**Exhibit 10.10**

**GTSI CORP.**

**AMENDED AND RESTATED**

**2007 STOCK INCENTIVE PLAN**

1.             **Establishmentand Purposes of the Plan.**

GTSI Corp. established this Amended and Restated2007 Stock Incentive Plan (the “Plan”) to promote the interests of the Companyand its stockholders by (i) helping to attract and retain the services ofnon-employee directors and selected employees of the Company who are in aposition to make a material contribution to the successful operation of theCompany’s business, (ii) motivating such persons, by means ofperformance-related incentives, to achieve the Company’s business goals and(iii) enabling such persons to participate in the long-term growth andfinancial success of the Company by providing them with an opportunity topurchase and own stock of the Company.

2.**             Definitions.**

The following definitions shall apply throughout thePlan:

a.             **“Affiliate”** shall mean any entity thatdirectly, or indirectly through one or more intermediaries, controls or iscontrolled by, or is under common control with, the Company.

b.             **“Award”** means a Stock Appreciation Right,Restricted Stock, Restricted Stock Unit or Performance Award granted under thePlan.

c.             **“Award Agreement”** means a written orelectronic agreement executed on behalf of the Corporation by the ChiefExecutive Officer (or another officer designated by the Committee) anddelivered to the Participant and containing terms and provisions of Awards,consistent with the Plan, as the Committee may approve. Such agreement may, butis not required to be, executed by the Participant.

d.             **“Board of Directors”** shall mean the Boardof Directors of the Company.

e.             **“Cause”** means (W) termination ofParticipant’s employment for “cause” in accordance with the Company’s writtenpolicies or pursuant to the definition of “cause” as indicated in any agreementParticipant may have with the Company; (X) dishonesty or conviction of acrime which brings the Participant into disrepute or is likely to have amaterial detrimental impact on the business operations of the Company; (Y) failureto perform his or her duties to the satisfaction of the Company after writtennotice; or (Z) engaging in conduct that could be materially damaging tothe Company without a reasonable good faith belief that such conduct was in thebest interest of the Company. The determination of “Cause” shall be made by theCommittee and its determination shall be final and conclusive.

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f.              **“Code”** shall mean the Internal Revenue Codeof 1986, as amended.  References in thePlan to any section of the Code shall be deemed to include any amendment orsuccessor provisions to such section and any regulations issued under suchsection.

g.             **“Common Stock”** shall mean the common stock,par value $0.005 per share, of the Company.

h.             **“Company”** shall mean GTSI Corp., a DelawareCorporation and any “subsidiary” corporation, whether now or hereafterexisting, as defined in Sections 424(f) and (g) of the Code, or any entity inwhich GTSI owns at least a 51% interest.

i.              **“Committee”** shall mean the Committeeappointed by the Board of Directors in accordance with Section 4(a) of the Planor, if no Committee shall be appointed or in office, the Board of Directors.

j.              **“Continuous Employment”** shall mean theabsence of any interruption or termination of employment by the Company.  Continuous Employment shall not be consideredinterrupted in the case of sick leave, military leave or any other leave ofabsence approved by the Committee or in the case of transfers between locationsof the Company.

k.             “**Covered Employee**” means any individual who,on the last day of the taxable year, is the Chief Executive Officer of theCompany or is acting in such capacity or among the four highest paidcompensated officers (other than the Chief Executive Officer) within themeaning of Section 162(m) of the Code.

l.              **“Disinterested Person”** shall mean anadministrator of the Plan who satisfies the requirements, if any, imposed onadministrators of plans in order for the grant of Awards or Options to beexempt under any version of Rule 16b—3 under the Exchange Act that is relied onby the Company.

m.            **“Employee”** shall mean any employee of theCompany, including officers and directors who are also employees.  In determining whether an employmentrelationship exists, the regulations of the United States Treasury Departmentrelating to the determination of the employment relationship for the purpose ofcollection of income tax on wages at the source shall be applied.

n.             **“Exchange Act”** shall mean the SecuritiesExchange Act of 1934, as amended.

o.             **“Fair Market Value”** shall mean, withrespect to Shares, the fair market value per Share on the date an option isgranted and, so long as the Shares are quoted on the National Association ofSecurities Dealers Automated Quotations (“Nasdaq”) System, the Fair MarketValue per Share shall be the closing price on the Nasdaq Stock Market as of thedate of grant of the Option, as reported in The Wall Street Journal or,if there are no sales on such date, on the immediately preceding day on whichthere were reported sales.

