ANALEX CORPORATION
                 RESTRICTED STOCK AWARD AGREEMENT


      This  RESTRICTED STOCK AWARD AGREEMENT (the  "Agreement")  is
made  as  of  February 22, 2006 (the "Grant Date")  between  ANALEX
CORPORATION a Delaware corporation (the "Company") and  STEPHEN  C.
MATTHEWS (the "Grantee").

                      Background Information

     As  an  inducement to Grantee's employment with  the  Company,
which commenced on September 1, 2005 ("Employment Date"), the Board
of  Directors of the Company (the "Board") has authorized an  award
to  the Grantee of shares of the common stock, par value $0.02,  of
the  Company  (the  "Common  Stock"),  subject  to  the  terms  and
conditions and restrictions of this Agreement.  The Grantee desires
to  accept the award grant and agrees to be bound by the terms  and
conditions and restrictions of this Agreement.

                             Agreement

      1.    Restricted Stock.  Subject to the terms and  conditions
provided  in  this  Agreement, the Company  hereby  grants  to  the
Grantee  50,000 shares of the Common Stock (the "Restricted Stock")
as  of  the  Grant Date.  The extent to which the Restricted  Stock
becomes   vested  and  non-forfeitable  shall  be   determined   in
accordance  with  the  provisions of  Sections  2  and  3  of  this
Agreement.

      2.   Vesting.  Except as may be otherwise provided in Section
3  of  this  Agreement, the Grantee's rights and  interest  in  the
Restricted Stock shall become vested and non-forfeitable and  shall
cease being restricted in accordance with the following schedule:

             Date                         Percent Vested
First Anniversary of Employment                    25%
             Date
       Second Anniversary of                       50%
        Employment Date
Third Anniversary of Employment                    75%
             Date
      Fourth Anniversary of                      100%
        Employment Date

      3.    Change in Control.  In the event of a Change in Control
(as defined below), any portion of the Restricted Stock that is not
yet  vested  and  non-forfeitable, shall become  fully  vested  and
nonforfeitable on the date immediately prior to the consummation of
such  Change  in  Control or such other date as determined  by  the
Board;  provided,  however that such accelerated vesting  shall  be
subject  to  such  additional  terms, conditions,  requirements  or
restrictions  as  the Board may determine in its  sole  discretion,
except,  however,  that  the  Board  shall  not  impose  any   such
additional  terms,  conditions,  requirements  or  restrictions  if
Grantee  will  be  terminated from his current  position,  with  or
without  cause,  in connection with such Change  in  Control.   For
purposes of this Agreement, "Change in Control" means (a) a  merger
or  consolidation of the Company with or into any other company  or
other  entity or (b) a sale, lease, exchange or other  transfer  in
one transaction or a series of related transactions undertaken with
a  common purpose of all or substantially all of the Company's then
outstanding securities or all or substantially all of the Company's
assets;  or  (c)  any  other event which the  Board  determines  to
constitute a Change in Control, provided, however, that a Change in
Control  shall not include a transaction with an affiliate  of  the
Company.

     4.   Restrictions on Transfer.  Until such time as any share of
Restricted Stock becomes vested pursuant to Section 2 or Section  3
of  this Agreement, the Grantee shall not have the right to make or
permit to occur any transfer, pledge or hypothecation of all or any
portion  of the Restricted Stock, whether outright or as  security,
with  or  without  consideration, voluntary  or  involuntary.   Any
transfer, pledge or hypothecation not made in accordance with  this
Agreement shall be deemed null and void.

     5.    Forfeiture.  The Grantee shall forfeit all of his rights
and  interest  in the Restricted Stock if his employment  with  the
Company  terminates  for  any reason before  the  Restricted  Stock
becomes  vested in accordance with Section 2 or Section 3  of  this
Agreement.

     6.    Shares  Held by Custodian. The Grantee hereby authorizes
and directs the Company to deliver any share certificate issued  by
the  Company  to  evidence  the award of Restricted  Stock  to  the
Secretary  of the Company, or such other officer of the Company  as
may  be  designated  by the Secretary of the Company,  (the  "Share
Custodian") to be held by the Share Custodian until the  Restricted
Stock becomes vested in accordance with Section 2 or Section  3  of
this  Agreement.   When all or any portion of the Restricted  Stock
becomes  vested, the Share Custodian shall deliver to  the  Grantee
(or   his   beneficiary  in  the  event  of  death)  a  certificate
representing  the  vested  Restricted Stock  (which  then  will  be
unrestricted).  The Grantee hereby irrevocably appoints  the  Share
Custodian,  and  any  successor thereto, as  the  true  and  lawful
attorney-in-fact  of the Grantee with full power and  authority  to
execute  any stock transfer power or other instrument necessary  to
transfer  the  Restricted Stock to the Company, or  to  transfer  a
portion  of  the Restricted Stock to the Grantee on an unrestricted
basis upon vesting, pursuant to this Agreement, in the name, place,
and  stead  of  the  Grantee.  The term of such  appointment  shall
commence  on  the  Grant  Date and shall  continue  until  all  the
Restricted Stock becomes vested or is forfeited.  During the period
that  the  Share  Custodian holds the shares  of  Restricted  Stock
subject  to  this Section 6, the Grantee shall be entitled  to  all
rights  applicable to shares of common stock of the Company not  so
held, including the right to vote and receive dividends.

