DynCorp
                         Management Incentive Plan (MIP)

                               Revised March, 1997

I. PURPOSE

          The purpose of the Management  Incentive Plan (MIP) is to motivate and
          reward  key  managers  for  their   achievement   of   preestablished,
          measurable  objectives  that  contribute to the success of the company
          and/or organizational unit.

II.  GENERAL  DESCRIPTION

          At the beginning of the Plan Year,  company  and/or unit financial and
          key  operational  objectives,  individual  performance  objectives and
          target  incentive  awards will be established and confirmed in writing
          for each Plan  participant.  At the  conclusion of the Plan Year,  the
          achievement of the specified individual  objectives will be scored and
          weighted for each participant and together with the achievement  level
          of the company  and/or  organizational  unit will be used to determine
          the actual amount of the incentive award.

III.     RESPONSIBILITIES

          A. The Corporate Vice  President,  Human  Resources is responsible for
          administering  the Plan. B. Strategic  Business Unit (SBU)  Executives
          and  Corporate   Staff   Officers  are   responsible   for  nominating
          participants  to be  included  in the plan,  recommending  appropriate
          objectives for participants,  evaluating  participant  performance and
          recommending individual incentive award amounts. C. The SBU Executives
          and Corporate  Staff Officers are  responsible  for  recommending  the
          amount to be  budgeted  across  the group  for the Plan  target  pool,
          establishing the organizational unit operating  objectives,  approving
          managers  selected for  participation,  apportioning  the group target
          pool to the organizational units,  recommending actual award pools and
          approving  individual incentive awards. D. The Chief Executive Officer
          (CEO) is  responsible  for  approving  the Plan target pool and actual
          award pools for each sector or Corporate financial  organization,  and
          approving any  exceptions to the Plan. E. The  Compensation  Committee
          Board of Directors  (the  Committee) is  responsible  for amending the
          Plan, and approving the Plan target pool and the actual award pool for
          the company.

IV.      DEFINITIONS

         A.       Adjusted Operating Profit (AOP)

                  Operating profit less a Net Asset Adjustment.

         B.       Average Net Assets

                  The average of the net assets  assigned to the  organizational
                  unit at the  beginning of the Plan Year and at the end of each
                  month  during the year  through  November.  The net asset base
                  will be the total assets assigned to said operation reduced by
                  any non-interest bearing liabilities attributable to the unit,
                  and exclusive of intercompany accounts,  marketable securities
                  and other non-operating accounts assigned to the Company.

         C.       Base Salary

                  The basic annual salary rate of a participant  as of January 1
                  of the Plan Year or, if later,  the time he or she is approved
                  as a  potential  participant  for a given year,  exclusive  of
                  overtime,  per diem, bonuses,  or any other premiums,  special
                  payments, or allowances.

         D.       EBITDA

                  Earnings of DynCorp  before  deductions  for interest,  taxes,
                  depreciation,  discontinued operations, and merger/acquisition
                  costs,   as   recorded   on  the  books  and  records  of  the
                  Corporation.

         E.       Key Manager

                  Those   employees   holding   management   positions  who  are
                  designated as eligible under the provisions of the MIP.

         F.       Net Asset Adjustment

                  The  average  net  assets  times a Net Asset  Adjustment.  The
                  percentage  adjustment shall be at least equal to the weighted
                  average of the  company's  projected  cost of capital  for the
                  Plan Year. Only under  extraordinary  circumstances  will this
                  percentage  be set at less than  12%.  The  projected  cost of
                  capital  for each year will be as  established  in that year's
                  business plan.


         G.       Operating Profit

                  Earnings of the applicable  organizational unit (i.e., branch,
                  division,  subsidiary,  group, etc.,) after ESOP and after all
                  accruals,  but before the Company's G&A Expense,  Interest and
                  Dividend Income,  Interest  Expense,  Net Asset Allocation and
                  taxes on income.

          H.      Plan Year

          The period commencing January 1 and ending December 31 of the year for
          which performance is being measured. I. Target Award The dollar amount
          that a Participant is eligible to receive if the combined  performance
          of the  participant and the  organizational  unit is at an achievement
          level of 100% of the established performance objectives.

