ex4-4




Exhibit 4.4



AMENDED AND RESTATED

EMPLOYEE STOCK PURCHASE PLAN

OF

BTG, INC.



      WHEREAS, the BTG, Inc. Employee Stock Purchase Plan (the “Plan”) has been
duly adopted by the Board of Directors of BTG, Inc. (the “Company”) on May 26,
1995 and by the shareholders of the Company on August 30, 1995 to enable
eligible employees of the Company and its participating affiliates (as defined
below), through Payroll deductions, to purchase shares of the Company’s common
stock (the “Common Stock”) and thus to benefit the Company by increasing the
employees’ interest in the Company’s growth and success and encouraging eligible
employees to remain in the employ of the Company or its participating
affiliates; and


      WHEREAS, the Board of Directors has approved certain amendments to the Plan
subject to shareholder approval, to be effective as of the commencement of the
first Payroll Deduction Period (as defined below) following such shareholder
approval, and has authorized restatement of the Plan to reflect such amendments,
as set forth below;


      NOW, THEREFORE, the provisions of the Plan, as amended and restated, are
set forth below:


      1.   SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 21 below, the aggregate number of shares of Common Stock that will be
made available for purchase by participants under the Plan is 400,000. The
shares issuable under the Plan may, in the discretion of the Board of Directors
of the Company (the “Board”), be either authorized but unissued shares or
treasury shares. To the extent there shall be any adjustment pursuant to the
provisions of Section 21 hereof, the aforesaid number of shares shall be
appropriately adjusted.


      2.   ADMINISTRATION. The Plan shall be administered under the direction of
the Employee Stock Purchase Plan Committee (the “Committee”), consisting of at
least two members of the Board, none of whom shall be an employee of the Company
or its affiliates or otherwise eligible to participate in the Plan. Members of
the Committee shall be appointed, and may be removed, by the affirmative vote of
the majority of the entire Board. No member of the Board or the Committee shall
be liable for any action or determination made in good faith with respect to the
Plan.


      3.   INTERPRETATION. It is intended that the Plan meet the requirements for
an “employee stock purchase plan” under Section 423 of the Internal Revenue Code
of 1986 (the “Code”) and is to be so applied and interpreted. Subject to the
express provisions of the Plan, the Committee shall have authority to interpret
the Plan, to prescribe, amend and rescind rules relating to it, and to make all
other determinations necessary or advisable in administering the Plan, all of
which determinations will be final and binding upon all persons.


      4.   ELIGIBLE EMPLOYEES. Any employee of the Company or any of its
participating affiliates may participate in the Plan, except the following, who
are ineligible to participate: (a) an employee whose customary employment is for
less than five months in any calendar year; (b) an employee whose customary
employment is 20 hours or less per week; and (c) an employee who, after
exercising his or her rights to purchase shares under the Plan, would own shares
of Common Stock (including shares that may be acquired under any outstanding
options) representing five percent or more of the total combined voting power of
all classes of stock of the Company. The term “participating affiliate” means
any direct or indirect affiliate of the Company that is designated as such by a
resolution of the Board. The Board may at any time in its sole discretion, if it
deems it advisable to do so, terminate the participation of the employees of a
particular affiliate or affiliates.


      5.   PARTICIPATION IN THE PLAN. An eligible employee may become a
participant in the Plan by completing an election to participate in the Plan on
a form provided by the Company and submitting that form to the Human Resources
Department of the Company. The form will (a) authorize payroll deductions and
state the amount of eligible compensation (as defined in Section 6 below) to be
deducted from the employee’s pay,






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(b) indicate any additional amount to be contributed as provided in Section 8
below, and (c) authorize the purchase of shares of Common Stock for the
employee’s account in accordance with the terms of the Plan. Enrollment will
become effective upon the first day of the first Payroll Deduction Period (as
defined in Section 7 below) that commences after the Company’s receipt of the
form, but not before July 1, 1995.


