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                                                                   Exhibit 10.22



                         DYNAMICS RESEARCH CORPORATION
                              2003 INCENTIVE PLAN

1. ADMINISTRATION

     Subject to the express provisions of the Plan, the Administrator has the
authority to interpret the Plan; determine eligibility for and grant Awards;
determine, modify or waive the terms and conditions of any Award; prescribe
forms, rules and procedures (which it may modify or waive); and otherwise do all
things necessary to implement the Plan. Once an Award has been communicated in
writing to a Participant, the Administrator may not, without the Participant's
consent, alter the terms of the Award so as to affect adversely the
Participant's rights under the Award, unless the Administrator expressly
reserved the right to do so in writing at the time of such communication. In the
case of any Award intended to be eligible for the performance-based compensation
exception under Section 162(m), the Administrator shall exercise its discretion
consistent with qualifying the Award for such exception.

2. LIMITS ON AWARD UNDER THE PLAN

     a.   Number of Shares. A maximum of 400,000 shares of Stock may be
delivered in satisfaction of Awards under the Plan. For purposes of the
preceding sentence, shares that have been forfeited in accordance with the
terms of the applicable Award and shares held back in satisfaction of the
exercise price or tax withholding requirements from shares that would otherwise
have been delivered pursuant to an Award shall not be considered to have been
delivered under the Plan. Also, the number of shares of Stock delivered under
an Award shall be determined net of any previously acquired Shares tendered by
the Participant in payment of the exercise price or of withholding taxes.

     b.   Type of Shares. Stock delivered by the Company under the Plan may be
authorized but unissued Stock or previously issued Stock acquired by the
Company and held in treasury. No fractional shares of Stock will be delivered
under the Plan.

     c.   Option and SAR Limits. The maximum number of shares of Stock for
which Stock Options may be granted to any person in any calendar year, the
maximum number of shares of Stock subject to SARs granted to any person in any
calendar year and the aggregate maximum number of shares of Stock subject to
other Awards that may be delivered (or the value of which may be paid) to any
person in any calendar year under the Plan shall each be 265,000. For purposes
of the preceding sentence, the repricing of a Stock Option or SAR shall be
treated as a new grant to the extent required under Section 162(m). Subject to
these limitations, each person eligible to participate in the Plan shall be
eligible in any year to receive Awards covering up to the full number of shares
of Stock then available for Awards under the Plan.

     d.   Other Award Limits. No more than $1,000,000 may be paid to any
individual with respect to any Cash Performance Award (other than an Award
expressed in terms of shares of Stock or units representing Stock, which shall
instead be subject to the limit set forth in Section 2.c. above). In applying
the dollar limitation of the preceding sentence: (A) multiple Cash Performance
Awards to the same individual that are determined by reference to performance
periods of one year or less ending


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          with or within the same fiscal year of the Company shall be subject in
          the aggregate to one limit of such amount, and (B) multiple Cash
          Performance Awards to the same individual that are determined by
          reference to one or more multi-year performance periods ending in the
          same fiscal year of the Company shall be subject in the aggregate to a
          separate limit of such amount.

3. ELIGIBILITY AND PARTICIPATION

     The Administrator will select Participants from among those key Employees,
directors and other individuals or entities providing services to the Company
or its Affiliates who, in the opinion of the Administrator, are in a position
to make a significant contribution to the success of the Company and its
Affiliates. Eligibility for ISOs is further limited to those individuals whose
employment status would qualify them for the tax treatment described in
Sections 421 and 422 of the Code.

4. RULES APPLICABLE TO AWARDS

     a. All Awards

          (1) Terms of Awards. The Administrator shall determine the terms of
          all Awards subject to the limitations provided herein.

          (2) Performance Criteria. Where rights under an Award depend in
          whole or in part on satisfaction of Performance Criteria, actions by
          the Company that have an effect, however material, on such Performance
          Criteria or on the likelihood that they will be satisfied will not be
          deemed an amendment or alteration of the Award.

          (3) Alternative Settlement. The Company may at any time extinguish
          rights under an Award in exchange for payment in cash, Stock (subject
          to the limitations of Section 2) or other property on such terms as
          the Administrator determines, provided the holder of the Award
          consents to such exchange.

