DYNCORP 1995 STOCK OPTION PLAN
                                          (Effective July 1, 1995)

1.       PURPOSE OF PLAN

         (a) The Board of  Directors of DynCorp  hereby  adopts the DynCorp 1995
Stock Option Plan as of the effective date specified above to provide a means to
encourage  exceptional  performance  by key members of the company's  management
team,  and to provide a mechanism for use in  furtherance  of the DynCorp Equity
Target  Ownership  Plan ("ETOP") which has been adopted  concurrently  with this
Plan.

         (b) Equity  ownership of DynCorp  common stock ("Stock" or "Shares") by
key members of management is considered by the Board to be an important  element
in  securing  superior  performance  by  management  on  behalf  of  all  of the
stockholders.  While management compensation is important,  equity participation
and  equity  ownership  provide  additional   valuable   incentives  to  achieve
outstanding management performance which translates into enhanced share value.

         (c)  Under  the  Plan,  the  Compensation  Committee  of the  Board  of
Directors (the "Committee" ) is authorized to approve periodic grants of options
to acquire Stock to key members of the management  organizations  of the company
and its various  wholly owned  subsidiaries,  divisions and  strategic  business
units  (the  "Company").  All  grants  under  this Plan  shall be made in strict
accordance with the terms of the Plan.

2.       NAME AND TERM OF THE PLAN

         The name of the Plan  shall be the  "DynCorp  1995 Stock  Option  Plan"
which  shall be  referred  to herein as the  "Plan".  The term of the Plan shall
commence as of the effective date and continue through a date which is seven (7)
years from the date of the last grant of options under the Plan; provided,  that
all options must be granted  under the Plan by June 30, 2000.  The Plan has been
initially  adopted as a so-called  "non-qualified  stock option  plan".  See tax
discussion below.

3.       ADMINISTRATION OF THE PLAN

         The Plan shall be  administered  by the Committee  which shall have the
sole  authority in its complete  discretion  to interpret the Plan and carry out
its intent and  purpose.  The  Committee  shall also have the right from time to
time to amend the Plan. See miscellaneous provisions below.

4.       ELIGIBILITY - PARTICIPATION UNDER THE PLAN

         (a) All full-time  employees of the Company who are participants  under
any Company-sponsored  bonus or incentive  compensation plan, all members of the
Board of Directors,  and other  employees as approved by the Committee  shall be
eligible to become  participants  under the Plan;  provided,  however,  that the
granting of options  under the Plan shall be within the sole  discretion  of the
Committee.  In approving the granting of options under this Plan,  the Committee
shall act on recommendations of the DynCorp Chief Executive Officer who shall in
turn  act  on  recommendations  of the  Company's  Sector  Presidents.  Specific
recommendations  by the Sector Presidents shall be reviewed by the CEO who shall
forward   such   recommendations   as  he  deems   appropriate   together   with
recommendations  for awards to  non-operating  participants to the Committee for
approval.

         (b)      In the  granting of options under the Plan, consideration may
         be given to the following factors:

               The obligations of the proposed optionee under the ETOP;
               The  ability  of the  proposed  optionee  to  have a  significant
               positive  impact on the  Company's  business  success and
               improved Stock value;

               The  potential  for the  proposed  optionee  to accept  increased
               responsibility   within  the   Company;   The  need  to  offer  a
               competitive  compensation and benefit package in order to attract
               and retain qualified and highly motivated key personnel; and
               Performance and results

5.       SHARES AUTHORIZED FOR ISSUANCE

         A total of 1,250,000  shares of DynCorp  Common Stock,  par value $0.10
per share, shall be authorized for issuance under the Plan. When issued upon the
valid  exercise of options  granted  under the Plan,  such Shares shall be fully
paid,  non-assessable  shares of DynCorp's  common  stock.  Options shall not be
granted  for more  than the  total  number of  Shares  authorized  for  issuance
hereunder  from time to time;  provided,  that Shares  represented  by forfeited
options will be considered authorized again for issuance hereunder.

6.       MAKING OF GRANTS - PRICE

         (a) Grants of options  under the Plan shall be made only in writing and
shall only be valid if signed by the  President or any Senior Vice  President of
DynCorp.  Recipients  of grants  shall be entitled to receive same only upon the
execution of an  Optionee's  Agreement in the form  appended as  Attachment A to
this Plan,  under which the  optionee  will agree to hold and  exercise  options
hereunder in accordance  with the Plan.  Among other things,  the Agreement will
provide that upon termination of employment for certain reasons, all unexercised
options will be forfeited.

         (b)      Grants will be made in the following way, and in accordance
         with the following guidelines:

               Grants will be made only in increments of 100 Shares;
               All grants  will be subject to the  vesting  requirements  of the
               Plan described below; The exercise price contained in all options
               issued under the Plan shall be no less than the
               most recently determined fair market value of the Stock as of the
               date of grant as determined in connection with trading on the
               DynCorp Internal Stock Market (the "Market Price");

               Grants will be non-transferable  except as specifically  provided
               and permitted under the Plan,and shall be exercisable only during
               the specified term of the Plan;
               Grants may be made without  conditions (other than the execution
               of the Optionee's Agreement) or with conditions approved by the
               Committee -- such as a condition that the proposed optionee
               acquire additional Shares in the DynCorp Internal Stock Market
               ("Internal Market"); and Grants of options under the Plan may
               also be made conditional upon a proposed optionee becoming an
               employee of the Company.