      6.   PAYROLL DEDUCTIONS. At the time an eligible employee submits his or her
election to participate in the Plan (as provided in Section 5 above), the
employee shall elect to have deductions made from his or her pay, on each pay
day following his or her enrollment in the Plan, and for as long as he or she
shall participate in the Plan, of a whole dollar amount of eligible compensation
which the employee is entitled to receive on such pay day. For purposes of this
Plan, “eligible compensation” includes salary and overtime pay. Deductions made
in accordance herewith will be credited to the employee’s account under the
Plan. A participating employee may at any time increase or decrease his or her
payroll deduction amount by completing and submitting to the Human Resources
Department of the Company a new payroll deduction authorization form to take
effect at the beginning of the next Payroll Deduction Period (as defined in
Section 7 below). An employee may not during any Payroll Deduction Period change
his or her payroll deduction for that Payroll Deduction Period, nor may an
employee withdraw any contributed funds other than by terminating participation
in accordance with Section 15 below.


      7.   PAYROLL DEDUCTION PERIODS. The first Payroll Deduction Period under the
Plan shall commence on October 1, 1995 and shall end on December 31, 1995 (the
“Initial Payroll Deduction Period”). Subsequent Payroll Deduction Periods will
be three-month periods beginning on January 1, April 1, July 1 and October 1 of
each year.


      8.   LUMP SUM CONTRIBUTIONS. For the Payroll Deduction Period commencing on
July 1 of each year, an eligible employee may contribute a lump sum amount for
purchase of Common Stock under the Plan in addition to payroll deductions
provided for in Section 6 above.


      9.   RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE. Rights to purchase
shares of Common Stock will be deemed granted to participating employees as of
the first trading day of each Payroll Deduction Period. The purchase price of
each share of Common Stock (the “Purchase Price”) will be the lesser of 85
percent of the fair market value of the Common Stock (i) on the first trading
day of the Payroll Deduction Period or (ii) on the last trading day of such
Payroll Deduction Period. For purposes of the Plan, “fair market value” means,
if the Common Stock is listed on an established national or regional stock
exchange, is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System, or is publicly traded in an established
securities market, the closing price of the Common Stock on such exchange or
system or in such market (the highest such closing price if there is more than
one such exchange or market) on such date (or, if there is no such closing
price, the mean between the highest bid and lowest asked prices or between the
high and low prices on such date), or, if no sale of the Common Stock has been
made on such day, or the next preceding day on which any such sale shall have
been made.


      10.   TIMING OF PURCHASE; PURCHASE LIMITATION. Unless a participating
employee has given prior written notice terminating such employee’s
participation in the Plan, or his or her participation in the Plan has otherwise
been terminated as provided in Section 15 below, such employee will be deemed to
have exercised automatically his or her right to purchase Common Stock on the
last trading day of the Payroll Deduction Period (except as provided in Section
15 below) for the number of whole shares of Common Stock which the accumulated
funds in the employee’s account at that time will purchase at the Purchase
Price, subject to the purchase limitation set forth below in this Section 10 and
subject to adjustment under Section 21 below. Shares may not be purchased at any
other time under the Plan. Fractional shares will not be issued under the Plan.
Notwithstanding any other provision of the Plan, no employee may purchase in any
one calendar year under the Plan and all other “employee stock purchase plans”
of the Company and its subsidiaries (as such term is defined in Section 423 of
the Code) shares of Common Stock having an aggregate fair market value in excess
of $25,000, determined, as to shares purchased during each Payroll Deduction
Period during such calendar year, as of the first trading date of such Payroll
Deduction Period. Any funds remaining in a participating employee’s account
after a purchase of shares will be returned to the participating employee,
except that any such amount that is attributable to a fractional share shall be
retained in the account and will






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be available for the purchase of additional shares during the next Payroll
Deduction Period. Effective upon the last trading day of the Payroll Deduction
Period, a participating employee will become a stockholder with respect to the
shares purchased during such Period, and will thereupon have all dividend,
voting and other ownership rights incident thereto, subject to the transfer
restriction provided in Section 11 below.