          (4) Transferability Of Awards. Except as the Administrator otherwise
          expressly provides, Awards may not be transferred other than by will
          or by the laws of descent and distribution and during a Participant's
          lifetime an Award requiring exercise may be exercised only by the
          Participant (or in the event of the Participant's incapacity, the
          person or persons legally appointed to act on the Participant's
          behalf).

          (5) Vesting. Without limiting the generality of Section 1, the
          Administrator may determine the time or times at which an Award will
          vest (i.e., become free of forfeiture restrictions) or become
          exercisable and the terms on which an Award requiring exercise will
          remain exercisable. Unless the Administrator expressly provides
          otherwise:

               (A) immediately upon the cessation of the Participant's
               employment or other service relationship with the Company and its
               Affiliates, all Awards (other than Stock Options and SARs) held
               by the Participant (or by a permitted transferee under Section
               4.a.(4)) immediately prior to such cessation of employment or
               other service will be forfeited if not then vested and, where
               exercisability is relevant, will cease to be exercisable;

               (B) all Stock Options and SARs held by a Participant (or by a
               permitted transferee under Section 4.a.(4)) immediately prior to
               the Participant's death, to the extent then exercisable, will
               remain exercisable for the lesser of (i) the one-year period
               ending with the first anniversary of the Participant's death or
               (ii) the period ending on the latest date on which such Stock
               Option or SAR could have been exercised without regard to this
               Section 4.a.(5), and shall thereupon terminate;


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     (C)  except as provided in (D) below, all Stock Options and SARs held by a
     Participant (or by a permitted transferee under Section 4.a.(4))
     immediately prior to the cessation of the Participant's employment or other
     service relationship for reasons other than death, to the extent then
     exercisable, will remain exercisable for the lessor of (i) a period of
     three months or (ii) the period ending on the latest date on which such
     Stock Option or SAR could have been exercised without regard to this
     Section 4.a.(5), and shall thereupon terminate; and

     (D)  all Stock Options and SARs held by the Participant (or by a permitted
     transferee of the Participant under Section 4.a.(4)) whose cessation of
     employment or other service relationship is determined by the Administrator
     in its sole discretion to result from reasons which cast such discredit on
     the Participant so as to justify immediate termination of the Award shall
     immediately terminate upon such cessation.

     (E)  unless the Administrator expressly provides otherwise, a Participant's
     "employment or other service relationship with the Company and its
     Affiliates" will be deemed to have ceased, in the case of an employee
     Participant, upon termination of the Participant's employment with the
     Company and its Affiliates (whether or not the Participant continues in the
     service of the Company or its Affiliates in some capacity other than that
     of an employee of the Company or its Affiliates), and in the case of any
     other Participant, when the service relationship in respect of which the
     Award was granted terminates (whether or not the Participant continues in
     the service of the Company or its Affiliates in some other capacity).

(6)  Taxes. The Administrator will make such provision for the withholding of
taxes as it deems necessary. The Administrator may, but need not, hold back
shares of Stock from an Award or permit a Participant to tender previously
owned shares of Stock in satisfaction of tax withholding requirements. In no
event shall Stock be tendered or held back by the Company in excess of the
minimum amount required to be withheld for Federal, state, and local taxes.

(7)  Dividend Equivalents. The Administrator may provide for the payment of
amounts in lieu of cash dividends or other cash distributions with respect to
Stock subject to an Award if and in such manner as it deems appropriate.

(8)  Rights Limited. Nothing in the Plan shall be construed as giving any
person the right to continued employment or service with the Company or its
Affiliates, or any rights as a shareholder except as to shares of Stock
actually issued under the Plan. The loss of existing or potential profit in
Awards will not constitute an element of damages in the event of termination of
employment or service for any reason, even if the termination is in violation
of an obligation of the Company or Affiliate to the Participant.