V.       ELIGIBILITY

         Eligibility  for  participation  in the  Plan  will be  limited  to key
         managers in the operating  groups and Corporate  Headquarters  who have
         significant impact on the overall  performance and profitability of the
         company and/or their organizational unit.

         All  participants  in the Plan must be  approved  in advance by the SBU
         President or Corporate Staff Officer.

         A minimum  of six  months  in an  eligible  position  is  required  for
         participation in the Plan. Participation for individuals with less than
         six months must be approved by the CEO as an exception to the plan.

         With  the  exception  of  retirement  or  death,  participants  must be
         actively (on the  payroll)  employed on the date the awards are paid in
         order to receive a management  incentive award. At its sole discretion,
         DynCorp  may  make an  award to a  former  employee,  or to the  former
         employee's estate, in such amount as the Company may deem appropriate.

         Participation   in  the  plan  terminates  on  the  date  the  employee
         terminates   employment   with  the  Company,   whether   voluntary  or
         involuntary.

VI.      TARGET POOL FUNDING

         At the  beginning of the Plan Year a management  incentive  target pool
         will  be   established   for  each   Corporate   staff   function   and
         organizational  unit. Several factors are considered in determining the
         size of each target pool. These include:  the number of key managers to
         be incentivized;  the target award level assigned to each manager;  and
         the EBITDA and/or AOP objective of the company or unit. The target pool
         when  established  should be equal to the sum of the target  awards for
         all participants plus the portion earmarked for key contributor awards.

         A key  contributor  pool may be established as part of the total target
         award pool to recognize the performance of other managers and employees
         who are not  specifically  designated  as  participants  with a  target
         preestablished at the beginning of the year. Key contributors are those
         select   employees   who  stand  out  as  having  made  a   significant
         contribution  to the  overall  performance  of the unit during the Plan
         Year.

         As a  general  rule,  the sum of the  individual  target  pools for all
         incentive plans within a Corporate staff function or a SBU or major P&L
         center will not exceed twelve percent of the group AOP  objective.  The
         CEO will approve the amount to be  apportioned  to each of the unit MIP
         target pools. At year end the actual award pool will be adjusted upward
         or downward  proportionate  to the achievement  level of the company or
         operating  unit  against  budgeted  EBITDA  and/or  AOP and  other  key
         operational objectives.

VII.     TARGET AWARDS

         At the  beginning  of the Plan Year, a target  award,  expressed in the
         form of a dollar amount, will be established for each participant based
         on the  employee's  position  level and degree of impact on the overall
         results of the organizational  unit. Target awards will typically range
         from 5% to 25% (in 5% increments) of the participant's  base salary, or
         target  may be  expressed  in  dollar  amount  ($100  increments).  For
         employees  who are not  employed for the entire plan year due to death,
         disability,  retirement  or being a new hire the  Target  Award will be
         prorated  based upon the number of months  employed by the Company as a
         percentage of the full Plan Year. Target awards at or above 30% of base
         salary require CEO approval subject to the provisions of Section V.

VIII.    ESTABLISHMENT OF COMPANY OBJECTIVES

         At the  beginning  of  the  Plan  Year  an  EBITDA  objective  will  be
         established and will account for 50% of the individual target bonus.

IX.      ESTABLISHMENT OF ORGANIZATIONAL UNIT OBJECTIVES

         At the beginning of the Plan Year an AOP objective will be set for each
         organizational unit along with key operational performance objectives.

         The AOP  objective,  for  purposes  of the  plan,  should  be set at an
         achievement  probability of  approximately  80%. At this level an above
         average  performance from the management team will be required in order
         to achieve the objective.

         The SBU or major P&L center will have a financial  weighting of 60% and
         individual performance will have a weighting of 40%.

