**Exhibit 10.19**

**MODIFICATION NUMBER 1 TOAMENDMENT TO PARTNERSHIPAGREEMENT OF LAUREL TECHNOLOGIES PARTNERSHIP**

This Modification Number 1 to Amendment to PartnershipAgreement of Laurel Technologies Partnership (“Modification Number 1”) is datedas of December 30th, 2005 (the “Effective Date”),and is by and between Laurel Technologies, Inc., now known as SunburstManagement, Inc., a Pennsylvania corporation (“Laurel”), and DRS SystemsManagement Corporation, a Delaware corporation (“DRS”).

Laurel and DRS may also bereferred to individually as a “Party” or collectively as the “Parties.”

WHEREAS, by way of a PartnershipAgreement dated December 13, 1993, the Parties formed a Partnership forthe Business and related activities necessary and appropriate to effect theBusiness; and

WHEREAS, by Amendment toPartnership Agreement of Laurel Technologies Partnership dated August 3,1999 (the “Amendment”), the Parties agreed, inter alia, to undertake activitiesand programs the income from which would not be allocated in accordance withthe Partnership Percentage Interest; and

WHEREAS, the Parties agree tofurther expand the concepts adopted in the Amendment through this ModificationNumber 1.

NOW,THEREFORE, in consideration of the mutual covenants set forth herein, and forgood and other valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Laurel and DRS hereby agree as follows:

1.                Section 1.2is revised by adding 1.2(a)(1) as follows: “Assigned Indirect Costs” shallmean the portion of those costs classified as either Allocable Indirect Costsor Indirect Costs assigned to the DRS requested services pursuant to mutualagreement between the Partnership and specifically identified at Exhibit Das “DRS Requested Services.”

2.                Anew Section 2.3 is added as follows:

2.3        DRSRequested Services

2.3.1     ShouldDRS request the use of Partnership services (e.g., labor and / or facilities)for use on other DRS initiatives or projects not part of the PartnershipBusiness base (“DRS Requested Services”) which are not considered PartnershipPrograms, DRS Allocated Programs or DRS Requested Programs but related toadministrative / engineering activities that may develop manufacturingopportunities for the Partnership, DRS shall submit a written notice to Laurelof its desire to do so at least seven (7) days prior to causing thePartnership to commence work on such services. If, within seven (7) daysafter receipt of such notice, Laurel does not deliver a written objectionthereto, which objection shall be limited to the designation of such service asa DRS Requested Service (an “Objection”), it shall be so designated. If,however, Laurel delivers a timely Objection to the designation of the serviceas a DRS Requested Service, DRS, at its sole option, may (1) designate theservice as a New Partnership Program to be completed by the Partnership, (2) determinethat the service will not be undertaken by the Partnership, or (3) referthe matter for dispute resolution as set forth in Section 4.3 of thisAmendment; provided, however, that the Partnership shall not undertake theservice pending resolution of the dispute.

2.3.2     All direct and indirect Costs incurred bythe Partnership associated with DRS Requested Services shall be reimbursed byDRS.

2.3.3     It is anticipated that all DRS RequestedServices will have the potential to have a follow-on manufacturing or hardwareprogram. In the event the Partnership is involved in the marketing ordevelopment effort related to the DRS Requested 

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Services,any follow-on manufacturing / hardware program will be a Partnership Program. Ifthe Partnership has no involvement in the marketing of the DRS RequestedServices, then it will be considered a DRS Allocated Program (externalcustomer) or a DRS Requested Program (internal customer). A specific example ofthe application of this situation would arise if DRS C3 wins an award ofproduction through the efforts of its Center for Software Excellence from anexternal customer, the production would be awarded to the Partnership throughan internal work order classified as a Partnership Program since thePartnership was involved in the marketing effort.

2.3.4     Annual Review of Programs—Annually,representatives of each Partner will review the current backlog of programs andDRS Requested Services performed by the Partnership to ensure a balance ofPartnership Programs, DRS Allocated Programs, DRS Requested Programs and DRSRequested Services. The goal of the Annual Review is to ensure that thePartnership will not be inhibited to earn a market rate of return on itscapital because of a reduction in manufacturing capacity or the use ofPartnership Assets (including management) which are devoted to non-PartnershipPrograms. Both Parties agree that a balance of programs be achieved to give DRSthe ability to cost-effectively utilize the Partnership’s capabilities onnon-Partnership Programs without impairing the financial viability of thePartnership as an investment. The specific process will include either Partnerrepresentative initiating a communication to the other Partner, DRS providingLaurel sufficient information necessary to conduct a review within a timelyfashion, and  meeting (in person or viaelectronic means) to review the information and discuss any potentialactions/changes. Any actions or changes may be documented on Exhibits A–Dhereto pursuant to agreement of the Parties.

3.                A new Section 2.4 is added as follows:

2.4        DRS Asset Transfers

2.4.1     Should DRS request to transfer assets (e.g.,property, manufacturing equipment, equity interests) for use on programs (i.e.,Partnership Program, DRS Allocated Programs, DRS Requested Programs or DRSRequested Services), DRS shall submit a written notice to Laurel of its desireto do so at least seven (7) days prior to causing the Partnership toaccept such a transfer. If, within seven (7) days after receipt of suchnotice, Laurel does not deliver a written objection thereto, which objection (“Objection”)shall be limited to the designation of such transfer, it shall be so designatedand assumed under the Partnership. If, however, Laurel delivers a timelyObjection to the designation of the transfer, DRS, at its sole option, may (1) determinethat the assets will not be transferred to the Partnership, or (2) referthe matter for dispute resolution as set forth in Section 4.3 of thisAmendment; provided, however, that the Partnership shall not assume the assetspending resolution of the dispute.

