AGREEMENT

          THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 19th day of February, 1999, by and between DRS TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), having an address at 5 Sylvan Way,
Parsippany, New Jersey and Richard A. Schneider (the "Executive"), currently
residing at 23 Old Town Avenue, Huntington, NY 11743.

          WHEREAS, the Executive desires to enter into an agreement of
employment with the Company in accordance with the terms and conditions set
forth herein; and

          WHEREAS, the Company desires to employ the Executive as its Executive
Vice President, Finance and Chief Financial Officer in accordance with the terms
and conditions set forth herein;

          NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto, intending legally to be bound, hereby
agree as follows:


1.   TERM OF EMPLOYMENT. The initial term of employment shall begin on
     February l9, 1999 (the "Effective Date") and shall continue in effect until
     the first anniversary of the Effective Date (such period being the "Initial
     Term"). On February 19 of each year, beginning on February 19, 2000, this
     Agreement shall automatically be renewed for successive one year periods,
     unless at least ninety (90) days prior to the end of each renewal date
     either party hereto gives written notice to the other party of its
     intention not to renew this Agreement and, as provided below, shall remain
     in effect following a Change in Control. This Agreement may be terminated
     at any time during its initial term or during any renewal term solely in
     accordance with the terms and conditions of Section 5 hereof.

2.   DUTIES.

     2.1  POSITION. The Company hereby employs the Executive in an executive
          capacity with the title of Executive Vice President, Finance and Chief
          Financial Officer of the Company, and the Executive hereby accepts
          such employment and undertakes and agrees to serve in such capacities.
          In such capacities, the Executive shall have such powers, perform such
          duties and fulfill such responsibilities typically associated with
          such positions in other publicly held companies. Performance of his
          duties hereunder shall in no event require that the Executive work on
          a regular basis at any location other than within twenty (20) miles of
          the Company's present office location. The Executive shall devote
          substantially all of his


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<PAGE>


          working time and efforts to the performance of his duties hereunder.
          The Executive shall report directly to the Chief Executive Officer
          ("CEO") of the Company.

     2.2  LIMITATION ON OTHER EMPLOYMENT. During the term of his employment
          hereunder, the Executive will not engage in any other occupation for
          gain, profit or pecuniary advantage, without the consent of the CEO of
          the Company; provided, however, that this limitation shall not be
          construed as preventing him from (a) serving on the board of directors
          of any corporation not directly competitive with the Company (provided
          that the Executive has obtained the approval of the CEO), and (b)
          investing or trading in securities or other forms of investment, in
          each case so long as such activities do not materially interfere with
          the performance of his duties hereunder and such investments do not
          represent the ownership of 5% or more of the capital stock of publicly
          traded entities.

3.   COMPENSATION.

     3.1  BASE SALARY. In consideration of the services rendered hereunder, the
          Company shall pay the Executive during the Initial Term of this
          Agreement a base salary at the rate of TWO HUNDRED TWENTY THOUSAND
          DOLLARS ($220,000) per annum ("Base Salary"), which amount will be
          payable to him in bi-weekly installments (or at such intervals as
          other salaried employees of the Company are paid). The amount of the
          Executive's Base Salary shall be reviewed annually by the CEO but
          shall not be reduced without written consent of the Executive.

     3.2  INCENTIVE COMPENSATION.

          (a)  Effective April 1, 1999 the Executive will be eligible to
               participate in the DRS Incentive Compensation Plan ("ICP") at a
               grade level commensurate with his position. The current grade
               level for the Executive is M76. Specific annual entitlements to
               bonus awards shall be predicated on the Executive's performance
               and subject to the Company achieving its operating targets,
               consistent with the rules set forth in the ICP. Because the
               Executive is not in the ICP plan for 1999, the Executive will
               receive a bonus of $50,000 for FY99 payable on or about July 1,
               1999.

          (b)  The Executive shall participate in all other Bonus, Long-Term
               Capital Accumulation and/or Stock-Based Programs that the Company
               may adopt from time to time.

