Exhibit 10.4  AMENDMENT TO PARTNERSHIP AGREEMENT OF LAUREL TECHNOLOGIES PARTNERSHIP   THIS
AMENDMENT TO PARTNERSHIP AGREEMENT (Amendment) dated as of August 3, 1999, by
and between LAUREL TECHNOLOGIES, INC., now known as SUNBURST MANAGEMENT, INC.,
a Pennsylvania corporation (Laurel) and DRS SYSTEMS MANAGEMENT CORPORATION, a
Delaware corporation (DRS).  RECITALS  A.            By way of a Partnership Agreement (Partnership
Agreement) dated as of December 13, 1993, Laurel and DRS formed a Partnership
for the Business and related activities necessary and appropriate to effect the
Business.  B.            Pursuant to the Partnership Agreement, as of this date
the Partnership Percentage Interest of DRS is 80% and the Partnership
Percentage Interest of Laurel is 20%.  C.            The Partners seek to maximize the use and capacity of
their facilities by undertaking activities and programs the income from which
would not be allocated in accordance with the Partnership Percentage Interests.  D.            In order to expand their respective opportunities, Laurel
and DRS wish to set forth their respective rights and obligations with respect
to activities that would not be subject to the Partnership Percentage Interests
set forth in the Partnership Agreement.  NOW, THEREFORE, in consideration of the mutual
covenants set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Laurel and DRS agree
as follows:  ARTICLE I  DEFINITIONS  1.1           All capitalized terms not
specifically defined in this Amendment shall have the meanings set forth in the
Partnership Agreement.  1.2           When used in this Amendment, the
following terms will have the meaning set forth below:  (a)           Allocable Indirect Costs shall mean
(i) unallowable costs as currently defined by the Federal Acquisition
Regulations and in accordance with the Partnerships usual methodology and (ii)
inter-company interest (if any).  DRS   1


Management Fees, Laurel Management Fees and royalties
are not Allocable Indirect Costs.  (b)           Cost shall mean the sum of labor,
material and other costs directly attributable to a program plus overhead and
general and administrative costs allocated to such program in accordance with
the Partnerships usual methodology which complies with GAAP and FAR.  (b)           DRS Affiliate shall mean (i) any
firm, partnership, corporation, trustee or other entity that directly or
indirectly through one or more intermediaries controls or is controlled by or
is under common control with DRS, excluding, however, the Partnership or any of
its subsidiaries or controlled entities.  (c)           DRS Allocated Programs shall have
the meaning set forth in paragraph 2.1.  (d)           DRS
Requested Programs shall have the meaning set forth in paragraph 2.2.  (e)           Indirect
Costs shall mean unallowable costs, interest expense (if any), DRS management
fees, Laurel management fees, royalties, and inter-company interest.  (f)            Net
Income shall mean Operating Income minus Indirect Costs.  (g)           New
Partnership Program shall mean any new program that is acquired through the
marketing efforts of the Partnership or DRS or a DRS Affiliate with the intent
that the Partnership would perform the services.  (h)           Operating
Income shall mean the revenue from a program minus Cost associated with such
program and minus Allocable Indirect Costs.  (i)          Partnership Program shall mean all
production programs obtained through the marketing efforts of the management of
the Partnership.  All non-intercompany
production programs currently being undertaken by the Partnership as of the
date of this Amendment will be considered Partnership Programs.  Examples of such Partnership Programs are set
forth in Exhibit A.  ARTICLE
II  PRODUCTION PROGRAMS  2.1           DRS
Allocated Programs  2.1.1        Should DRS desire that the Partnership
undertake any new program to be performed by the Partnership (a) that is
obtained solely through the marketing efforts of DRS or a DRS Affiliate and (b)
that is not a Partnership Program or   2


