ANALEX CORPORATION
     OPTION EXCHANGE AND STOCK APPRECIATION RIGHT AGREEMENT

      This OPTION EXCHANGE AND STOCK APPRECIATION RIGHT AGREEMENT
(the  "Agreement")  is made as of __________,  20__  (the  "Grant
Date")  between  ANALEX CORPORATION, a Delaware corporation  (the
"Company") and ____________ (the "Grantee").

                     Background Information

      A.    The Board of Directors (the "Board") and shareholders
of  the  Company  previously adopted the Analex Corporation  2002
Stock  Incentive  Plan  (the "Plan").   Section  7  of  the  Plan
provides  that  the  Compensation Committee  of  the  Board  (the
"Committee") shall have the discretion and right to  grant  stock
appreciation  rights to any Employee of the Company,  subject  to
the  terms  and  conditions of the Plan and any additional  terms
provided by the Committee.

     B.   On ____________, the Grantee received a stock option to
purchase  _______ shares of Common Stock at an exercise price  of
$_____ per share (the "Option").

      C.    The  Committee has determined that it is in the  best
interests of the Company to grant a stock appreciation  right  to
the Grantee in exchange for the Option.

     D.    The  Grantee  desires to accept a  stock  appreciation
right  in exchange for the Option and agrees to be bound  by  the
terms and conditions of the Plan and this Agreement.

      E.   Unless otherwise defined herein, the terms defined  in
the Plan shall have the same defined meanings in this Agreement.

                            Agreement

     1.   Grant of Stock Appreciation Right.  Subject to the
terms and conditions provided in this Agreement and the Plan, and
in exchange for the Option, the Company hereby grants to the
Grantee a stock appreciation right covering _______ shares of
Common Stock (the "SAR"), effective as of the Grant Date.

     2.   Exercise Price.  The exercise price of the shares of
Common Stock covered by the SAR shall be $_____ per share (the
"Exercise Price").

     3.   Settlement of SAR.  Upon exercise of all or a specified
portion of the SAR, the Grantee shall be entitled to receive from
the Company shares of Common Stock with an aggregate Fair Market
Value on the date of exercise of the SAR equal to the amount
determined by multiplying:

          (a) 100 percent of the amount (if any) by which the
Fair Market Value of a share of Common Stock on the date of
exercise of the SAR exceeds the Exercise Price, by

          (b) the number of shares of Common Stock with respect
to which the SAR shall have been exercised.

     4.   Vesting and Term of SAR. Except as may be otherwise
provided in the Plan and this Agreement, the SAR shall vest in
accordance with the following schedule: [insert vesting
schedule].
          The SAR shall be exercisable during its term only to
the extent it has vested in accordance with this Section 4.  The
term of the SAR commences on the Grant Date and expires
__________.

     5.   Exercise of SAR.  The SAR is exercisable by delivery of
an exercise notice, at such location and in such form as the
Company shall designate, which shall state the election to
exercise the SAR, the number of Shares in respect of which the
SAR is being exercised, and such other representations and
agreements as may be required by the Company pursuant to the
provisions of the Plan.  This SAR shall be deemed to be exercised
upon receipt by the Company of such Exercise Notice.  No Shares
shall be issued pursuant to the exercise of this SAR unless such
issuance and exercise complies with all relevant provisions of
law and the requirements of any stock exchange or quotation
service upon which the Shares are then listed.  Assuming such
compliance, for income tax purposes the exercised Shares shall be
considered transferred to the Grantee on the date the SAR is
exercised with respect to such exercised Shares.  Prior to the
exercise of this SAR and delivery of the resulting Shares, the
Grantee shall not have any rights of a stockholder with respect
to this SAR or the Shares subject to this SAR.

     6.   Non-Transferability of SAR.  The SAR may not be
transferred in any manner otherwise than by will or by the laws
of descent or distribution, except as otherwise permitted by the
Committee in accordance with the terms of the Plan.

     7.   Change of Control.  In the event of a Change of
Control, any portion of the SAR that is not yet vested and
exercisable, shall become fully vested and exercisable on the
date immediately prior to the consummation of such Change of
Control or such other date prior to such Change of Control as
determined by the Board; provided, however that such accelerated
vesting and exercisability 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 the board determines that Grantee
will be terminated from his current position as a result of or in
connection with such Change of Control.  If a Change of Control
occurs, the Committee in its discretion may take one or more of
the following actions: (a) provide for payment to the Grantee of
cash or other property with a Fair Market Value equal to the
amount that would have been received upon the exercise of the SAR
had the SAR been exercised or paid upon the Change of Control,
(b) adjust the terms of the SAR in a manner determined by the
Committee to reflect the Change of Control, (c) cause the SAR to
be assumed, or new rights substituted therefor, by another
entity, (d) make such other provision as the Committee may
consider equitable to the Grantee and in the best interests of
the Company, or (e) designate a date when the outstanding SAR, if
not exercised, shall terminate; provided however, that such a
date shall not be so designated unless the Committee provides at
least thirty (30) days advance written notice of the date of
termination to the Grantee. In any such event, all other
provisions, terms and conditions of the Plan and this Agreement
shall remain in full force and effect and the Committee is
expressly authorized to take the action described in the
preceding sentence and to amend the Plan or take such other
actions as may be necessary, appropriate or incidental to the
actions described above.

     8.   Tax Withholding.  At such time as the Grantee exercises
the  SAR, the Grantee must satisfy the federal, state, and  local
income  and social insurance withholding taxes imposed by  reason
of  the exercise of the SAR.  Unless the Grantee delivers to  the
Company  at  the  time of exercise of the SAR a  certified  check
payable  in the amount of all tax withholding obligations imposed
on  the Grantee and the Company by reason of the exercise of  the
SAR,  the  number of Shares to be delivered to the  Grantee  upon
exercise  of the SAR shall be reduced by the smallest  number  of
whole  Shares which, when multiplied by the Fair Market Value  of
the  Common  Stock  on  the date of exercise,  is  sufficient  to
satisfy the amount of such tax withholding obligations.

     9.   No Effect on Employment.  Nothing in the Plan or 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 the Plan or this Agreement.
     10.  Rights Prior to Issuance of Certificates. The Grantee
shall not have any of the rights of a shareholder with respect to
any Shares issuable upon exercise of the SAR until the date of
issuance to the Grantee of a certificate for such shares.

     11.  Governing Law and Severability.  This Agreement shall
be construed and enforced in accordance with the laws of the
State of Delaware.  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.  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.

     13.  Entire Agreement.   Subject to the terms and conditions
of  the  Plan,  which are incorporated herein by reference,  this
Agreement expresses the entire understanding and agreement of the
parties  hereto  with  respect to such  terms,  restrictions  and
limitations.

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

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


                                  GRANTEE:




# 3609891_v2