          (c)  To further provide the Executive with appropriate incentive and
               to acquire a proprietary interest in the long-term success of the
               Company, the Company shall recommend to the Stock Option


                                        2
<PAGE>


               Committee of the Board of Directors that he be granted, pursuant
               to the Company's 1996 Omnibus Plan (the "Plan"), [18,750]
               options to acquire Company Stock. These options shall be
               Non-Qualified Stock Options ("NQO"). The option exercise price
               payable shall be the fair market value at the date of the grant.
               The term of the option shall be (10) years and 20% of the options
               shall vest on the date of grant, with an additional 20% vesting
               on each of the first, second, third and fourth anniversaries
               thereof. All capitalized terms shall have the meaning specified
               in the Plan.

4.   BENEFITS.

     4.1  BENEFIT PROGRAMS. The Executive will be included in all group
          insurance plans ("Insurance Plans"), retirement plans, and other
          benefits plans and arrangements (such retirement and other benefit
          plans and arrangements, together with the Insurance Plans, the
          "Benefit Program") available to executives of the Company, as such
          plans may be or have been adopted from time to time. The Company will
          provide to the Executive the specific benefits listed on Schedule A
          hereto. The Executive shall be a Class B Participant in the Company's
          SERP.

     4.2  VACATION. The Executive shall be entitled to three (3) weeks of
          vacation with pay during each twelve (12) month period of employment
          under this Agreement.

     4.3  AUTOMOBILE AND OTHER EXPENSES. In accordance with Company policy as
          established from time to time, the Company will provide the Executive
          with an automobile of a type mutually agreed upon and the Company will
          pay, or reimburse him for, all business related operating expenses of
          such automobile (including, without limitation, insurance, service,
          repairs, gasoline and oil). The Company will also reimburse the
          Executive for his ordinary and customary business expenses incurred in
          the performance of his duties hereunder.

5.   TERMINATION.

     5.1  TERMINATION BY THE COMPANY FOR CAUSE.

          (a)  DEFINITION. The Company may terminate the Executive's employment
               hereunder for "Cause" which shall be limited to:

               (i)   Gross neglect or dereliction in the performance of the
                     Executive's duties or other misconduct by him and the
                     failure to cure such situation within twenty days after
                     receipt of a notice thereof from the Board of Directors,


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<PAGE>


               (ii)  The Executive's engaging in conduct which has caused
                     demonstrable and serious injury to the Company, monetary or
                     otherwise, as evidenced by a written determination
                     authorized by the Board of Directors of the Company, or

               (iii) The Executive's conviction for or plea to a felony or for
                     any lesser crime which involves the property of the
                     Company.

          (b)  COMPENSATION UPON TERMINATION FOR CAUSE. Upon the termination of
               the Executive's employment for Cause, the Company shall pay the
               Executive his Base Salary and continued participation in the
               Benefit Program through the effective date of such termination.

     5.2  TERMINATION FOR DISABILITY OR DEATH.

          (a)  DISABILITY. The Company may terminate the Executive's employment
               hereunder in the event of the Executive's permanent disability.
               For the purposes of this Agreement, permanent disability shall
               mean the Executive's inability, whether mental or physical, to
               perform the regular duties of his employment on a full-time
               continuous basis for six (6) consecutive months (the "Disability
               Period"). If a policy of disability insurance is in effect
               insuring the Executive, then in no event shall Executive be
               deemed to be disabled until he is determined to be entitled to
               receive disability income payments pursuant to such disability
               policy. During the Disability Period the Company shall (i) pay
               the Executive his full Base Salary then in effect, as well as any
               ICP benefit to which he would otherwise be entitled, reduced by
               any amounts which he actually received under any disability plan
               maintained by the Company during the Disability Period, and (ii)
               shall continue his participation in the Benefit Program. The
               Company shall notify the Executive in writing of any such finding
               on its part at the end of the Disability Period. If the Company
               and Executive are unable to agree whether he is so disabled the
               question shall be decided by a panel of three physicians, one to
               be designated by the Company, one by the Executive and one by the
               first two so designated. The determination of the panel shall be
               final and binding upon the parties with costs of the panel to be
               paid by the Company.

