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                                                                    Exhibit 10.6
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                            GRC INTERNATIONAL, INC.
                         DIRECTORS FEE REPLACEMENT PLAN

1.        PURPOSE

          The loyal and dedicated service of "outside" directors is essential to
the growth and progress of any public company.  Accordingly, the Directors Fee
Replacement Plan (the "Plan") of GRC International, Inc. (the "Company") has
been adopted to better enable the Company to retain and attract qualified
outside directors to serve on the Company's Board of Directors, while reducing
the Company's cash outlay of director's fees.  The Plan is also designed to
provide a stronger nexus between the contributions made to the Company by its
outside directors and the value of the compensation they receive.

2.        ADMINISTRATION

          The Plan will be administered on a calendar quarter basis.  The Plan
will be administered by a committee of three or more persons (the "Committee")
who will be appointed by the Board of Directors of the Company.  Awards of the
Company's Common Stock, par value $.10 per share ("Stock"), and options to
purchase the Stock ("Options"), and the amount and nature of the Stock and
Options so awarded, will be automatic, as provided in Sections 5 and 6 of the
Plan.  All questions of interpretation of the Plan will be determined by the
Committee.  Such determinations will be final and binding upon all persons
having an interest in the Plan.

3.        PARTICIPATION IN THE PLAN

          Directors who are not employees of the Company or any subsidiary of
the Company are eligible to participate in the Plan.

4.        STOCK SUBJECT TO THE PLAN

          4.1.  Total Shares Available. Up to one hundred fifty thousand
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(150,000) shares (subject to adjustment under Section 11 of the Plan) of Stock
are authorized for issuance under the Plan. Such shares of Stock may be issued
(i) outright, or (ii) upon the exercise of Options. The total number of shares
of Stock awarded under (i) and (ii) shall not exceed 150,000. The Company may
issue authorized but unissued shares of its Stock, may repurchase shares in the
open market or in private transactions, or may otherwise make a sufficient
number of shares available under the Plan. The Company shall not be required to
reserve or otherwise set aside funds or shares of Stock for the payment of its
obligations hereunder. The Company shall make available as and when required a
sufficient number of shares of Stock to meet the needs of the Plan.

          4.2.  Unexercised or Expired Options. Upon the expiration or
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termination of any Option under the Plan, the Stock allocable to the unexercised
or surrendered portion of such Option will revert to the Plan's pool of Stock,
and may thereupon become subject to Stock and Options subsequently awarded under
the Plan.

5.        AWARDS OF STOCK

          5.1.  Fair Market Value of Stock. For purposes of determining the
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number of shares of Stock to be awarded with respect to any calendar quarter,
the Fair Market Value of the Stock shall be the average of the high and low sale
prices of the Stock quoted on the New York Stock Exchange Composite Transaction
Reporting System for the Fridays of such quarter. If such sale prices are not
available for any such Friday, then the average of the high
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and low sale prices on the next preceding day on which such sale prices are
available shall be used in lieu thereof.

          5.2.  Election. Quarterly awards of Stock will be made to each
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eligible director who has submitted to the Committee at least six (6) months
prior to the end of the calendar quarter in question a written election to
receive Stock in lieu of all or any part of the compensation which is not being
deferred under any other plan and which otherwise would have been payable
currently for services rendered as a director (including the director's retainer
and meeting fees) and, where applicable, as Chairman. Each such election shall
be effective until revoked by a later written election, but no such later
election shall become effective until the first calendar quarter to end at least
six (6) months after the later election is received by the Company.