(9)  Section 162(m). The Administrator in its discretion may grant Performance
Awards that are intended to qualify for the performance-based compensation
exception under Section 162(m) and Performance Awards that are not intended to
so qualify. In the case of an Award intended to be eligible for the
performance-based compensation exception under Section 162(m), the Plan and such
Award shall be construed to the maximum extent permitted by law in a manner
consistent with qualifying the Award for such exception. In the case of a
Performance Award intended to qualify as performance-based for the purposes of
Section 162(m), the Administrator shall pre-establish in writing one or more
specific Performance Criteria no later than 90 days after the commencement of
the period of service to which the performance relates (or at such earlier time
as is required to qualify the Award as performance-based under Section 162(m)).
Prior to payment of any Performance Award intended to

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        qualify as performance-based under Section 162(m), the Administrator
        shall certify whether the Performance Criteria have been attained, and
        such determination shall be final and conclusive. If the Performance
        Criteria with respect to any such Award are not attained, no other Award
        shall be provided in substitution of the Performance Award. The
        provisions of this Section 4.a.(9) shall be construed in a manner that
        is consistent with the regulations under Section 162(m).

     b. Awards Requiring Exercise

        (1) Time And Manner Of Exercise. Unless the Administrator expressly
        provides otherwise, (a) an Award requiring exercise by the holder will
        not be deemed to have been exercised until the Administrator receives a
        written notice of exercise (in form acceptable to the Administrator)
        signed by the appropriate person and accompanied by any payment required
        under the Award; and (b) if the Award is exercised by any person other
        than the Participant, the Administrator may require satisfactory
        evidence that the person exercising the Award has the right to do so.

        (2) Exercise Price. The Administrator shall determine the exercise price
        of each Stock Option; provided, that each Stock Option intended to
        qualify for the performance-based exception under Section 162(m) of the
        Code and each ISO must have an exercise price that is not less than the
        fair market value of the Stock subject to the Stock Option determined as
        of the date of grant. An ISO granted to an Employee described in Section
        422(b)(5) of the Code must have an exercise price that is not less than
        110% of such fair market value and must by its terms provide it is not
        exercisable after the expiration of five years from its date of grant.

        (3) Payment Of Exercise Price, If Any. Where the exercise of an Award is
        to be accompanied by payment, the Administrator may determine the
        required or permitted forms of payment, subject to the following: (a)
        all payments will be by cash or check acceptable to the Administrator,
        or, if so permitted by the Administrator (with the consent of the
        optionee of an ISO if permitted after the grant), (i) through the
        delivery of shares of Stock which have been outstanding for at least six
        months (unless the Administrator approves a shorter period) and which
        have a fair market value equal to the exercise price, (ii) by delivery
        of a promissory note of the person exercising the Award to the Company,
        payable on such terms as are specified by the Administrator, (iii) by
        delivery of an unconditional and irrevocable undertaking by a broker to
        deliver promptly to the Company sufficient funds to pay the exercise
        price, or (iv) by any combination of the foregoing permissible forms of
        payment; and (b) where shares of Stock issued under an Award are part of
        an original issue of shares, the Award shall require an exercise price
        equal to at least the par value of such shares.

     c. Awards Not Requiring Exercise

        Awards of Restricted Stock and Unrestricted Stock may be made in return
        for either (i) services determined by the Administrator to have a value
        not less than the par value of the Awarded shares of Stock, or (ii) cash
        or other property having a value not less than the par value of the
        Awarded shares of Stock plus such additional amounts (if any) as the
        Administrator may determine payable in such combination and type of
        cash, other property (of any kind) or services as the Administrator may
        determine.


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5.   EFFECT OF CERTAIN TRANSACTIONS

     a.   Mergers, etc.

          Immediately prior to a Covered Transaction (other than an Excluded
          Transaction in which the outstanding Awards have been assumed or
          substituted for as provided below), all outstanding Awards shall vest
          and, if relevant, become exercisable, all Performance Criteria and
          other conditions to any Award shall be deemed satisfied, and all
          deferrals measured by reference to or payable in shares of Stock shall
          be accelerated. Upon consummation of a Covered Transaction, all
          Awards then outstanding and requiring exercise or delivery shall
          terminate unless assumed by an acquiring or surviving entity or its
          affiliate as provided below.

          In the event of a Covered Transaction, the Administrator may provide
          for substitute or replacement Awards from, or the assumption of
          Awards by, the acquiring or surviving entity or its affiliates on
          such terms as the Administrator determines.

     b.   Changes In And Distributions With Respect To The Stock

          (1)  Basic Adjustment Provisions. In the event of a stock dividend,
          stock split or combination of shares, recapitalization or other change
          in the Company's capital structure, the Administrator will make
          appropriate adjustments to the maximum number of shares that may be
          delivered under the Plan under Section 2.a. and to the maximum share
          limits described in Section 2.c., and will also make appropriate
          adjustments to the number and kind of shares of stock or securities
          subject to Awards then outstanding or subsequently granted, any
          exercise prices relating to Awards and any other provision of Awards
          affected by such change.