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p.             **“Incentive Stock Option”** shall mean anOption intended to qualify as an incentive stock option within the meaning ofSection 422 of the Code.

q.             **“Non-Employee Director”** shall mean anydirector of the Company who is not an Employee of the Company.

r.              **“Non-Statutory Stock Option”** shall mean anOption which is not an Incentive Stock Option.

s.             **“Option”** shall mean a stock option topurchase Common Stock granted to an Optionee pursuant to the Plan.

t.              **“Option Agreement”** means a writtenagreement substantially in such form or forms as the Committee (subject to theterms and conditions of the Plan) may from time to time approve, evidencing andreflecting the terms of an Option.

u.             **“Optioned Stock”** shall mean the CommonStock subject to an Option granted pursuant to the Plan.

v.             **“Optionee”** shall mean any Employee orNon-Employee Director who is granted an Option.

w.            “**Participant**” means an eligible person underthe Plan who is selected by the Committee to receive an Award under the Plan.

x.             **“Performance Award”** means a contractualright awarded pursuant to the Plan to receive a share of Common Stock (or itsvalue in cash) or a cash-denominated award which right will be forfeitable bythe Participant until the achievement of pre-established performance objectivesover a performance period.  After theright becomes nonforfeitable, any Common Stock or other consideration issued inrespect of the Performance Award will itself be nonforfeitable upon issuance.

y.             **“Plan”** shall mean this Amended and Restated2007 Incentive Stock Plan.

z.             **“Restricted Stock”** means an award of sharesof Common Stock made pursuant to the Plan that is nontransferable andforfeitable by the Participant until the completion of a specified period offuture service, the achievement of pre-established performance objectives oruntil otherwise determined by the Committee.

aa.           **“Restricted Stock Unit”** means a contractualright awarded pursuant to the Plan to receive a share of Common Stock (or itsvalue in cash) which Common Stock (or its value in cash) will itself be forfeitableby the Participant until the completion of a specified period of futureservice, the achievement of pre-established performance objectives or untilotherwise determined by the Committee.

bb.          **“Securities Act”** means the Securities Actof 1933, as in effect from time to time.

cc.           **“Shares”** shall mean shares of the CommonStock or any shares into which such Shares may be converted in accordance withSection 12 of the Plan

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dd.          **“StockAppreciation Right”**means a contractual right awarded pursuant to thePlan to receive a number of shares of Common Stock with an aggregate valueequal to the excess, if any, of (a) the Fair Market Value of the number ofShares, as specified in the Award; over (b) the exercise price for such numberof Shares, as specified in the Award, at such time as the Stock AppreciationRight is exercised.

3.**             SharesReserved.**

The maximum aggregate number of Shares reserved forissuance pursuant to the Plan shall be 4,500,000 Shares or the number of sharesof stock to which such Shares shall be adjusted as provided in Section 12 ofthe Plan.  Such number of Shares may beset aside out of authorized but unissued Shares not reserved for any otherpurpose, or out of issued Shares acquired for and held in the treasury of theCompany from time to time.

Shares subject to, but not sold or issued under, anyOption or Award terminating, expiring or canceled for any reason prior to itsexercise in full, shall again become available for Options or Awards thereaftergranted under the Plan, and the same shall not be deemed an increase in thenumber of Shares reserved for issuance under the Plan.

Awards that can only besettled in cash shall not result in a charge against the aggregate number ofShares available for issuance. For purposes of determining the maximum numberof shares available for issuance under the Plan, Awards that may be settled inShares shall initially cause the available reserve to be reduced by the maximumnumber of Shares that may be issued in connection with the Award. Notwithstandingthe foregoing, any Shares not actually issued at exercise or settlement shallagain be available for issuance under the Plan.