          5.3.  Stock Awards and Formula. Shortly after the end of each calendar
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quarter, a director who has previously submitted an appropriate election to
receive Stock in accordance with Section 5.2 above shall receive a combination
of Stock and cash. One-half (1/2) of the director's compensation for the quarter
shall be payable in cash, and one-half (1/2) shall be payable in Stock. The
number of shares of Stock to be awarded shall be the nearest whole number which
most closely approximates the director's compensation for the quarter in
accordance with the following formula:
                    
                One-Half (1/2) of Director's            Number
         Applicable Compensation for the Quarter    =  of Shares
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                Fair Market Value of Stock              of Stock

6.        AWARDS OF OPTIONS

          All Options awarded under the Plan will be "non-statutory options,"
and therefore are not entitled to special tax treatment under Section 422 of the
Internal Revenue Code of 1986, as it may be amended from time to time (the
"Code"). Each Option awarded under the Plan will be evidenced by a written
agreement in such form as the Committee may from time to time approve,
consistent with and subject to the following terms and conditions:

          6.1.  Fair Market Value of Stock. For purposes of determining the
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number of Options to be awarded with respect to any calendar quarter, the Fair
Market Value of the Stock for such quarter shall be the average of the high and
low sale prices of the Stock quoted on the New York Stock Exchange Composite
Transaction Reporting System for the Fridays of such quarter. If such sale
prices are not available for any such Friday, then the average of the high and
low sale prices on the next preceding day on which such sale prices are
available shall be used in lieu thereof.

          6.2.  Exercise Price of Options. The exercise price of Options to be
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awarded with respect to any calendar quarter shall be twenty five percent (25%)
of the Fair Market Value of the Stock for such quarter.

          6.3.  Election. Quarterly awards of Options will be made to each
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eligible director who has submitted to the Committee at least six (6) months
prior to the end of the calendar quarter in question a written election to
receive Options in lieu of all or any part of the compensation which is not
being deferred under any other plan and which otherwise would have been payable
currently for services rendered as a director (including the director's retainer
and meeting fees) and, where applicable, as Chairman. Each such election shall
be effective until revoked by a later written election, but no such later
election shall become effective until the first calendar quarter to end at least
six (6) months after the later election is received by the Company.

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          6.4.  Option Awards and Formula. As of the end of each calendar
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          quarter, there shall be awarded to each director who has previously
          submitted an appropriate election in accordance with Section 5.2 above
          the nearest whole number of Options which most closely approximates
          the director's compensation for the quarter in accordance with the
          following formula:

        Director's Applicable Compensation for the Quarter   
  --------------------------------------------------------------  =    Number
  (Fair Market Value of Stock) Minus (Exercise Price of Options)     of Options

          6.5.  Exercise of Options. Options may be exercised at any time after
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their grant. To exercise an Option in whole or in part, an Optionee shall give
written notice of exercise to the Company's Stock Option Administrator
specifying the number of shares as to which the Option is being exercised,
accompanied by payment in full of the Option Price for such shares either in
cash or in such other consideration as approved by the Committee in its sole
discretion including, but not limited to, (i) shares of previously owned Common
Stock held by the Optionee for at least six (6) months, or (ii) in the event of
hardship and with the advance approval of the Committee, the Company's retention
of shares of Common Stock otherwise issuable to the Optionee upon exercise.
Shares of Stock used to make payments under subsections (ii) and (iii) shall be
valued at the average of the high and low sale prices of the Stock quoted on the
New York Stock Exchange Composite Transaction Reporting System on the date such
notice is received by the Stock Option Administrator (or if unavailable on such
date, on the next preceding trading date), and the number of shares to be
required for payments under (Ii) or (iii) shall be rounded to the nearest whole
share so that no cash payment shall be required by reason of any fractional
amount.

          6.6.  Termination of Options.
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                (a)   Options awarded pursuant to the Plan may not be exercised
after the third anniversary of a director's termination as a director for any
reason, including, but not limited to, such director's resignation or cessation
of service following a decision not to stand for reelection, or his termination
as a director due to removal, death, disability or retirement. Any Options which
have not been exercised on or before such third anniversary shall thereupon
expire.
                (b)   Any Option awarded a director under the Plan and
unexercised, in whole or in part, on the date of his death may be exercised by
the personal representative of the deceased director's estate, or by any heir,
devisee, or other taker who, by will or operation of law, is entitled to said
Option or any portion thereof. In each such case, such Option(s) may be
exercised at any time on or before the third anniversary of the director's
death, as provided in Section 6.6(a).