7.       VESTING OF OPTIONS

         (a) Options  issued under the Plan may be exercised only when the right
to  exercise  vests  under the Plan  terms,  and only then to the  extent of the
vesting  percentage.  The right to exercise options granted under the Plan shall
vest  proportionately over a period of five (5) years following the grant of the
option at the annual  rate of 20% of the options  granted.  For  example,  if an
optionee  receives  the grant of an option to purchase  1,000 Shares on June 30,
1995, he or she could exercise the option to the extent of 200 Shares after June
30, 1996,  and to the extent of an additional  200 Shares after each  successive
June 30th through June 30, 2000.

         (b) Options  which are not  exercised  within  seven (7) years from the
date of grant shall expire,  and the optionee  shall have no further rights with
respect to such options under the Plan or otherwise.

         (c) The  Committee  shall have the  authority  under this Plan to grant
options hereunder that are subject to special  performance  vesting  provisions.
For  example,  notwithstanding  the fact  that  options  hereunder  are  vested,
exercise may be  conditioned  upon any of the following  additional  performance
criteria:

              The achievement of a specified stock price; or
              The  achievement of a specified  percentage  stock price increase
              over the option price--e.g.,  vested options can only be exercised
              in the  event the  price as of the  exercise  date is at least 25%
              higher than the grant price.

         Moreover,  the  Committee  shall have the  authority  to grant  special
vesting  period  reductions,  contingent  on  the  Company's  achievement  of  a
specified  stock price or  percentage  of  increase  over the grant  price.  For
example,  options might be granted with the understanding  that in the event the
stock price rose to some  specified  price per share for at least two  quarters,
all of some portion of unvested options should immediately vest.

8.       MECHANICS FOR EXERCISING OPTIONS

         An optionee  may  exercise a vested  option by sending a completed  and
signed  Optionee  Exercise  Form  (as  prescribed  by  DynCorp)  to the  DynCorp
Corporate Secretary together with his or her personal check in the amount of the
exercise  price  times  the  number  of  vested-option  Shares  that  are  being
purchased. The Corporate Secretary will either cause the Company to issue Shares
in the name of the optionee for each option  exercised or will cause such Shares
to be  purchased in the Internal  Market and  recorded on the  optionee's  Stock
account within 10 days following the next scheduled  Internal  Market trade day.
Under the terms of the Optionee Agreement, the optionee will specify whether the
Company  shall  withhold  taxes as required upon the exercise of the option from
the optionee's compensation, whether the optionee shall pay such required amount
in cash, or whether such withholding shall be satisfied in Shares (at the market
value). See discussion below concerning taxation.

9.       FORFEITURE OF CERTAIN UNEXERCISED OPTIONS - SHORTENING OF OPTION PERIOD

         The right to exercise  vested  options,  and all  interests in unvested
options,  shall terminate and be forfeited in the event an optionee's employment
is terminated for any reason except  retirement,  death or disability;  provided
that the  Committee in its sole  discretion  may permit a terminated  optionee a
period of no more than 30 days after  termination of employment  within which to
exercise  previously  vested options.  In the event of the death of an optionee,
all unvested options shall immediately  become vested,  and his or her estate or
legal  representative  shall be entitled to exercise  any  unexercised  options;
provided,  that such exercise must be made prior to the earliest to occur of the
expiration date of such options,  or the 180th day after the optionee's death. A
disabled  optionee may  exercise  all options  which are vested as of his or her
termination  date;  provided  such  exercise  is made  within  the  same  period
described in the immediately  preceding sentence.  In the event of an optionee's
retirement at age 65 or older, all options shall immediately  become vested, and
the optionee shall have a period of 360 days from his or her retirement  date in
which to  exercise  such  options.  All  other  optionees  who  retire  prior to
achieving  the age of 65 years shall be entitled  for a period of 180 days after
retirement  to  exercise  those  options  which  were  vested  as of  his or her
retirement  date. All Shares obtained  pursuant to the exercise of options under
these circumstances following termination of employment due to death, disability
or  retirement  shall be  subject  to the  Company's  right of first  refusal to
purchase  such  Shares at the  prevailing  Market  Price,  which  right shall be
exercised  by the Company in  accordance  with the  procedures  set forth in the
Optionee Agreement.