4.**             Administration of thePlan.**

a.             The Plan shall beadministered by a Committee designated by the Board of Directors to administerthe Plan and comprised of not less than two directors, each of whom is aDisinterested Person.  In addition, eachdirector designated by the Board of Directors to administer the Plan shall bean “outside director” as defined in the Treasury regulations issued pursuant toSection 162(m) of the Code.  Members ofthe Committee shall serve for such period of time as the Board of Directors maydetermine or until their resignation, retirement, removal or death, if sooner.  From time to time the Board of Directors mayincrease the size of the Committee and appoint additional members thereto,remove members (with or without cause) and appoint new members in substitutiontherefore or fill vacancies however caused.

b.             Subject to theprovisions of the Plan, the Committee shall have the authority, in itsdiscretion:  (i) to grant Awards,Incentive Stock Options in accordance with Section 422 of the Code, orNon-Statutory Stock Options; (ii) to determine, upon review of relevantinformation, the Fair Market Value per Share; (iii) to determine the exerciseprice of the Options to be granted in accordance with

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Section7(c) of the Plan and the exercise price of the Stock Appreciation Rights to begranted in accordance with Section 9 of the Plan; (iv) to determine the Employeesor Non-Employee Directors to whom, and the time or times at which, Awards orOptions shall be granted, and the number of Shares subject to each Award orOption; (v) to prescribe, amend and rescind rules and regulations relating tothe Plan subject to the limitations set forth in Section 13 of the Plan; (vi)to determine the terms and provisions of each Award or Option granted toParticipants or Optionees under the Plan and each Award Agreement or OptionAgreement (which need not be identical with the terms of other Awards, Options,Award Agreements and Option Agreements) and, with the consent of theParticipant or Optionee, to modify or amend an outstanding Award, Option, AwardAgreement or Option Agreement; (vii) to accelerate the exercise date of anyOption or the vesting date of any Award; (viii) to determine whether anyParticipants or Optionee will be required to execute a stock repurchaseagreement or other agreement as a condition to the exercise of an Option orAward, and to determine the terms and provisions of any such agreement (whichneed not be identical with the terms of any other such agreement) and, with theconsent of the applicable Participant or Optionee, to amend any such agreement;(ix) to interpret the Plan or any agreement entered into with respect to thegrant or exercise of Awards or Options; (x) to authorize any person to executeon behalf of the Company any instrument required to effectuate the grant of anAward or Option previously granted or to take such other actions as may benecessary or appropriate with respect to the Company’s rights pursuant toAwards or Options or agreements relating to the grant or exercise thereof; and(xi) to make such other determinations and establish such other procedures asit deems necessary or advisable for the administration of the Plan.  Notwithstanding anything else herein, theCommittee shall not have the authority to adjust or amend the exercise price ofany Options previously awarded to any Optionee, whether through amendment,cancellation, replacement grant or other means.

c.             All decisions,determinations and interpretations of the Committee shall be final and bindingon all Participants and Optionees and any other holders of any Awards orOptions granted under the Plan.

d.             The Committee shallkeep minutes of its meetings and of the actions taken by it without ameeting.  A majority of the Committeeshall constitute a quorum, and the actions of a majority at a meeting,including a telephone meeting, at which a quorum is present, or acts approvedin writing by a majority of the members of the Committee without a meeting,shall constitute acts of the Committee.

e.             The Company shallpay all original issue and transfer taxes with respect to the grant of Awardsor Options and/or the issue and transfer of Shares pursuant to the exercisethereof, and all other fees and expenses necessarily incurred by the Company inconnection therewith; provided, however, that

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theperson exercising an Award or Option shall be responsible for all payroll,withholding, income and other taxes incurred by such person in respect of theexercise of an Award or Option or transfer of Shares.

5.**             Eligibility.**

a.             Non-StatutoryStock Options and Awards may be granted under the Plan to Employees andNon-Employee Directors; Incentive Stock Options may be granted under the Planonly to Employees.

b.             AnEmployee or Non-Employee Director who has been granted an Award or Option may,if he or she is otherwise eligible, be granted additional Awards or Options.

6.**             Optionsfor Non-Employee Directors.**

Non-Employee Directors may be granted Options in accordance with thisSection 6 or Awards in accordance with Exhibit 1 to the Plan, as determined bythe Committee from time to time.

