and the holder of each option then  outstanding  under the
          Plan will thereafter be entitled to receive, upon the exercise of such
          option,  as  nearly  as  reasonably  may  be  determined,   the  cash,
          securities,  and/or  property which a holder of one Share was entitled
          to receive upon and at the time of such  transaction for each Share to
          which such option shall be exercised.  The Board shall take such steps
          in connection with such transactions as the Board shall deem necessary
          to assure that the  provisions of this paragraph  shall  thereafter be
          applicable,  as nearly as reasonably may be determined, in relation to
          the said cash, securities,  and/or property as to which such holder of
          such option might thereafter be entitled to receive.

     17.  Amendment or Termination. The Board may at any time and for any reason
          terminate or amend the Plan.  Except as  specifically  provided in the
          Plan,  no such  termination  can affect  options  previously  granted,
          provided that an Offering Period may be terminated by the Board on any
          Exercise Date if the Board determines that the termination of the Plan
          is in the best interest of the Company and its stockholders. Except as
          specifically provided in the Plan or as required to obtain a favorable
          ruling  from the  Internal  Revenue  Service or to comply  with tax or
          securities  law,  no  amendment  may make  any  change  in any  option
          theretofore   granted  which  adversely  affects  the  rights  of  any
          Participant.  To the extent  necessary to comply with Rule 16b-3 under
          the Act or Section 423 of the Code (or any successor rule or provision
          or any other  applicable law or regulation),  the Company shall obtain
          stockholder approval in such manner and to such a degree as required.

     18.  Notices.  All notices or other  communications by a Participant to the
          Company or  Committee  under or in  connection  with the Plan shall be
          deemed to have been duly given when received in the form  specified by
          the  Committee at the  location,  or by the person,  designated by the
          Committee for the receipt thereof.

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     19.  Stockholder  Approval.  Commencement  of the Plan  shall be subject to
          approval by the stockholders of the Company within 12 months before or
          after the date the Plan is adopted.  Notwithstanding  any provision to
          the contrary,  failure to obtain such stockholder  approval shall void
          the Plan,  any options  granted  under the Plan,  any Share  purchases
          pursuant to the Plan, and all rights of all Participants.

     20.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued with
          respect  to an option  unless  the  exercise  of such  option  and the
          issuance and  delivery of such Shares  pursuant  thereto  shall comply
          with all applicable provisions of law, domestic or foreign, including,
          without limitation,  the Securities Act of 1933, as amended,  the Act,
          the rules and regulations promulgated thereunder, and the requirements
          of any stock  exchange  upon which the Shares may then be listed,  and
          shall be further  subject to the  approval  of counsel for the Company
          with respect to such compliance.

          As a condition to the  exercise of an option,  the Company may require
          the person exercising such option to represent and warrant at the time
          of any such  exercise  that the  Shares are being  purchased  only for
          investment  and without any present  intention  to sell or  distribute
          such  shares if, in the  opinion of counsel  for the  Company,  such a
          representation  is  required by any of the  aforementioned  applicable
          provisions of law.

     21.  Term of Plan.  The Plan shall  become  effective  upon the  earlier to
          occur of its adoption by the Board or its approval by the stockholders
          of the Company as  described  in  Paragraph  19. It shall  continue in
          effect  for a  term  of  ten  years  unless  sooner  terminated  under
          Paragraph 17.

     22.  No Rights Implied.  Nothing contained in this Plan or any modification
          or amendment  to the Plan or in the creation of any Payroll  Deduction
          Account,  or the execution of any participation  election form, or the
          issuance of any Shares,  shall give any  Employee or  Participant  any
          right to continue employment, any legal or equitable right against the
          Employer  or Company  or any  officer,  director,  or  Employee  of an
          Employer or Company, except as expressly provided by the Plan.

     23.  Severability.  In the event any provision of the Plan shall be held to
          be illegal or invalid for any reason,  the  illegality  or  invalidity
          shall not affect the remaining  provisions  of the Plan,  but shall be
          fully severable and the Plan shall be construed and enforced as if the
          illegal or invalid provision had never been included herein.

     24.  Waiver of Notice.  Any person  entitled  to notice  under the Plan may
          waive the notice.

     25.  Successors  and  Assigns.  The Plan shall be binding  upon all persons
          entitled to purchase Shares under the Plan,  their  respective  heirs,
          legatees,  and  legal  representatives  and  upon  the  Employer,  its


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          successors and assigns.

     26.  Headings.  The titles and headings of the  paragraphs are included for
          convenience  of  reference  only  and  are  not  to be  considered  in
          construction of the provisions hereof.

     27.  Governing Law. All questions arising with respect to the provisions of
          this Plan shall be determined by  application of the laws of the State
          of Delaware  except to the extent Delaware law is preempted by federal
          statute.  The  obligation  of the Employer to sell and deliver  Shares
          under the Plan is subject to  applicable  laws and to the  approval of
          any   governmental   authority   required  in   connection   with  the
          authorization, issuance, sale or delivery of such Shares.

     28.  No Liability for Good Faith Determinations. Neither the members of the
          Board nor any member of the Committee (nor their  delegates)  shall be
          liable for any act, omission,  or determination  taken or made in good
          faith with respect to the Plan or any right to purchase Shares granted
          under  it,  and  members  of the Board and the  Committee  (and  their
          delegates) shall be entitled to  indemnification  and reimbursement by
          the  Company  in  respect  of any  claim,  loss,  damage,  or  expense
          (including  attorneys' fees, the costs of settling any suit,  provided
          such settlement is approved by independent  legal counsel  selected by
          the Company, and amounts paid in satisfaction of a judgment,  except a
          judgment  based on a finding of bad faith)  arising  therefrom  to the
          full extent  permitted  by law and under any  directors  and  officers
          liability or similar insurance  coverage that may from time to time be
          in effect.