          6.7.  No Shareholder Rights By Reason of Options. A director does not
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have any rights whatsoever as a shareholder with respect to any unexercised
Option until the date of the issuance to that director of a stock certificate(s)
for shares to be issued upon the proper exercise of said Option. No adjustment
will be made for dividends or other rights with respect to which the record date
occurs prior to the date such certificate is issued.

          6.8.  Options Not Assignable Or Transferable. Options awarded under
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the Plan are not assignable or transferable other than by will or by the laws of
intestate succession. During the lifetime of a director, Options awarded under
the Plan will be exercisable only by that director.

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7.        TIME FOR AWARDS

          No Stock or Options may be awarded under the Plan with respect to
outside director's compensation for services performed after December 31, 1997.
          
8.        LIMITATION OF RIGHTS

          8.1.  No Right to Continue as a Director. Neither the Plan, the
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awarding of any Stock or Option, nor any other action taken pursuant to the Plan
constitutes or is evidence of any agreement or understanding, express or
implied, that the Company will retain a director for any period of time or at
any particular rate of compensation.

          8.2.  No Rights to Receive Stock or Options After Eligibility Ceases.
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  A director has no rights to receive Stock or Options under the Plan, and will
not receive any Stock or Options for any calendar quarter, or part thereof, once
he or she: (i) becomes an employee of the Company or any subsidiary of the
Company; or (ii) ceases to be a director.

          8.3.  Limitation on Rights of Optionee.  Except as expressly provided
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in Section 9, an Optionee shall have no rights by reason of the issuance of (i)
shares of Stock pursuant to this Plan, (ii) additional shares of Stock, (iii)
any other security or debenture convertible into Stock, (iv) or any other equity
security, including issuance pursuant to a plan of merger, consolidation, or
statutory share exchange, and no adjustment by reason thereof shall be made with
respect to the number of shares of Stock subject to an Option or the exercise
price.

          8.4.  Rights of the Company. The grant of an Option pursuant to the
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Plan shall not affect in any way the right or power of the Company to issue
additional shares of stock; to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure; to participate
in a merger, consolidation, or share exchange with another corporation; or to
dissolve, liquidate, or sell or transfer all or any part of its business or
assets.

9.        ADJUSTMENTS

          In the event any change is made to the Stock by reason of merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination of shares, exchange of shares, change in corporate structure or
otherwise, including but not limited to any change whereby the Stock is
converted into or exchanged for another class of shares or shares of another
entity, appropriate and comparable adjustments will be made to the number and
kind of shares subject to the Plan, and to the number and kind of shares and
price per share of Stock subject to outstanding Options issued pursuant to the
Plan, and the prices of Stock used in calculating the Fair Market Value of the
Stock under Sections 5.1 and 6.1.  All such adjustments will be made in such a
manner as avoids dilution or enlargement of the rights of directors under the
Plan.

10.       AMENDMENT OF THE PLAN

          The Board of Directors of the Company may suspend or terminate the
Plan or revise or amend it in any respect whatsoever; provided that, without
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approval of the shareholders of the Company, no revision or amendment may change
the number of shares subject to the Plan (except as provided in Section 9 of the
Plan) or materially increase the benefits accruing to participants under the
Plan, and provided further that no revision or amendment or termination shall,
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without the consent of the affected director(s), impair the rights of any
director under any Option previously awarded.

11.       LEGAL RESTRICTIONS

          The Company will not be obligated to issue shares of Stock if counsel
to the Company determines that such issuance would violate any law or regulation
of any governmental 

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authority or any agreement between the Company and any national securities
exchange upon which the Stock is listed. In connection with any stock issuance
or transfer, the person acquiring the shares shall, if requested by the Company,
give assurances satisfactory to counsel by the Company regarding such matters as
the Company may deem desirable to assure compliance with all legal requirements.
The Company shall in no event be obliged to take any action in order to cause
the exercise of any Option.

12.       GOVERNING LAW

          The Plan will be governed, and its provisions construed, in accordance
with the laws of the State of Delaware and applicable federal law, without
regard to conflicts of law.

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