      11.   ISSUANCE OF STOCK CERTIFICATES; TRANSFER RESTRICTIONS. On the last
trading day of the Payroll Deduction Period, a participating employee will be
credited with the number of whole shares of Common Stock purchased for his or
her account under the Plan during such Period. Shares purchased under the Plan
will be held in the custody of the Committee, or such other entity as the
Committee shall designate, as agent (the “Agent”). The Agent may hold the shares
purchased under the Plan in stock certificates in nominee names, and may
commingle shares held in its custody in a single account or stock certificate,
without identification as to individual employees. An employee may, at any time
after the expiration of six months following his or her purchase of shares under
the Plan, by written notice instruct the Agent to have all or part of such
shares reissued in the employee’s own name and have the stock certificate
delivered to the employee. During such six months period, the employee will not
be entitled to sell or otherwise transfer the shares.


      12.   WITHHOLDING OF TAXES. To the extent that a participant realizes
ordinary income in connection with a sale or other transfer of any shares of
Common Stock purchased under the Plan, the Company, or its affiliate, may
withhold amounts needed to cover such taxes from any payments otherwise due and
owing to the participant or from shares that would otherwise be issued to the
participant hereunder. Any participant who sells or otherwise transfers shares
purchased under the Plan within two years after the beginning of the Payroll
Deduction Period in which the shares were purchased must within 30 days of such
transfer notify the Human Resources Department of the Company in writing of such
transfer.


      13.   ACCOUNT STATEMENTS. The Company will cause the Agent to deliver to
each participating employee a statement for each Payroll Deduction Period during
which the employee purchases Common Stock under the Plan, reflecting the amount
of Payroll deductions accumulated during the Payroll Deduction Period, the
number of shares purchased for the employee’s account, the price per share of
the shares purchased for the employee’s account, the number of shares held for
the employee’s account at the end of the Payroll Deduction Period, and any
amount attributable to a fractional share that is being carried over to the next
Payroll Deduction Period.


      14.   PARTICIPATION ADJUSTMENT. If in any Payroll Deduction Period the
number of unsold shares that may be made available for purchase under the Plan
pursuant to Section 1 above is insufficient to permit exercise of all rights
deemed exercised by all participating employees pursuant to Section 10 above, a
participation adjustment will be made, and the number of shares purchasable by
all participating employees will be reduced proportionately. Any funds then
remaining in a participating employee’s account after such exercise will be
refunded to the employee.


      15.   TERMINATION OF PARTICIPATION. A participating employee will be
refunded all monies in his or her account, and his or her participation in the
Plan will be terminated, if: (a) the employee elects to terminate participation
in a writing delivered to the Payroll Department of the Company provided, that,
with respect to a participating employee who is an executive officer of the
Company who is subject to Section 16(b) under the Securities Exchange Act of
1934, as amended, such employee’s termination of participation in the Plan shall
be deemed to be effective as of the first day of the next Payroll Deduction
Period following the Payroll Deduction Period during which such employee
delivers a writing terminating such employee’s participation in the Plan; (b)
the employee ceases to be employed by the Company or a participating affiliate;
(c) the Board elects to terminate the Plan as provided in Section 20 below; or
(d) the employee ceases to be eligible to participate in the Plan under Section
4 above. Temporary disability or an approved leave of absence will not result in
termination of employment within the meaning of the Plan. As soon as practicable
following termination of an employee’s participation in the Plan, the Company
will deliver to the employee a check representing any uninvested contributions
to which the employee is entitled and a stock certificate representing the
number of whole shares held in the employee’s account; provided, that the
employee shall not be entitled to have a stock certificate delivered as to any
shares held for less than six months from the date of purchase until such six
month holding period has been satisfied. Once terminated, participation may not
be






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reinstated for the then current Payroll Deduction Period, but, if otherwise
eligible, the employee may elect to participate in any subsequent Payroll
Deduction Period.


      16.   ASSIGNMENT. No participating employee may assign his or her rights to
purchase shares of Common Stock under the Plan, whether voluntarily, by
operation of law or otherwise. Any payment of cash or issuance of shares of
Common Stock under the Plan may be made only to the participating employee (or,
in the event of the employee’s death, to the employee’s estate). Once a stock
certificate has been issued to the employee or for his or her account, such
certificate may be assigned the same as any other stock certificate.


      17.   APPLICATION OF FUNDS. All funds received or held by the Company under
the Plan may be used for any corporate purpose until applied to the purchase of
Common Stock and/or refunded to participating employees. Participating
employees’ accounts will not be segregated. Interest will not be paid on funds
held by the Company pursuant to the Plan.


