GRC INTERNATIONAL, INC.
                            DIRECTORS RETIREMENT PLAN

                         DEFERRED STOCK UNITS AGREEMENT
                                  AND ELECTION


         This  Agreement  dated  as of  May 1,  1999,  by and  between  the  GRC
International, Inc. ("Company") and ------------- ("Director").

                                   Background
                                   ----------

         The  Board of  Directors  of the  Company  (the  "Board")  amended  and
restated the Directors Retirement Plan (the "Plan") to provide that Participants
may elect to receive  Deferred  Stock Units in lieu of other  benefits under the
Plan.  Director is  entitled to receive  -----  Deferred  Stock Units  having an
aggregate fair market value, at May 1, 1999, equal to $-----------,  the present
value of Director's  total accrued benefit under the Plan in such exchange.  The
aggregate  fair market value of Deferred Stock Units is based on the fair market
value  per  share of the  Company's  Common  Stock  at May 1,  1999,  which  was
$7.59375.  Fractional  Deferred  Stock  Unit  amounts  have been  rounded to the
nearest whole number.

         1. Grant of Deferred Stock Units in Exchange for Other Rights Under the
            --------------------------------------------------------------------
Plan.
----

            (a) Terms of Grant.  Director hereby  irrevocably  elects to receive
the grant of --------  Deferred  Stock Units ("DSUs") under the Plan in exchange
for all of Director's  rights to other benefits  payable or potentially  payable
under the Plan, and surrenders all such rights to benefits other than DSUs under
the Plan. The Company hereby  confirms the grant of the DSUs pursuant to Article
5(a) of the Plan, to Director as of May 1, 1999 (the "Date of Grant").  The DSUs
are subject to all of the terms and  conditions set forth in this Deferred Stock
Units  Agreement  and  Election  ("Agreement").  The  Company  shall  maintain a
bookkeeping account for Director ("Account")  reflecting the number of DSUs then
credited  to  Director  hereunder  as a  result  of such  grant  of DSUs and any
crediting of additional DSUs to Director pursuant to dividend  equivalents under
Section 4 ("Dividend Equivalents").

            (b) Acknowledgment of Director.  Director  acknowledges receipt of a
copy of the Plan,  and Director  hereby agrees to be bound by this Agreement and
by all  decisions  and  determinations  of the Board of  Directors  and any Plan
Administrator  or other  person to whom the Board may  delegate  authority  with
respect to the DSUs and this Agreement.

         2.  Nontransferability.  DSUs and rights relating  thereto shall not be
transferable  other than by will or by the laws of descent and  distribution  in
the event of Director's  death,  and no such transfer shall be effective to bind
the Company  unless the Company  shall have been  furnished  with a copy of such
will or such other  evidence as the Company may deem  necessary to establish the
validity of the transfer.

         3. Settlement.
            ---------

            (a) Settlement. DSUs granted hereunder,  together with DSUs credited
as a result of Dividend  Equivalents,  shall be settled by delivery of one share
of the Company's

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Common Stock for each DSU being  settled.  Settlement of each DSU shall occur at
January 1 of the year following my termination of service as a Director.

            (b) Source of Shares. Shares of the Company's Common Stock issued or
delivered  in  settlement  of DSUs may be  authorized  but  unissued  shares  or
treasury shares.

         4. Dividend Equivalents and Adjustments.
            ------------------------------------

            (a)  Dividend  Equivalents.  Dividend  Equivalents  shall be paid or
credited on DSUs (other than DSUs that, at the relevant record date,  previously
have been settled or forfeited) as follows:

                 (i)  Cash  Dividends.  If  the  Company  declares  and  pays  a
                      dividend or  distribution  on Common  Stock in the form of
                      cash,  then a number of additional  DSUs shall be credited
                      to  Director's  Account  as of the  payment  date for such
                      dividend  or  distribution  equal  to the  number  of DSUs
                      credited  to the  Account as of the  record  date for such
                      dividend or distribution  multiplied by the amount of cash
                      actually  paid  as a  dividend  or  distribution  on  each
                      outstanding  share of Common Stock at such  payment  date,
                      divided  by the Fair  Market  Value  of a share of  Common
                      Stock at such payment date.