10.      TAX INFORMATION

         Although  the  Company  is not in a  position  to offer  tax  advice to
optionees or  participants  in the Plan  regarding the tax  consequences  of the
Plan,  the  Company  believes  that  there  will be no tax  consequences  to the
optionee upon the granting of options  under the Plan or upon vesting.  However,
upon the exercise of options (other than exercises coupled with a deferral under
the Section immediately preceding),  the optionee will become liable for federal
and state income tax on the excess of fair market value of the option  exercised
in the year of exercise over the exercise price.  Moreover,  the Company will be
required to withhold from the optionee's  compensation  an amount  sufficient to
comply with applicable  federal and state  withholding  statutes.  DynCorp will,
however,  permit optionees to satisfy  withholding  requirements,  to the extent
permitted by law,  through the  transfer to the Company of Shares  having a fair
market value equal to the  withholding  requirement.  It is intended  that those
optionees  who elect to defer  receipt of Shares  upon the  exercise  of options
under the Plan will not incur  income until the  deferral  terminates,  in which
event income will be incurred in the year of deferral termination. Upon the sale
of Shares obtained through exercise of options under the Plan, the optionee will
also be required to pay capital gains taxes on the  difference  between the fair
market  value of the Shares on the  option  exercise  date and any  higher  fair
market value on the date of sale.

11.      CONVERSION OF PLAN TO INCENTIVE STOCK OPTION PLAN

         The Board has  reserved  the  right,  at its  option,  to take steps to
convert the Plan from a  non-qualified  stock option plan to an incentive  stock
option  (ISO)  plan  under  Section  421  of the  Internal  Revenue  Code.  Such
conversion  shall only effect options  granted under the Plan  subsequent to the
date of  conversion.  However,  DynCorp  may elect to permit  optionees  holding
unexercised non-qualified stock options under this Plan to exchange such options
for ISOs subject to rules and procedures that the Committee shall establish. The
effect of substituting  ISOs for  non-qualified  options under this plan will be
the  elimination  of taxation  upon the  exercise of grants and the  deferral of
taxation until the actual sale of Shares obtained upon the exercise of ISOs.

12.      MISCELLANEOUS PROVISIONS

         (a) The  granting of an option shall impose no obligation upon the
optionee to exercise such option.

         (b) Options shall not be transferable other than by will or by the laws
of  descent  and  distribution  and  during  an  optionee's  lifetime  shall  be
exercisable only by such optionee.

         (c) The  aggregate  number of Shares  available  for options  under the
Plan,  the Shares  subject to any  option,  and the price per share shall all be
proportionately  adjusted  for any  increase or decrease in the number of issued
Shares  subsequent  to the  effective  date of the  Plan  resulting  from  (1) a
subdivision or consolidation of Shares or any other capital adjustment,  (2) the
payment of a Stock  dividend.  If DynCorp shall be the surviving  corporation in
any merger or consolidation,  any option shall pertain, apply, and relate to the
securities to which a holder of the number of Shares subject to the option would
have been  entitled  after the  merger or  consolidation.  Upon  dissolution  or
liquidation of DynCorp,  or upon a merger or  consolidation  in which DynCorp is
not the surviving  corporation,  this Plan or an identical  successor plan shall
continue in force,  or, should such  successor  plan not be adopted or this Plan
continued,  all options  outstanding  under the Plan shall  immediately vest and
each  optionee  (and each other  person  entitled  under the Plan to exercise an
option)  shall  have  the  right,  immediately  prior  to  such  dissolution  or
liquidation,  or such  merger or  consolidation,  to  exercise  such  optionee's
options  in whole or in part,  but only to the  extent  that  such  options  are
otherwise  exercisable under the terms of the Plan. Upon the consummation of any
such dissolution, liquidation, merger, or consolidation, all unexercised options
shall terminate.

         (d) The Board or Committee,  by resolution,  may terminate,  amend,  or
revise the Plan with  respect to any  Shares as to which  options  have not been
granted.  Neither the Board nor the  Committee  may,  without the consent of the
holder of an option,  alter or impair any option  previously  granted  under the
Plan,  except as authorized  herein.  Unless sooner  terminated,  the Plan shall
remain in effect  for a period  of five (5)  years  from the date of the  Plan's
adoption  by the  Board.  Termination  of the Plan  shall not  affect any option
previously granted.

         (e) As a condition to the exercise of any portion of an option, DynCorp
may require the person  exercising  such option to represent  and warrant at the
time of such  exercise that any Shares  acquired at exercise are being  acquired
only for investment and without any present intention to sell or distribute such
Shares,  if, in the opinion of counsel for  DynCorp,  such a  representation  is
required  under  the  Securities  Act of  1933  or  any  other  applicable  law,
regulation, or rule of any governmental agency.

         (f) DynCorp,  during the term of this Plan,  will at all times  reserve
and keep  available,  and will seek or obtain  from any  regulatory  body having
jurisdiction any requisite  authority necessary to issue and to sell, the number
of Shares that shall be sufficient to satisfy the requirements of this Plan. The
inability of DynCorp to obtain from any regulatory body having  jurisdiction the
authority  deemed  necessary by counsel for DynCorp for the lawful  issuance and
sale of its Stock  hereunder  shall  relieve  the  Company of any  liability  in
respect  of the  failure  to issue  or sell  Stock  as to  which  the  requisite
authority has not been obtained.

         (g) The plan shall be become effective as of the effective date
upon approval by the DynCorp Board of Directors.