         The operational  performance  objectives should address the four to six
         key areas of performance that are critically important to the continued
         success of the organizational unit. The objectives must be quantitative
         in nature to permit an accurate and objective measurement of the degree
         to which they were  achieved.  Categories  to consider for  operational
         objectives include, but are not limited to, the following:  quality and
         process  improvement;  overhead  efficiency;  direct labor utilization;
         business expansion; award fee evaluations; and safety performance.

         A  weighting  factor  is  placed  on  both  the AOP  objective  and the
         operational objectives.  The weightings should help focus management on
         the areas of  performance  that most need to be  emphasized  during the
         Plan Year.  The AOP  objective  will  typically  be  weighted at 60% or
         higher. However, in some organizational units the financial performance
         may not be subject to much risk,  nor can it be greatly  influenced  by
         management.  In this  case,  a higher  weighting  may be  placed on the
         operational objectives.

X.       ESTABLISHMENT AND MEASUREMENT OF INDIVIDUAL PERFORMANCE
         OBJECTIVES

         At the  beginning of each Plan Year,  specific  individual  performance
         objectives  will be  established  and  confirmed  in  writing  for each
         participant. At year end, the individual's performance will be measured
         in relation to these preestablished objectives to produce an individual
         performance achievement level.

         Individual  performance  objectives should be established  according to
the following guidelines:

         1. Each MIP participant  will have six to eight written  objectives
            that have been jointly agreed to by the participant and his or her
            supervisor.

        2.  Performance  objectives  should be aligned with company and/or
            SBU objectives established and communicated by the CEO as well
            as  objectives  established  for the  participant's  immediate
            organization.  Objectives covering each of the following areas
            will  typically be included in the  objectives  established by
            each line executive:

            o        Financial and operational performance
            o        Human resources management
            o        Quality and process improvement
            o        Business development
            o        Customer satisfaction

        3.  Objectives  will be both  quantitative  and  qualitative in
            nature and will include non financial as well as appropriate
            appropriate financial related goals.

        4.  Objectives will be highly measurable.

        5.  Objectives   will   have   performance   criteria   thoroughly
            established in advance to enable  individuals to monitor their
            own  performance  in  relation  to  their  objectives,  and to
            provide an objective measurement at year-end.

        6.  Up to 1/2 of the individual performance assessment may be
            discretionary.

         At the conclusion of the Plan Year, the  participant's  achievements in
         relation to each  objective  will be  evaluated,  with a rating of 100%
         indicating that the individual fully met the objective.  The scores are
         then totaled to yield an overall individual performance percentage.

XI.      AWARD POOL DETERMINATION

         The  actual  award  pool  that  is  authorized  for   distribution   to
         participants  within an organizational  unit is determined by measuring
         the achievement level of the  preestablished  EBITDA and/or AOP and key
         operational objectives.

         The EBITDA and/or AOP  achievement  level is calculated by dividing the
         actual EBITDA and/or AOP, by the EBITDA and/or AOP target objective.

         Each of the operational objectives are evaluated and scored and equated
         to  a  preestablished   target   achievement  level.  The  sum  of  the
         achievement  level  percentages for the operational  objectives is then
         multiplied by a  predetermined  weighting  factor.  The AOP achievement
         level percentage is likewise weighted. The two weighted scores are then
         added together and the resulting  Organizational  Unit Award percentage
         is applied to the target pool to derive the actual award pool.

         The size of the actual award pool at Corporate  will be based solely on
         the EBITDA achievement level of the company overall.

         A  threshold  achievement  level  of 75% of the  target  AOP or  EBITDA
         objective  is required in order for formula  awards to be made within a
         unit or a company level. The CEO approval may on a discretionary  basis
         authorize  the  payment  of  awards  where  unusual  or   extraordinary
         circumstances contributed to the below threshold performance. The award
         for any participant may range from 0 to 150% of the established  target
         amount.

         The CEO reserves the right to adjust the size of the actual award pools
         at the unit level to reflect  extraordinary  or unusual  circumstances.
         However,  the sum total of such  adjustments  cannot  exceed the amount
         that would have  otherwise  been  awarded  within the SBU  through  the
         formula calculation without CEO approval.

XII.     INDIVIDUAL AWARD DETERMINATION

         The determination of individual awards is carried out in three steps.