          (b)  DEATH. The Executive's employment hereunder will terminate
               upon-the Executive's death.

          (c)  COMPENSATION UPON TERMINATION FOR DISABILITY OR DEATH.


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<PAGE>


               (i)   If the Company terminates the Executive's employment due to
                     permanent disability, pursuant to Subsection 5.2(a) herein,
                     the Company shall pay the Executive his monthly Base Salary
                     then in effect for one (1) year after his termination,
                     reduced by any amounts to which he actually receives under
                     any disability plan maintained by the Company and shall pay
                     the Executive when due, a pro-rata portion of the bonus
                     determined pursuant to (iii) below corresponding to the
                     period of his active employment during the termination
                     year.

               (ii)  If the Executive's employment is terminated due to his
                     death, pursuant to Subsection 5.2 (b) herein, the Company
                     shall pay the Executive's estate or designated beneficiary
                     (A) the Executive's Base Salary and any other amounts due
                     or earned through the date of death, and (B) a pro-rata
                     portion of the bonus determined pursuant to (iii) below
                     corresponding to the period of his employment during the
                     termination year.

               (iii) For purposes of determining the bonus payable in the year
                     of termination, the Company shall pay a bonus equal to the
                     amount of the current year's bonus which could have been
                     paid to Executive for the year of termination, pro-rated
                     for the period of his employment during the termination
                     year.

          (d)  BENEFITS UPON TERMINATION FOR DEATH OR DISABILITY.

               (i)   If the Company terminates the Executive's employment due to
                     his permanent disability, pursuant to Subsection 5.2(a)
                     herein, the Company shall continue to provide him and his
                     dependents coverage under insurance Plans, at his option,
                     for the longer of one year or the period required by
                     applicable law. The Company shall provide such coverage at
                     its expense (except with respect to those costs for which
                     the Executive was responsible prior to the termination of
                     employment).

               (ii)  If the Executive's employment is terminated due to his
                     death, pursuant to Subsection 5.2(b) herein, the Company
                     shall continue to provide the Executive's dependents
                     medical insurance coverage, at their option, for the longer
                     of one (1) year after his death or the period required by
                     applicable law. The Company shall provide such coverage at
                     its expense (except for those costs for which the Executive
                     was responsible prior to his death).


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<PAGE>


     5.3  TERMINATION BY THE EXECUTIVE.

          (a)  GOOD REASON. The Executive may terminate his employment during
               the Employment Period hereunder for "Good Reason" (i) upon the
               failure by the Company (or its stockholders as the case may be)
               to elect or reelect or to appoint or reappoint the Executive to
               the offices of Executive Vice President, Finance and Chief
               Financial Officer, or (ii) after the occurrence, without the
               written consent of the Executive, of an event constituting a
               material breach of this Agreement by the Company that has not
               been fully cured within twenty (20) days after written notice
               thereof has been given by the Executive to the Company, or (iii)
               upon the occurrence of any action taken by the Company which
               would constitute a constructive termination; provided, that, in
               addition to and without limiting the generality of the foregoing,
               on and after a Change in Control (as defined in Section 5.3(c)
               herein), any one of the following events shall be deemed a
               material breach of this Agreement:

               (i)   the assignment to the Executive of any duties inconsistent
                     with the Executive's then status as an executive officer of
                     the Company or a substantial adverse alteration in the
                     nature of the Executive's responsibilities from those in
                     effect immediately prior to the Change in Control;

               (ii)  a reduction by the Company in the Executive's Base Salary
                     as in effect immediately prior to the Change in Control;

               (iii) a reduction in the aggregate percentage upon which the
                     Executive's Incentive Compensation is determined following
                     the Change of Control unless equivalent reductions are made
                     generally for other executives of the Company;

               (iv)  the relocation of Executive's principal place of
                     employment, without his consent, to a location more than
                     twenty (20) miles from the place of such employment
                     immediately prior to the Change in Control;