a New Partnership
Program (a DRS Allocated Program), DRS shall submit a written notice (a
Notice) to Laurel of its desire to do so at least seven (7) days prior to
causing the Partnership to commence work on such program, which Notice shall be
sufficiently detailed to describe the proposed program and the marketing
efforts which led to such proposed program. 
If, within seven (7) days after receipt of a Notice, Laurel does not
deliver a written objection, which objection shall be limited to the
designation of such program as a DRS Allocated Program (an Objection), it
shall be so designated.  If, however,
Laurel delivers a timely Objection to the designation of the program as a DRS
Allocated Program, DRS, at its sole option, may (1) designate the program as a
New Partnership Program to be completed by the Partnership, (2) determine that
the program will not be undertaken by the Partnership or (3) refer the matter
for dispute resolution as set forth in Section 4.3 of this Amendment; provided,
however, that the Partnership shall not undertake the program pending
resolution of the dispute.  2.1.2All Operating Income from a DRS Allocated Program
shall be paid to DRS.  2.2           DRS Requested Programs  2.2.1        Should DRS desire that the Partnership
use its excess capacity not otherwise needed to complete Partnership Programs
or New Partnership Programs to subcontract to perform projects for programs not
part of the Business (DRS Requested Programs), DRS shall submit a Notice to
Laurel of its desire to do so at least seven (7) days prior to causing the
Partnership to commence work on the program. 
If, within seven (7) days after receipt of a Notice, Laurel does not
deliver a written objection, which objection shall be limited to the designation
of such program as a DRS Requested Program (an Objection), it shall be so
designated.  If, however, Laurel delivers
a timely Objection to the designation of the program as a DRS Requested
Program, DRS, at its sole option, may (1) designate the program as a New
Partnership Program to be completed by the Partnership, (2) determine that the
program will not be undertaken by the Partnership, or (3) refer the matter for
dispute resolution as set forth in Section 4.3 of this Amendment; provided,
however, that the Partnership shall not undertake the program pending
resolution of the dispute.  2.2.2        The price charged by the Partnership to
the customer for DRS Requested Programs shall be Cost plus Allocable Indirect
Costs.  ARTICLE III  ALLOCATION
OF COSTS  3.1           Allocable Indirect Costs shall be
allocated to DRS Allocated Programs and DRS Requested Programs on the same
basis that allowable general and administrative costs is allocated.   3


ARTICLE
IV  MISCELLANEOUS  4.1           Effectiveness
of Partnership Agreement.  Other than
as specifically set forth in this Amendment, all of the terms and conditions of
the Partnership Agreement shall remain in full force and effect.  4.2           Consistency.  Procedures for accounting for direct and
indirect costs incurred in connection with Partnership Programs, New
Partnership Programs, DRS Requested Programs and DRS Allocated Programs shall
be consistent.  4.3           Resolution
of Disputes.  All disputes between
the Partners arising out of, or relating to, the interpretation or performance
pursuant to the terms of this Amendment, or any breach thereof, shall be
resolved in accordance with the provisions of Article 9 of the Partnership
Agreement.  4.4           Amendment.  This Amendment may not be amended, altered or
modified except by written instrument, signed by all parties.  4.5           Headings.  All headings herein are inserted only for
convenience and ease of reference and are not to be considered in the
construction or interpretation of any provision of this Amendment.  4.6           Complete
Agreement.  This Amendment and the
Partnership Agreement constitute the complete and exclusive statement of the
agreement between the Partners with respect to the subject matter hereof, and
replaces and supersedes all prior agreements by and among the Partners.  This Amendment supersedes any and all prior
written or oral statements and no representation, statement, or condition or
warranty not contained in this Amendment or the Partnership Agreement shall be
binding on the Partners or have any force or effect whatsoever.  Except as specifically modified herein, all
of the terms and conditions contained in the Partnership Agreement shall remain
in full force and effect.  4.7           Additional
Documents and Acts.  In connection
with this Amendment, as well as all transactions contemplated by this
Amendment, each Partner agrees to execute and deliver such additional documents
and instruments and to perform such additional acts as may be reasonably
necessary or appropriate to effectuate, carry out and perform all of the terms,
provisions and conditions of this Amendment, and all such transactions.  4.8           Binding
Effect.  This Amendment shall be
binding upon and inure to the benefit of the Partners, and their respective
distributees, successors and permitted assigns.   4


4.9           Counterparts.  This Amendment may be executed in a number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same document.  IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first written above.   DRS SYSTEMS MANAGEMENT CORPORATIONBy:
  /s/ Paul G.
  CasnerPrint name:
  Paul G. Casner,
  Jr.Print Title:
  PresidentSUNBURST MANAGEMENT, INC.By:
  /s/ Kim KunklePrint Name:
  Kim KunklePrint Title:
  President    5


Exhibit
A (Partnership
Programs)      1.Northrop Grumman J-STARS 2.Lockheed Martin Q-70 3.Lockheed Martin JECCS 4.United Defense 
Bradley 
BFIST  M88 
FSCATT 
Grizzly 
Crusader 5.Condor Systems 6.Lockheed Martin  Manassas 7.Boeing 8.National Oceanic Atmospheric Administration 9.Northrop Grumman Baltimore   6