    7.   Tax Consequences.

(a)  At such time as the Grantee becomes vested pursuant to Section
2  or Section 3 in all or any portion of the Restricted Stock,  the
Grantee  (or  his/her  personal representative)  must  satisfy  his
federal,  state  and local, if any, withholding  taxes  imposed  by
reason  of  the vesting of the Restricted Stock.  The  Grantee  may
satisfy  this withholding obligation by paying to the  Company  the
full  amount  of  the  withholding  obligation  in  cash  or  check
acceptable  to  the  Company.  If the Grantee fails  to  make  such
payment  of  the withholding taxes to the Company within  ten  days
after the occurrence of the vesting event (the "Vesting Date"), the
Grantee's actual number of vested shares of Restricted Stock  shall
be  reduced by the smallest number of whole shares of Common  Stock
which, when multiplied by the fair market value of the Common Stock
on  the  Vesting Date, is sufficient to satisfy the amount  of  the
withholding tax obligations imposed on the Company by reason of the
vesting of the Restricted Stock.

(b)  The Grantee understands that the Grantee may elect to be taxed
at  the  Grant  Date rather than when the Restricted Stock  becomes
vested  by  filing  with the Internal Revenue Service  an  election
under  section  83(b)  of the Internal Revenue  Code  of  1986,  as
amended (the "Code"), within thirty (30) days from the Grant  Date.
The   Grantee   acknowledges  that  it  is   the   Grantee's   sole
responsibility and not the Company's responsibility to timely  file
the  Code section 83(b) election with the Internal Revenue  Service
if the Grantee intends to make such an election.  Grantee agrees to
provide written notification to the Company if the Grantee files  a
Code section 83(b) election.

     8.   No Effect on Employment.  Nothing in this Agreement shall
confer upon the Grantee the right to continue in the employment  of
the  Company  or  affect any right which the Company  may  have  to
terminate the employment of the Grantee regardless of the effect of
such  termination of employment on the rights of the Grantee  under
this Agreement.

      9.    Governing Laws.  This Agreement shall be construed  and
enforced in accordance with the laws of the State of Delaware.

     10.    Successors.  This Agreement shall inure to the  benefit
of,  and  be  binding upon, the Company and the Grantee  and  their
heirs, legal representatives, successors and permitted assigns.

     11.   Severability.  In the event that any one or more of  the
provisions or portion thereof contained in this Agreement shall for
any  reason be held to be invalid, illegal or unenforceable in  any
respect,  the  same  shall not invalidate or otherwise  affect  any
other  provisions  of this Agreement, and this Agreement  shall  be
construed as if the invalid, illegal or unenforceable provision  or
portion thereof had never been contained herein.

     12.   Entire Agreement.   This Agreement expresses the  entire
understanding and agreement of the parties hereto with  respect  to
such terms, restrictions and limitations.

      13.   Headings.    Section  headings  used  herein  are   for
convenience  of  reference  only and shall  not  be  considered  in
construing this Agreement.

     14.   Additional Acknowledgements.  By their signatures below,
the  Grantee  and  the Company agree that the Restricted  Stock  is
granted  under  and  governed by the terms and conditions  of  this
Agreement.  Grantee has had an opportunity to obtain the advice  of
counsel prior to executing this Agreement and fully understands all
provisions of this Agreement.  Grantee hereby agrees to  accept  as
binding,  conclusive and final all decisions or interpretations  of
the  Board made in accordance with the terms of this Agreement upon
any questions relating to this Agreement.

     IN  WITNESS WHEREOF, the Company and the Grantee have executed
this Agreement as of the Grant Date set forth above.

                                  ANALEX CORPORATION


                                   By:
                                        /S/ Sterling E. Phillips, Jr.


                                  GRANTEE:



                                   /S/ Stephen C. Matthews
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