               (v)   The failure by the company to continue to provide the
                     Executive with benefits substantially similar to those
                     enjoyed by Executive under the Benefit Program, as in
                     effect immediately prior to the Change in Control, the
                     taking of any action by the company which would directly


                                        6
<PAGE>


                    or indirectly materially reduce any of such benefits or
                    deprive the Executive of any material fringe benefit enjoyed
                    by the Executive immediately prior to the Change in Control,
                    or the failure by the Company to provide the Executive with
                    the number of paid vacation days to which Executive is
                    entitled on the basis of years of service with the Company
                    in accordance with the Company's normal vacation policy in
                    effect immediately prior to Change in Control; and

               (vi)  The failure of a successor to the Company to expressly
                     assume and agree to perform this Agreement pursuant to
                     Section 5.5 herein.

          (b)  COMPENSATION AND BENEFITS UPON TERMINATION BY THE EXECUTIVE.

               (i)   In the event of a termination of this Agreement by the
                     Executive, without Good Reason, the company shall provide
                     to him his Base Salary, corresponding to the period of his
                     employment and continued participation in the Benefit
                     Program, through the effective date of such termination.

               (ii)  If the Executive terminates his employment hereunder for
                     Good Reason, (A) if there has not occurred A Change in
                     Control, the Company shall also pay him, as liquidated
                     damages under this Agreement, his monthly Base Salary then
                     in effect for twelve months following the notice of
                     termination, plus the pro-rata portion of the bonus
                     determined pursuant to Section 5.2(c)(iii); (B) if there
                     has occurred a Change in Control, the Company shall pay
                     him, as liquidated damages under this Agreement, a lump sum
                     equal to the sum of the bonus earned by him during the
                     immediately preceding fiscal year of the Company plus 200%
                     of his annual Base Salary then in effect, and (C) in either
                     case, the Executive's employment shall be deemed to
                     continue for the balance of the Agreement for purposes of
                     determining his participation in the Benefit Program;
                     provided, however, that if such participation by him after
                     termination of employment is not permitted under any such
                     plan, the Company will provide him with the equivalent
                     benefits. The Company will pay the total costs of the
                     Executive's participation in such plans or the equivalent
                     thereof. During the period the Executive will have full use
                     of the Company-supplied automobile. The Executive also will
                     be provided with out-placement assistance utilizing a


                                        7
<PAGE>


                    consultation service designated and paid for by the Company.
                    Furthermore, all stock options granted to Executive shall
                    immediately vest and be exercisable for a period of 12
                    months following termination.

          (c)  DEFINITION OF CHANGE IN CONTROL. A "Change in Control" shall mean
               the occurrence of an event set forth in any one of the following
               paragraphs:

               (i)   any Person is or becomes the Beneficial Owner, directly or
                     indirectly, of securities of the Company (not including in
                     the securities beneficially owned by such Person any
                     securities acquired directly from the Company or its
                     affiliates) representing 20% or more of the combined voting
                     power of the Company's then outstanding securities,
                     excluding any Person who becomes such a Beneficial Owner in
                     connection with a transaction described in clause (A) of
                     paragraph (iii) below and excluding a transaction whereby a
                     person becomes the Beneficial Owner of 20% or more of the
                     combined voting power of the Company's then outstanding
                     securities, but such transaction does not transfer the
                     power to control the management or the policies of the
                     Company; or

               (ii)  the following individuals cease for any reason to
                     constitute a majority of the number of directors then
                     serving: individuals who, on the date hereof, constitute
                     the Board and any new director (other than a director whose
                     initial assumption of office is in connection with an
                     actual or threatened election contest, including but not
                     limited to a consent solicitation, relating to the election
                     of directors of the Company) whose appointment or election
                     by the Board or nomination for election by the Company's
                     stockholders was approved or recommended by a vote of at
                     least two-thirds (2/3) of the directors then still in
                     office who either were directors on the date hereof or
                     whose appointment, election or nomination for election was
                     previously so approved or recommended; or

               (iii) there is consummated a merger or consolidation of the
                     Company or any direct or indirect subsidiary of the Company
                     with any other corporation, other than (A) a merger or
                     consolidation which would result in the voting securities
                     of the Company outstanding immediately prior to such merger
                     or consolidation continuing to represent (either by
                     remaining outstanding or by being converted into voting