          (2)  Certain Other Adjustments. The Administrator may also make
          adjustments of the type described in paragraph (1) above to take into
          account distributions to common stockholders other than those
          provided for in Section 5.a. and 5.b.(1), or any other event, if the
          Administrator determines that adjustments are appropriate to avoid
          distortion in the operation of the Plan and to preserve the value of
          Awards made hereunder; provided, that no such adjustment shall be
          made to the maximum share limits described in Section 2.c. or 2.d.,
          or otherwise to an Award intended to be eligible for the
          performance-based exception under Section 162(m), except to the
          extent consistent with that exception, nor shall any change be made
          to ISOs except to the extent consistent with their continued
          qualification under Section 422 of the Code.

          (3)  Continuing Application of Plan Terms. References in the Plan to
          shares of Stock shall be construed to include any stock or securities
          resulting from an adjustment pursuant to Section 5.b.(1) or 5.b.(2)
          above.

6.   LEGAL CONDITIONS ON DELIVERY OF STOCK

     The Company will not be obligated to deliver any shares of Stock pursuant
to the Plan or to remove any restriction from shares of Stock previously
delivered under the Plan until the Company's counsel has approved all legal
matters in connection with the issuance and delivery of such shares; if the
outstanding Stock is at the time of delivery listed on any stock exchange or
national market system, the shares to be delivered have been listed or
authorized to be listed on such exchange or system upon official notice of
issuance; and all conditions of the Award have been satisfied or waived. If the
sale of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the Award, such
representations or

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agreements as counsel for the Company may consider appropriate to avoid
violation of such Act. The Company may require that certificates evidencing
Stock issued under the Plan bear an appropriate legend reflecting any
restriction on transfer applicable to such Stock.

7.   AMENDMENT AND TERMINATION

     Subject to the second and third sentences of Section 1, the Administrator
may at any time or times amend the Plan or any outstanding Award for any purpose
which may at the time be permitted by law, or may at any time terminate the Plan
as to any further grants of Awards; provided, that (except to the extent
expressly required or permitted by the Plan) no such amendment will, without the
approval of the stockholders of the Company, effectuate a change for which
stockholder approval is required in order for the Plan to continue to qualify
under Section 422 of the Code and for Awards to be eligible for the
performance-based exception under Section 162(m).

8.   NON-LIMITATION OF THE COMPANY'S RIGHTS

     The existence of the Plan or the grant of any Award shall not in any way
affect the Company's right to Award a person bonuses or other compensation in
addition to Awards under the Plan.

9.   GOVERNING LAW

     The Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.

10.  DEFINED TERMS

     The following terms, when used in the Plan, shall have the meanings and be
subject to the provisions set forth below:

"Administrator": The Committee. With respect to ministerial tasks deemed
appropriate by the Committee, the term "Administrator" shall also include such
persons (including Employees) to whom the Committee shall have delegated such
tasks.

"Affiliate": Any corporation or other entity owning, directly or indirectly,
50% or more of the outstanding Stock of the Company, or in which the Company or
any such corporation or other entity owns, directly or indirectly, 50% of the
outstanding capital stock (determined by aggregate voting rights) or other
voting interests.

"Award": Any or a combination of the following:

     (i)       Stock Options.
     (ii)      SARs.
     (iii)     Restricted Stock.
     (iv)      Unrestricted Stock.
     (v)       Deferred Stock.
     (vi)      Cash Performance Awards.
     (viii)    Grants of cash, or loans, made in connection with other Awards in
               order to help defray in whole or in part the economic cost
               (including tax cost) of the Award to the Participant.

"Board": The Board of Directors of the Company.

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"Cash Performance Award": A Performance Award payable in cash. The right of the
Company under Section 4.a.(3) to extinguish an Award in exchange for cash or
the exercise by the Company of such right shall not make an Award otherwise not
payable in cash a Cash Performance Award.

"Code": The U.S. Internal Revenue Code of 1986 as from time to time amended and
in effect, or any successor statute as from time to time in effect.