         First,  the  target  award for each  individual  is  multiplied  by the
         Company or Organizational Unit Award percentage.  This step spreads the
         performance results  proportionately across all participants to produce
         an Adjusted Target Award.

         Second,  the degree to which the  participant  achieved each of his/her
         individual   objectives  is  evaluated  and  scored.   The  achievement
         percentages  for each objective are then totaled to produce a composite
         individual  performance factor. This factor is then applied against the
         adjusted target award from step one to yield a formula award.

         Third,  if the sum of the  individual  formula  awards are less than or
         greater than the authorized award pool, a uniform prorata adjustment is
         applied against the individual  formula  awards.  The maximum award for
         any participant will be 150% of the established target amount.

         Awards  to key  contributors  are  set at the  discretion  of the  unit
         managers.   The  key   contributor   pool  is   factored  by  the  same
         organizational unit award percentage to derive the payout pool.

         The  following  table  summarizes  the  weighting  of each of the three
performance measurement components:

                                  TABLE 1
              Weighting of Performance Measurement Components

                        PERFORMANCE MEASUREMENT &
                        ORGANIZATIONAL WEIGHTING

                      Company          Organizational
                     Financial        Unit's Financial         Individual
   MIP PARTICIPANT  Performance         Performance            Performance

   Corporate Staff
    Executives         50%                                        50%

   SBU & Major
   P&L Executives                            60%                  40%

XIII.    ADMINISTRATION

         Individual  awards  will be  consolidated  and the  actual  award  pool
         recommended  for  allocation to  participants  will be submitted to the
         Corporate  Vice  President  Human  Resources  by the end of January for
         approval by the CEO.

         Payments will be made in cash as soon as practical after the conclusion
         of the Plan Year, typically early to mid March.

         Any  exceptions  to the plan must be  approved  by the CEO and the Vice
         President-Human  Resources.  Nothing in the plan or in any action taken
         hereunder shall affect the Company's right to terminate at any time and
         for any reason the  employment of any employee who is a participant  in
         the plan.

XIV.     SAMPLE AWARD CALCULATION

         The example on the attached pages  illustrates  how the Plan formula is
         applied to calculate  the incentive  award for a  operational  or staff
         participant.

         ASSUMPTIONS:

              o   Target Pool                          $250,000

              o   Manager's Target Award              $   8,000

              o   Manager's Individual Performance Factor             103%

              o   EBITDA and/or AOP Objective            $5.0M

              o   EBITDA and/or AOP Weighting                          60%

              o   Key Operational Objectives Weighting                 40%

              o   Actual EBITDA and/or AOP               $4.8M

              o   Actual Key Operational Objectives                    84%
                  Composite Average

DETERMINATION OF AWARD POOL:

Actual EBITDA        divided   EBITDA and/or                 EBITDA and/or AOP
 and/or AOP            by      AOP Objective      =          Achievement Level


  $4.8M              divided     $5.0M            =                   96%
                       by

EBITDA and/or                                                EBITDA and/or
AOP Achieve Level     x        Weighting          =         AOP Percentage

   96%                x            60%            =                57.6%


Key Operational
Objectives Composite                                         Key Operational
   Average            x        Weighting          =        Objectives Percentage

  84%                 x            40%            =                33.6%


EBITDA and/or                 Key Operating                Organizational Unit
AOP Percentage        +       Obj. Percentage     =        Award Percentage

  57.6%               +           33.6%           =                91.2%


                              Organizational Unit
Target Pool           x        Award Percentage   =        Actual Award Pool

$250,000              x                91.2%      =                $228,000


DETERMINATION OF INDIVIDUAL AWARDS:

                              Organizational Unit             Adjusted
Target Award          x        Award Percentage   =        Target Award

  $8,000              x                91.2%      =            $7,296


Adjusted                        Individual
Target Award          x        Performance Factor =        Formula Award

  $7,296              x                103%       =           $7,515



PRORATA ADJUSTMENT                                =            102%

FINAL AWARD                                       =           $7,666