                 (ii) Non-Common  Stock  Dividends.  If the Company declares and
                      pays a dividend  or  distribution  on Common  Stock in the
                      form of property other than shares of Common Stock, then a
                      number of additional  DSUs shall be credited to Director's
                      Account  as of the  payment  date  for  such  dividend  or
                      distribution  equal to the number of DSUs  credited to the
                      Account  as of  the  record  date  for  such  dividend  or
                      distribution  multiplied  by the Fair Market Value of such
                      property  actually paid as a dividend or  distribution  on
                      each  outstanding  share of Common  Stock at such  payment
                      date,  divided  by the  Fair  Market  Value  of a share of
                      Common Stock at such payment date.

                 (iii)Common Stock Dividends and Splits. If the Company declares
                      and pays a dividend or distribution on Common Stock in the
                      form of additional shares of Common Stock, or there occurs
                      a  forward  split  of  Common  Stock,  then  a  number  of
                      additional DSUs shall be credited to Director's Account as
                      of the payment date for such dividend or  distribution  or
                      forward  split equal to the number of DSUs credited to the
                      Account  as of  the  record  date  for  such  dividend  or
                      distribution   or  split   multiplied  by  the  number  of
                      additional  shares  of  Common  Stock  actually  paid as a
                      dividend  or  distribution  or  issued  in such  split  in
                      respect of each outstanding share of Common Stock.

                  (b)  Adjustments  to DSUs.  The  number  of DSUs  credited  to
Director's Account shall be appropriately adjusted, in order to prevent dilution
or enlargement of Director's rights with respect to DSUs, to reflect any changes
in the  number  of  outstanding  shares  of  Common  Stock  resulting  from  any
recapitalization,    forward   or   reverse   split,   reorganization,   merger,
consolidation,  spin-off, combination,  repurchase, share exchange, liquidation,
dissolution or other similar corporate  transaction,  or any large,  special and
non-recurring  dividend or other distribution.  Such adjustment shall be made by
the Board (or its  delegate),  taking into account any DSUs credited to Director
in connection with such event under Section 4(a) hereof.

                                       2
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         5. Hardship. Upon receipt of a written request from Director, the Board
of  Directors,  in its sole  discretion,  may  determine  that  acceleration  of
settlement of the DSUs is necessary on account of a severe financial hardship to
Director. In such case, the Board may accelerate such settlement as necessary to
relieve  the  hardship.  The Board shall  determine  the  existence  of a severe
financial  hardship in a manner  consistent with Internal  Revenue Service rules
and regulations pertaining to the avoidance of constructive receipt of income.

         6. Miscellaneous.
            -------------

            (a) Binding Agreement.  This Agreement shall be legally binding when
executed by both the Company and Director.  This Agreement shall be binding upon
the  heirs,  executors,  administrators  and  successors  of the  parties.  This
Agreement  constitutes the entire agreement  between the parties with respect to
the DSUs, and  supersedes any prior  agreements or documents with respect to the
DSUs. No amendment,  alteration,  suspension,  discontinuation or termination of
this  Agreement,  and no oral  statement  outside of this  agreement,  which may
purport  to impose  any  additional  obligation  upon the  Company or impair the
rights  of  Director  with  respect  to the DSUs  shall be valid  unless in each
instance such amendment, alteration, suspension,  discontinuation or termination
is expressed in a written  instrument duly executed in the name and on behalf of
the Company and by Director.

            (b) Rights Under DSUs Those of Unsecured Creditor. Any provision for
distribution in settlement of Director's  Account hereunder shall be by means of
bookkeeping entries on the books of the Company and shall not create in Director
any right to, or claim against any,  specific assets of the Company,  nor result
in the creation of any trust or escrow account for Director. Director shall be a
general creditor of the Company. DSUs shall confer no rights of a shareholder at
any time prior to the  issuance  and  delivery of shares in  settlement  of such
DSUs.

            (c) Notices. Any notice hereunder to the Company shall be in writing
and addressed to it at its principal  executive offices,  Attn: General Counsel,
and any notice to Director  shall be in writing and  addressed  to him or her at
the most recent address furnished in writing by Director to the Company.

            IN WITNESS  WHEREOF,  the  Company  and  Director  have  caused this
Agreement to be executed as of the day and year first above written.

                             GRC INTERNATIONAL, INC.


-----------------------------                     By:
Director                                             ---------------------------
                                                     Name:
                                                     Title:

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