                                        8
<PAGE>


                    securities of the surviving entity or any parent thereof) at
                    least 60% of the combined voting power of the securities of
                    the Company or such surviving entity or any parent thereof
                    outstanding immediately after such merger or consolidation,
                    or (B) a merger or consolidation effected to implement a
                    recapitalization of the Company (or similar transaction) in
                    which no Person is or becomes the Beneficial Owner, directly
                    or indirectly, of securities of the Company (not including
                    in the securities Beneficially Owned by such Person any
                    securities acquired directly from the Company or its
                    Affiliates other than in connection with the acquisition by
                    the Company or its Affiliates of a business) representing
                    20% or more of the combined voting power of the Company's
                    then outstanding securities; or

               (iv)  the stockholders of the Company approve a plan of complete
                     liquidation or dissolution of the Company or there is
                     consummated an agreement for the sale or disposition by the
                     Company of all or substantially all of the Company's
                     assets, other than a sale or disposition by the Company of
                     all or substantially all of the Company's assets to an
                     entity, at least 60% of the combined voting power of the
                     voting securities of which are owned by the stockholders of
                     the Company in substantially the same proportions as their
                     ownership of the Company immediately prior to such sale.

For purposes of this Section 5.3(c), the following definitions shall apply:
"Person" shall have the meaning given in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Act"), as modified and used in Section
13(d) thereof, except that such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company. "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 under the Act. "Affiliate" shall have the meaning set forth
in Rule 12b-2 promulgated under Section 12 of the Act.


                                        9
<PAGE>


     5.4  TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE.

          (a)  COMPENSATION UPON TERMINATION BY THE COMPANY OTHER THAN FOR
               CAUSE. If the Company terminates the Executive's employment
               hereunder without "Cause", the Company shall pay the Executive
               the amounts described in 5.3(b)(ii)(A).

          (b)  BENEFITS UPON TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE. if
               the company terminates the Executive's employment hereunder
               without "Cause", the Executive's employment shall be deemed to
               continue for the balance of the Agreement for purposes of
               determining his participation in the Benefit Program existing
               prior to the termination or under any equivalent plan providing
               the same coverage which may be substituted for any such plan;
               provided, however, that if such participation by him after
               termination of employment is not permitted under any such plan,
               the Company will provide him with the equivalent benefits. The
               Company will pay the total costs of the Executive's participation
               in such plans or the equivalent thereof. During this period the
               Executive will have full use of the Company-supplied automobile.
               The Executive also, will be provided with out-placement
               assistance utilizing a consultation service designated and paid
               for by the Company. Furthermore, all stock options granted to
               Executive shall immediately vest and be exercisable for a period
               of 12 months following termination.

     5.5  SUCCESSOR. The Company, or any entity which controls the Company,
          shall require any successor (whether direct or indirect, by purchase,
          merger, consolidation or otherwise) to all or substantially all of the
          business or assets of the Company by written agreement expressly to
          assume and agree to perform this Agreement in the same manner and to
          the same extent as the Company would be required to perform if no such
          succession had occurred. Failure of the Company or a controlling
          entity to obtain such agreement prior to the effective date of any
          such succession followed by failure of the successor to honor this
          Agreement shall be a breach of this Agreement and shall entitle the
          Executive to the rights and benefits hereunder as though he had
          terminated his employment with the Company for Good Reason pursuant to
          paragraph 5.3 hereof (including those provisions which concern
          compensation following a Change in Control), whether or not he
          terminates his employment with the Company. As used in this Agreement,
          "Company" shall mean the Company as defined above and any successor to
          all or substantially all of its business or assets which becomes bound
          by all of the terms and conditions of this Agreement.