      18.   NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any right to
purchase Common Stock under the Plan confers upon any employee any right to
continued employment with the Company or any of its affiliates, nor will an
employee’s participation in the Plan restrict or interfere in any way with the
right of the Company or any of its affiliates to terminate the employee’s
employment at any time.


      19.   AMENDMENT OF PLAN. The Board may amend the Plan in any respect;
provided, however, that without approval of the stockholders of the Company no
amendment shall be made: (a) increasing the number of shares specified in
Section 1 above that may be made available for purchase under the Plan (except
as provided in Section 21 below), (b) changing the eligibility requirements for
participating in the Plan or (c) which adversely affects any right or obligation
with respect to any right to purchase shares of Common Stock pursuant to the
Plan then outstanding, except to the extent that any such action shall be
required or desirable (in the opinion of the Company or its counsel) in order to
comply with the provisions of the Code or any rule or regulation promulgated or
proposed thereunder.


      20.   EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN. The Plan was
effective on May 26, 1995 and was approved by a majority of the votes present
and entitled to vote at a duly held meeting of the shareholders of the Company
on August 30, 1995 at which a quorum, representing a majority of all outstanding
voting stock, was present. Amendments to the Plan incorporated in this
restatement are to be effective as of the commencement of the first Payroll
Deduction Period following approval of such amendments by the shareholders of
the Company as set forth above. The Board may terminate the Plan at any time and
for any reason or for no reason, provided that such termination shall not impair
any rights of participants that have vested at the time of termination. In any
event, the Plan shall, without further action of the Board, terminate at the
earlier of (i) the fifth anniversary of the effective date of the Plan and (ii)
such time as all shares of Common Stock that may be made available for purchase
under the Plan pursuant to Section 1 above have been issued; provided, that
Section 11 above shall remain in full force and effect for a period of at least
six months following the date of termination of the Plan, after which all shares
of Common Stock held by the Agent pursuant to the terms of Section 11 above
shall be reissued in the names of the employees entitled to such shares, and
stock certificates evidencing such shares shall be delivered to such employees.


      21.   EFFECT OF CHANGES IN CAPITALIZATION.


            (a) Changes in Stock.



		
	 	      If the number of outstanding shares of Common Stock is increased or
decreased or the shares of Common Stock are changed into or exchanged for a
different number or kind of shares or other securities of the Company on
account of any recapitalization, reclassification, stock split, reverse
split, combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the Company
occurring after the effective date of the Plan, the number and kinds of
shares of Common Stock that may be purchased under the Plan shall be
adjusted proportionately and accordingly by the Company. In addition, the
number and kind of shares for which rights are outstanding shall be
adjusted proportionately and accordingly so that the proportionate interest
of a participating employee immediately following such event shall, to the
extent practicable, be the same as immediately before such event. Any such







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	 	      adjustment in outstanding rights shall not change the aggregate Purchase
Price payable by a participating employee with respect to shares subject to
such rights, but shall include a corresponding proportionate adjustment in
the Purchase Price per share.



            (b) Reorganization in Which the Company Is the Surviving Corporation.



		
	 	      Subject to Subsection (c) of this Section 21, if the Company shall be
the surviving corporation in any reorganization, merger or consolidation of
the Company with one or more other corporations, all outstanding rights
under the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to such rights would
have been entitled immediately following such reorganization, merger or
consolidation, with a corresponding proportionate adjustment of the
Purchase Price per share so that the aggregate Purchase Price thereafter
shall be the same as the aggregate Purchase Price of the shares subject to
such rights immediately prior to such reorganization, merger or
consolidation.



            (c)Reorganization in Which the Company Is Not the Surviving
Corporation or Sale of Assets or Stock.



