ANALEX CORPORATION
           EMPLOYEE STOCK APPRECIATION RIGHT AGREEMENT

      This  EMPLOYEE  STOCK  APPRECIATION  RIGHT  AGREEMENT  (the
"Agreement") is made as of _________, 20__ (the "Date of  Grant")
between   ANALEX   CORPORATION,  a  Delaware   corporation   (the
"Company") and __________ (the "Participant").

                     Background Information

      A.    The  Board of Directors of the Company (the  "Board")
previously   adopted  the  Analex  Corporation   2006   Long-Term
Incentive Plan (the "Plan").  Section 8 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  Eligible Person, subject to the terms and conditions  of
the Plan and any additional terms provided by the Committee.

      B.    The  Committee has determined that it is in the  best
interests of the Company to grant a stock appreciation  right  to
the Participant.

       C.     The   Participant  desires  to  accept  the   stock
appreciation  right  and  agrees to be bound  by  the  terms  and
conditions of the Plan and this Agreement.

      D.   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, the
Company  hereby  grants to the Participant a  stock  appreciation
right  covering ______ Shares (the "SAR"), effective  as  of  the
Date of Grant.

     2.    Exercise  Price.   The exercise price  of  the  Shares
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 Participant shall be entitled to receive
from  the  Company Shares 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 on the date of exercise of the  SAR
exceeds the Exercise Price, by

          (b)  the number of Shares 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 Date of Grant and expires upon  the
earliest of the following:

          (a)  the tenth (10th) anniversary of the Date of Grant;

          (b)   the first (1st) anniversary of the death  of  the
Participant;

          (c)  the first (1st) anniversary of the termination  of
the Participant's employment due to Disability;

          (d)   ninety  (90)  days after the termination  of  the
Participant's employment by reason of normal retirement under the
Company's retirement policies; or

           (e)   thirty  (30) days after the termination  of  the
Participant's  employment  for  any  reason  other  than   death,
Disability or retirement.

     Notwithstanding any provisions set forth in the Plan or this
Agreement,  if the Participant (i) commits any act of malfeasance
or  wrongdoing affecting the Company or any parent or subsidiary,
(ii) breaches any covenant not to compete or employment agreement
with  the  Company, or (iii) willfully and continuously fails  to
perform substantially his duties with the Company (other than any
failure  due  to  the  Participant's death  or  Disability),  any
unexercised portion of the SAR shall expire immediately upon  the
earlier  of  the  occurrence of such event or the  last  day  the
Participant is employed by the Company.  No act or failure to act
shall  be deemed willful unless the Participant acts or fails  to
act  not  in  good faith and without reasonable belief  that  his
action or failure is in the best interest of the Company.

     5.   Exercise of SAR.  The SAR is exercisable by delivery of
a  written 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 Participant 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
Participant  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
Participant  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 Participant 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
Participant  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
Participant. 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  Participant
exercises  the  SAR,  the Participant must satisfy  the  federal,
state,  and local income and employment withholding taxes imposed
by reason of the exercise of the SAR.  The Participant shall make
an  election with respect to the method of satisfaction  of  such
tax   withholding   obligation  in  accordance  with   procedures
established by the Committee.  Unless the Participant delivers to
the  Company  within ten (10) days after exercise of  the  SAR  a
certified  check  payable in the amount of  all  tax  withholding
obligations imposed on the Participant and the Company by  reason
of  the exercise of the SAR, the number of Shares to be delivered
to  the Participant upon exercise of the SAR shall be reduced  by
the  smallest number of Shares which, when multiplied by the Fair
Market Value of a Share 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 Participant 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 Participant
regardless of the effect of such termination of employment on the
rights of the Participant under the Plan or this Agreement.
      10.  Rights Prior to Issuance of Certificates. Neither  the
Participant nor any person to whom the Participant's rights shall
have  passed  by will or by the laws of descent and  distribution
shall 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 Participant or such other person 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  Participant  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  Participant and the Company agree that the  SAR  is  granted
under  and governed by the terms and conditions of the  Plan  and
this Agreement.  The Participant 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.
Participant  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  Participant  have
executed this Agreement as of the Date of Grant set forth above.

                                  ANALEX CORPORATION


                                   By:


                                  PARTICIPANT:




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