     29.  Participating Employers. This Plan shall constitute the employee stock
          purchase  plan  of the  Company  and  each  Designated  Subsidiary.  A
          Designated Subsidiary may adopt and participate in this Plan beginning
          as of the next  Enrollment  Date,  provided the Board has consented to
          such Designated  Subsidiary's  participation.  A Designated Subsidiary
          may withdraw from the Plan as of any Enrollment Date by giving written
          notice to the Board,  and such notice must be received by the Board at
          least 30 days prior to such Enrollment Date.

     30.  No Guarantee of Interests or Tax Treatment.  Neither the Committee nor
          the Company  guarantees  the Common  Stock from loss or  depreciation.
          Neither  the  Committee  nor  the  Company  guarantees  favorable  tax
          treatment for the purchase of Shares hereunder.

     31.  Payment of  Expenses.  All  expenses  incident to the  administration,
          termination, or protection of the Plan, including, but not limited to,
          legal and accounting fees, shall be paid by the Company.

IN WITNESS WHEREOF,  this Amended and Restated  Employee Stock Purchase Plan has
been executed effective this 16th day of May, 2001.

                                       17
<PAGE>


                                    OAO TECHNOLOGY SOLUTIONS, INC.


Attest:/s/ Dianne R. Sagner         By:/s/ Chris M. Hazell
       ---------------------           ----------------------------
Dianne R. Sagner                    Chris M. Hazell
General Counsel and Secretary       Vice President Human Resources/
                                                     Administration




                                       18
<PAGE>

                                    Exhibit A

                          Employee Stock Purchase Plan

                             Enrollment/Change Form



Simply  complete  and sign the form on the back of this  sheet and  return it to
your Human Resources office to arrive no later than the last day of the calendar
quarter (March 31, June 30,  September 30, or December 31). Your enrollment will
be effective with the first paycheck of the following quarter.



Make sure you follow these steps:

     o    Read and sign the Enrollment/Change Form on the reverse side

     o    Designate a Beneficiary

     o    Determine  how much  you  would  like to  contribute  for the  current
          Offering Period by marking the appropriate percentage box

     o    Make a copy of the Completed Form for your own records

     o    Return the Form to your Human Resources Representative




                                       19
<PAGE>

[OAO TECHNOLOGY SOLUTIONS LOGO OMITTED]

                  Securities Trading Acknowledgment, Disclosure
         and Employee Stock Purchase Plan (ESPP) Enrollment/Change Form

1.   I  acknowledge  receipt of the  Statement of Company  Policy on  Securities
     Trades by Company Personnel ("Statement of Policy").

2.   I have read and  understand  the  Statement of Company  Policy and agree to
     comply with its terms.

3.   I  understand  that a violation of the  Statement of Company  Policy may be
     considered  grounds for termination of my employment or other  disciplinary
     action by the Company.  Of course,  such a violation also may lead to civil
     or criminal liability.

I  acknowledge  that I have  read and  understand  the  terms of the Plan and by
returning  this Election  Notice I shall  constitute my election to  participate
therein and my authorization  for the payroll  deduction  indicated below to pay
the purchase price of the stock I will purchase under the Plan.

By returning this Election  Notice I, an employee of OAO  Technology  Solutions,
Inc. or any of its wholly  owned  participating  subsidiaries  ("The  Company"),
pursuant to its Employee  Stock  Purchase  Plan ("The  Plan"),  hereby elect and
agree to purchase from the Company  shares of its Common Stock  according to the
terms of the Plan. In accordance  therewith,  my  participation  authorizes  the
instructed  payroll deduction and I understand I may cancel my enrollment at any
time, but I can only change deductions at the beginning of each Plan period. The
withholding  amount is subject to limits that may be  established by the Company
under the stock purchase plan.

Neither  OAO  Technology  Solutions,  Inc.  nor  any of its  employees,  agents,
successors,  assigns or  affiliates  shall be liable to you or other third party
for any direct, indirect, incidental,  special, or consequential damages arising
out of use of this service or inability to gain access to or use the services or
out of breach of any warranty.

OAO Technology  Solutions,  Inc. does not provide any legal,  tax, or accounting
advice or advice  regarding  the  suitability  or  profitability  of a  security
investment,  nor does it give  express or  implied  warranties  with  respect to
information.  Employees  agree to indemnify and hold OAO  Technology  Solutions,
Inc. harmless in stock purchase transactions as well as payroll deductions.

Check One:    |_| New Enrollment        |_| Change            |_|Drop Enrollment

Elect Payroll Deduction Percentage by Checking the Appropriate Box:

               1% |_| 4% |_| 7% |_| 10% |_| 13% |_|

               2% |_| 5% |_| 8% |_| 11% |_| 14% |_|

               3% |_| 6% |_| 9% |_| 12% |_| 15% |_|

Beneficiary  Designation:  In the  event of my  death,  I hereby  designate  the
following  as my  beneficiary  to receive all payments and Shares due me and not
yet paid or issued under the Plan, pursuant to Paragraph 12 of the Plan:


                                       20
<PAGE>


---------------------------------------------------------
Beneficiary Name                                Relationship

---------------------------------------------------------
Signature                                       Date

---------------------------------------------------------
Printed Name of Participant                     Social Security Number

---------------------------------------------------------
                   Address              Day Time Phone


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