		
	 	      Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the surviving corporation, or upon
a sale of all or substantially all of the assets of the Company to another
corporation, or upon any transaction that results in any person or entity
(or persons or entities acting as a group or otherwise in concert) owning
more than 50 percent of the combined voting power of all classes of stock
of the Company, the Plan and all rights outstanding hereunder shall
terminate, except to the extent provision is made in writing in connection
with such transaction for the continuation of the Plan or the assumption of
the rights theretofore granted, or for the substitution for such rights of
new rights covering the stock of a successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds
of shares and exercise prices, in which event the Plan and rights
theretofore granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan, the Payroll
Deduction Period shall be deemed to have ended on the last trading day
prior to such termination, and in accordance with Section 10 above the
rights of each participating employee then outstanding shall be deemed to
be automatically exercised on such last trading day; provided, that in the
event of such termination of the Plan, the Company or such successor
corporation shall take such action as may be necessary to ensure that the
Agent appointed pursuant to the terms of Section 11 above shall continue to
hold shares of Common Stock in custody as required by Section 11 above for
a period of at least six months following the date of termination of the
Plan, after which all shares of Common Stock held by the Agent pursuant to
the terms of Section 11 above shall be reissued in the names of the
employees entitled to such shares, and stock certificates evidencing such
shares shall be delivered to such employees. The Board shall send written
notice of an event that will result in such a termination to all
participating employees not later than the time at which the Company gives
notice thereof to its stockholders.



            (d) Adjustments.



		
	 	      Adjustments under this Section 21 related to stock or securities of
the Company shall be made by the Committee, whose determination in that
respect shall be final, binding, and conclusive. No fractional shares of
Common Stock or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall
be eliminated in each case by rounding downward to the nearest whole share
or unit.



            (e) No Limitations on Company.



		
	 	      The grant of a right pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.







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      22.   GOVERNMENTAL REGULATION. The Company’s obligation to issue, sell and
deliver shares of Common Stock pursuant to the Plan is subject to such approval
of any governmental authority and any national securities exchange or other
market quotation system as may be required in connection with the authorization,
issuance or sale of such shares.


      23.   STOCKHOLDER RIGHTS. Any dividends paid on shares held by the Company
for a participating employee’s account will be transmitted to the employee. The
Company will deliver to each participant who purchases shares of Common Stock
under the Plan, as promptly as practicable by mail or otherwise, all notices of
meetings, proxy statements, proxies and other materials distributed by the
Company to its stockholders. Any shares of Common Stock held by the Agent for an
employee’s account will be voted in accordance with the employee’s duly
delivered and signed proxy instructions. There will be no charge to
participating employees in connection with such notices, proxies and other
materials.


      24.   PAYMENT OF PLAN EXPENSES. The Company will bear all costs of
administering and carrying out the Plan; provided, that, except as otherwise
specifically provided in the Plan, the Company shall not be obligated to pay any
costs or expenses (including legal fees) incurred by any participant in the Plan
in connection with any right to purchase shares of Common Stock hereunder or the
purchase of such shares of Common Stock.


* * *


      The Amended and Restated Employee Stock Purchase Plan of BTG, Inc. was duly
adopted and approved by the Board of Directors of BTG, Inc. on the 26th of June,
1996.



	 	 
		/s/ MARILYNN D. BERSOFF                
		Marilynn D. Bersoff

Secretary of BTG, Inc.



      The Amended and Restated Employee Stock Purchase Plan of BTG, Inc. was duly
approved by the shareholders of BTG, Inc. on the 14th of August, 1996.



	 	 
		/s/ MARILYNN D. BERSOFF                
		Marilynn D. Bersoff

Secretary of BTG, Inc.




      By unanimous consent of the Board of Directors of BTG, Inc., effective
May 26, 2000, the term of the Amended and Restated Employee Stock Purchase
Plan was extended to May 26, 2005, and Section 20(i) of the Plan was amended
to read as follows: “the fifth anniversary of the effective date
of the Plan,
unless the Plan shall have been extended, in which case, such substituted date
of Plan termination as the Board may designate and”.



	 	 
		/s/ MARILYNN D. BERSOFF                
		Marilynn D. Bersoff

Secretary of BTG, Inc.




      The Plan was amended by unanimous consent of the Board of Directors of
BTG, Inc., on June 22, 2001 increasing the number of shares authorized to be
purchased under the Plan from 400,000 to 600,000. The amendment was duly
approved by the shareholders of BTG, Inc. on August 30, 2001.



	 	 
		/s/ MARILYNN D. BERSOFF                
		Marilynn D. Bersoff

Secretary of BTG, Inc.








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