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<PAGE>


6.   RESTRICTIONS.

     6.1  CONFIDENTIAL INFORMATION. The Executive agrees that during and after
          the period of his employment he will not, without authorization from
          the Company, divulge, disclose or otherwise communicate to any person
          or company any information of a confidential nature pertaining to
          specific details of the Company's business, functions or operations,
          except in connection with the discharge of his duties hereunder, or
          pursuant to the order of a court of competent jurisdiction. The
          Executive further agrees that, upon termination of his employment with
          the Company for any reason, he will promptly return to the Company all
          books and records of or pertaining to the Company's business, and all
          other property belonging to the Company which is in his custody or
          possession.

     6.2  NON-COMPETE. During his employment by the Company and in the event he
          is terminated by the Company for Cause or terminates his employment
          without Good Reason, for twelve (12) months thereafter, subject to
          Section 2.2 above, the Executive shall not compete with the Company in
          any activity relating to the Business of the Company as conducted by
          the Company during the term of this Agreement. For purposes of the
          preceding sentence, competition shall include, without limitation,
          direct or indirect competition by the Executive, whether as an owner,
          officer, director, employer, partner, consultant, advisor, contractor,
          principal agent, licensor, employee or affiliate of a person firm,
          venture or corporation that so competes with the Company. Without the
          prior written approval of the CEO, the Executive further agrees that
          during the twelve (12) month period following the termination of this
          Agreement for any reason he will not solicit for employment any
          employee of the Company. It is further agreed and understood that the
          Executive shall not engage in any conduct or communication which shall
          disparage the Company or interfere with its current or prospective
          business relationships.

     6.3  CAUSE OF ACTION. The parties hereby declare that the rights of the
          Company are of a unique nature, the loss of which may cause
          irreparable harm, and that it may be impossible to measure in money
          the damages which will accrue to the company by reason of the loss of
          such rights or a failure by the Executive to perform or adhere to any
          of the obligations under Sections 6.1 and 6.2 hereof. The Executive
          expressly acknowledges that remedies at law alone will be inadequate
          to compensate the Company for any breach or violation of any of the
          provisions of Sections 6.1 or 6.2 hereof, and that the Company, in
          addition to all other remedies hereunder or thereunder, shall be
          entitled, as a matter of right, to seek injunctive relief, including
          specific performance, with respect to any such breach of violation, in
          any court of competent jurisdiction.


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<PAGE>


7.   LEGAL MATTERS.

     7.1  RESOLUTION OF CONFLICT. Other than as provided in Section 6.3 herein
          with respect to obligations contained in Sections 6.1 and 6.2 herein,
          any and all disputes, claims and controversies between the parties
          hereto concerning the validity, interpretation, performance,
          termination or breach of this Agreement, which cannot be resolved by
          the parties within ninety (90) days after such dispute, claim or
          controversy arises shall, at the option of either party, be referred
          to and finally settled by arbitration. Such arbitration shall be
          initiated by the initiating party giving notice (the "Arbitration
          Notice") to the other party (the "Respondent") that it intends to
          submit such dispute, claim or controversy to arbitration. Each party
          shall, within thirty (30) days of the date the Arbitration Notices is
          received by the Respondent, designate a person to act as an
          arbitrator, if either party fails to designate a person to Act as an
          arbitrator within the time specified herein the arbitration shall be
          conducted by the sole designated arbitrator. The two arbitrators
          appointed by the parties shall, within thirty (30) days after their
          designation appoint a third arbitrator who shall act as presiding
          arbitrator (the "Presiding Arbitrator"). If the two arbitrators
          designated by the parties are unable to appoint a Presiding
          Arbitrator, the Presiding Arbitrator shall be appointed according to
          the rules of the American Arbitration Association as in effect on the
          date the notice of submission to arbitration is given (the "Rules").

          Such arbitration shall be held in New Jersey in accordance with the
          Rules except as otherwise expressly provided herein. The arbitrators
          shall, by majority vote, render a written decision stating reasons
          therefor in reasonable detail within three (3) months after the
          appointment of all the arbitrators. Each party shall bear its own
          costs and attorneys fees. All other costs and expenses of arbitration
          shall be apportioned between the parties by the arbitrators. The award
          of the arbitrators shall be made in United States currency and shall
          be final and binding, and judgment thereon may be rendered by any
          court having jurisdiction thereof, or application may be made to such
          court for the judicial acceptance of the award and an order of
          enforcement as the case may be.