"Committee": The Compensation Committee of the Board. In the case of Awards
granted to officers of the Company, the Committee shall be comprised solely of
two or more outside directors within the meaning of Section 162(m).

"Company": Dynamics Research Corporation.

"Covered Transaction": Any of (i) a consolidation or merger in which the
Company is not the surviving corporation or which results in any individual,
entity or "group" (within the meaning of section 13(d) of the Securities
Exchange Act of 1934) acquiring the beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) directly or indirectly of more
than 50% of either the then outstanding shares of common stock of the Company
or the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors, (ii) a sale or
transfer of all or substantially all the Company's assets, or (iii) a
dissolution or liquidation of the Company.

"Deferred Stock": A promise to deliver Stock or other securities in the future
on specified terms.

"Employee": Any person who is employed by the Company or an Affiliate.

"Excluded Transaction": A Covered Transaction in which (i) the shares of common
stock of the Company or the voting securities of the Company entitled to vote
generally in the election of directors are acquired directly from the Company;
or (ii) the shares of common stock of the Company or the voting securities of
the Company entitled to vote generally in the election of directors are
acquired by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company; or
(iii) (a) the beneficial owners of the outstanding shares of common stock of
the Company, and of the securities of the Company entitled to vote generally in
the election of directors, immediately prior to such transaction beneficially
own, directly or indirectly, in substantially the same proportions immediately
following such transaction more than 50% of the outstanding shares of common
stock and of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of the
corporation (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) resulting from
such transaction excluding such ownership as existed prior to the transaction
and (b) at least a majority of the members of the board of directors of the
corporation resulting from such transaction were members of the board of
directors at the time of the execution of the initial agreement, or of the
action of the Board, authorizing such transaction.

"ISO": A Stock Option intended to be an "incentive stock option" within the
meaning of Section 422 of the Code.

"Participant": An Employee, director or other person providing services to the
Company or its Affiliates who is granted an Award under the Plan.


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"Performance Award": An Award subject to Performance Criteria.

"Performance Criteria": Specified criteria the satisfaction of which is a
condition for the exercisability, vesting or full enjoyment of an Award. For
purposes of Performance Awards that are intended to qualify for the
performance-based compensation exception under Section 162(m), a Performance
Criterion shall mean an objectively determinable measure of performance relating
to any of the following (determined either on a consolidated basis or, as the
context permits, on a divisional, subsidiary, line of business, project,
contract or geographical basis or in combinations thereof): (i) sales; revenues;
assets; liabilities; costs; expenses; earnings before or after deduction for all
or any portion of interest, taxes, depreciation, amortization or other items,
whether or not on a continuing operations or an aggregate or per share basis;
return on equity, investment, capital or assets; one or more operating ratios;
borrowing levels, leverage ratios or credit rating; market share; capital
expenditures; cash flow; working capital requirements; stock price; stockholder
return; sales, contribution or gross margin, of particular products or services;
particular operating or financial ratios; customer acquisition, expansion and
retention; or any combination of the foregoing; or (ii) acquisitions and
divestitures (in whole or in part); joint ventures and strategic alliances;
spin-offs, split-ups and the like; reorganizations; recapitalizations,
restructurings, financings (issuance of debt or equity) and refinancings;
transactions that would constitute a change of control; or any combination of
the foregoing. A Performance Criterion measure and targets with respect thereto
determined by the Administrator need not be based upon an increase, a positive
or improved result or avoidance of loss.

"Plan": The Dynamics Research Corporation 2003 Incentive Plan as from time to
time amended and in effect.

"Restricted Stock": An Award of Stock subject to restrictions requiring that
such Stock be redelivered to the Company if specified conditions are not
satisfied.

"Section 162(m)": Section 162(m) of the Code.

"SARs": Rights entitling the holder upon exercise to receive cash or Stock, as
the Administrator determines, equal to a function (determined by the
Administrator using such factors as it deems appropriate) of the amount by
which the Stock has appreciated in value since the date of the Award.

"Stock": Common Stock of the Company, par value $.10 per share.

"Stock Options": Options entitling the recipient to acquire shares of Stock upon
payment of the exercise price.

"Unrestricted Stock": An Award of Stock not subject to any restrictions under
the Plan.


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