2.4.2     All assets transferred by DRS into thePartnership not related to a Partnership interest shall constitute a sale ofassets to the Partnership. It is the intention of the Parties to transferassets into the Partnership at net book value.

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4.                Exhibit “A”is revised as follows:

Partnership Programs

NORTHROP GRUMMAN

1.                       SAWCS ESS TEST

BAE

2.                       BAE—A3 MULTI-YEAR/ YEAR 3

3.                       BAE—A3 MULTI-YEAR/ YEAR 5 (FY05)

4.                       BAE—M88

5.                       BAE—AAV PROGRAM

6.                       BAE—BRADLEY RESET

7.                       BAE—SPARES/REPAIRS

8.                       BAE—A2 ODS FOLLOW ON

9.                       BAE—BRADLEY A3 FY04

10.                BAE—BFIST

11.                BAE/CMU - GLADIATOR

EDO RSS/MTECH

12.                EDO RSS—DMOD

13.                EDO RSS—DIFM PRODUCIBILITY

14.                EDO M. TECH.—BRU-55

15.                EDO M. TECH.—BRU-57

16.                EDO RSS—P3 AIP/BMUP

17.                EDO CCS—WARLOCK

GENERAL DYNAMICS

18.                M1 CABLES, SPARES

19.                JUNCTION BOXES

20.                STRYKER CABLES

21.                MISC CABLES

22.                GDLS/GDC4S—FCS

23.                GDLS/GDAS—MK46

24.                GDATP - MARION SICPS

25.                GDDS DMR

26.                GDDS CM200/CM300/CM400 KITS

27.                GDDS CSAR RADIO PROGRAM

28.                GDDS UOC CABLES, SERVERS, RACK &STACK

29.                GDC4S—DIRECT SALES

30.                GDC4S—SECOMP-I/DJC2/AOC/JTRS Cluster 5PROGRAMS

31.                GD ELECTRIC BOAT—PANELS/CABLES

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ITT GILFILLAN

32.                ITT GILFILLAN—SPS-48E/ROAR/ATC/SWEDEN

MISCELLANEOUS:

33.                AEROJET—TOW 2B Program

34.                BOEING—P100 Cargo Door Assembly

35.                BOEING—767 GTTA Program

36.                CHS NON-WARRANTY REPAIRS / SPARES

37.                HARRIS HFX—CHS OTHER

38.                HONEYWELL-VOLTAGE REGULATOR

39.                H&R PARTS COMPANY—Spares

40.                INTELLIGENT OPTICAL SYSTEMS—DICAST® Program

41.                L3 COMMUNICATIONS—IPADS CABLES

42.                L3 COMMUNICATIONS—M270A1

43.                MIKROS—Engineering Services

44.                PIONEER INDUSTRIES—NON-UD SPARES SALE

45.                RADANT—ESA Beam Steering boxes

46.                SAIC—USMC RF MODULES

47.                SAIC—CSSA Program

48.                SARNOFF CCAs

49.                SENSYTECH—Spares/CCAs

50.                SIPPICAN—GENESIS products

51.                TAMSCO—R2 Program

52.                EFW—LAV C2

53.                RLW—SNAP2

54.                IBIS TEK—GLADIATOR

LOCKHEED MARTIN—Q-70

55.                LOCKHEED MARTIN Q70

56.                LOCKHEED MARTIN Q70 SPARES (EAGAN &CLEARWATER)

LOCKHEED MARTIN—OTHER

57.                LOCKHEED MARTIN—TTWCS

58.                LOCKHEED MARTIN—VLA

59.                LOCKHEED AEROPARTS

60.                LOCKHEED MARTIN VXX/VH-71/PRV

5.                Exhibit “B”is added as follows:

DRS Allocated Programs

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6.                Exhibit “C”is added as follows:

DRS RequestedPrograms

1.               SPS67

2.               CHS-2/3

3.               FMC

4.               Link11/16/22 products

5.               STEproducts

6.               Sting/ STIR / MRR / SPS-67 radar programs

7.                Exhibit “D”is added as follows:

DRS Requested Services

1.               Facilitiesand general administration of DRS software engineering           —Assigned Indirect Costs include, but are not limitedto, the following: (i) facilities rent charge based upon square footageoccupied (to cover base rent, heat, light, taxes and common area charges); (ii) out-of-pocketexpenses incurred on behalf of the staff working in the DRS softwareengineering center at Johnstown; and (iii) agreed-upon allocation ofindirect costs for general administration.

DRS Asset Transfers

1.               DRSC(Wyndmoor) equipment related to board manufacturing line.

2.               DRSC(Wyndmoor) equipment related to communications equipment manufacturing.

3.               DRSC(Wyndmoor) equipment related to radar manufacturing and integration.

4.               SSS(Largo) equipment related to radar manufacturing.

5.               ESI(Gaithersburg) equipment related to prototype manufacturing and testing.

Except as otherwise expressly stated herein, the termsand conditions of the Amendment and Partnership Agreement shall remain in fullforce and effect.

IN WITNESSWHEREOF, the Parties have executed Modification Number 1 as of the Effective Date.
| SUNBURST MANAGEMENT, INC.            |                |
|--------------------------------------|---------------------|
| By:                                  | /s/ KIM KUNKLE      |   |
| Name:                                | KIM  KUNKLE         |   |
| Title:                               | President           |   |
| Date:                                | 6/6/06              |   |
| DRS  SYSTEMS MANAGEMENT CORPORATION: |                |
| By:                                  | /s/ STEVE SCHORER   |   |
| Name:                                |  STEVE SCHORER |   |
| Title:                               |  President     |   |
| Date:                                | 1/19/06             |   |
|                                      |                     |  |  |  |  |  |  |

 

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