     7.2  AGREEMENT CONFIDENTIAL. Both the Executive and the Company will keep
          the terms of this Agreement confidential provided that this provision
          shall not restrict any disclosure by the Company pursuant to any
          applicable law, regulation or judicial order.


                                       12
<PAGE>


     7.3  NOTICES. All notices, requests, consents and other communications,
          required or permitted to be given hereunder, shall be in writing and
          shall be deemed to have been duly given if delivered personally or
          mailed first class, postage prepaid, by registered or certified mail,
          addressed to either party at the address first written above (or to
          such other address as either party shall designate by notice in
          writing to the other party in accordance herewith).

8.   MISCELLANEOUS.

     8.   GOVERNING LAW. This Agreement shall be governed by and construed and
          enforced in accordance with the laws of the State of New Jersey
          applicable to agreements made and to be performed within New Jersey,
          without regard to the principles of conflict of laws.

     8.2  HEADINGS. The section headings contained herein are for reference
          purposes only and shall not in any way affect the meaning or
          interpretation of this Agreement.

     8.3  ENTIRE AGREEMENt. This Agreement sets forth the entire agreement and
          understanding of the parties relating to the subject matter hereof,
          and from and after the date hereof supersedes all prior agreements,
          arrangements and understandings, written or oral, relating to the
          subject matter hereof provided, however, that the benefits conferred
          under this Agreement are in addition to, and not in lieu of, any and
          all benefits conferred under plans and arrangements currently in
          effect for the Executive.

     8.4  ASSIGNMENT. This Agreement is binding upon and shall inure to the
          benefits of the Executive and his estate, but the Executive's rights
          and obligations hereunder may not be assigned or pledged by him.

     8.5  MODIFICATION. This Agreement may be amended, modified, superseded,
          canceled, renewed or extended, and the terms or covenants hereof may
          be waived, only be written instrument executed by both of the parties
          hereto or in the case of a waiver, by the party waiving compliance.

     8.6  SECTION 162(m). In the event compensation payable to Executive
          hereunder in any single tax year would result in the non-deductibility
          of a portion of such compensation by the Company solely by reason of
          Section 162(m) of the Internal Revenue Code of 1986, as amended, then,
          and in such event, the Company shall be permitted to defer payment of
          such nondeductible amount to the Executive to be paid to him on the
          first day of the succeeding tax year of the Company.


                                       13
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement with legal and binding effect as of the day and year first above
written.

                                    DRS TECHNOLOGIES, INC.

                                        /s/ MARK S. NEWMAN
                                    -------------------------------------
                                    BY: Mark S. Newman, Chairman,
                                    President and Chief Executive Officer


                                    THE EXECUTIVE

                                    /s/ RICHARD A. SCHNEIDER
                                    -------------------------------------
                                        Richard A. Schneider


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                                   SCHEDULE A


GROUP PLANS                                           BENEFIT
-----------------------------------------------       --------------------------

DRS Group Medical/Dental Plan                         Varies
DRS Group Life Insurance Plan                         $50,000
DRS Group AD&D                                        $440,000 (2 X salary)
DRS Long Term Disability Plan--Class I                $10,000 monthly benefit
DRS Retirement/Savings Plan (401K)                    Varies
DRS Reimbursement Account Plan (IRC 125)              Varies (See below)

EXECUTIVE PLANS/BENEFITS                              BENEFIT
-----------------------------------------------       --------------------------
Executive Incentive Compensation Plan                 Varies
1996 Omnibus Plan                                     (1)
Life Insurance                                        $1,110,000

DRS Reimbursement Account: one time annual            $5,000 currently
Deposit to the reimbursement account (amount
may vary from year to year)

Supplemental Executive Retirement Plan (SERP)--       Determined at time of
Class B Participant                                   Retirement





     (1) Amount determined by combining resulting DRS shares from NAI option
     conversion with additional grant to equal in the aggregate 50,000 shares.


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