If an Optionee ceases toserve as a Non-Employee Director for any reason, he or she may thereafterexercise his or her Option, to the extent he or she was entitled to do so atthe date of such cessation, at any time before the earlier of (a) the fifthanniversary of the cessation date and (b) the date on which the respectiveOption would have expired if the Optionee had not ceased to serve as aNon-Employee Director.

To the extent that anOptionee who is a former Non-Employee Director does not exercise his or herOptions (which he or she was entitled to exercise) within the applicable timeperiod specified herein, the Option shall terminate. The consideration to bepaid for the Shares to be issued upon exercise of an option by a Non-EmployeeDirector shall consist of (a) cash or check or (b) subject to approval by theCommittee, cash, check, broker’s commitment to pay, or Common Stock held by theOptionee for at least six months, or some combination thereof.

7.**             Terms and Conditions ofOptions.**

Options granted pursuant tothe Plan by the Committee shall be either Incentive Stock Options orNon-Statutory Stock Options and shall be evidenced by an Option Agreementproviding, in addition to such other terms as the Committee may deem advisable,the following terms and conditions:

a.             Time of GrantingOptions.  The date of grant of anOption be the date on which the Committee makes the determination granting suchOption.  Notice of the determinationshall be given to each Optionee within a reasonable time after the date of suchgrant.

b.             Number of Shares.  Each Option Agreement shall state the numberof Shares to which it pertains and whether such Option is intended toconstitute an Incentive Stock Option or a Non-Statutory Stock Option, provided,however, that the maximum number of Shares to which Options may be granted duringa single fiscal year of the Company to any one Employee or Non-EmployeeDirector shall not exceed 100,000 Shares and the maximum number of Shares towhich Options may be granted during a single fiscal year of the Company to allEmployees and Non-Employee Directors shall not exceed

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500,000Shares.  If an Option held by an Employeeor Non-Employee Director is canceled, the canceled Option shall continue to becounted against the maximum number of Shares for which Options may be grantedto such Employee or Non-Employee Director and any replacement Option granted tosuch Employee or Non-Employee Director shall also count against such limit.

c.             ExercisePrice.  The exercise price per Sharefor the Shares to be issued pursuant to the exercise of an Option shall be suchprice as is determined by the Committee; provided, however, that with respectto both Non-Statutory Stock Options and Incentive Stock Options such priceshall in no event be less than 100% of the Fair Market Value per Share on thedate of grant, except that the Committee may specifically provide that theexercise price of an Option may be higher or lower in the case of an Optiongranted to employees of a company acquired by the Company in assumption andsubstitution of options held by such employees at the time such company isacquired.

In the case of an Incentive Stock Option granted toan Employee who, at the time the Incentive Stock Option is granted, owns or isdeemed to own (by reason of the attribution rules applicable under Sec­tion424(d) of the Code) stock possessing more than 10% of the combined voting powerof all classes of stock of the Company, the exercise price per Share shall beno less than 110% of the Fair Market Value per Share on the date of grant.

d.             Medium and Timeof Payment.  Except in the case ofNon-Employee Directors, which shall be governed by Section 6, the considerationto be paid for the Shares to be issued upon exercise of an Option and to bepaid to satisfy any withholding tax obligation incident thereto, including themethod of payment, shall be determined by the Committee and, subject toapproval by the Committee, may consist entirely or in any combination of cash,check, a commitment to pay by a broker or Shares held by the Optionee orissuable upon exercise of the Option, or such other consideration and method ofpayment permitted under any laws to which the Company is subject.  In the case of an Incentive Stock Option,such provision shall be determined on the date of the grant.

e.             Term of Options.  The term of an Incentive Stock Option may beup to 10 years from the date of grant thereof; provided, however, thatfollowing stockholder approval of the amendments to this Plan at the 2007annual meeting of stockholders, the maximum term for all subsequent grantsshall be seven years from the date of grant, and provided further, that theterm of an Incentive Stock Option granted to an Employee who, at the time theIncentive Stock Option is granted, owns or is deemed to own (by reason of theattribution rules of Section 424(d) of the Code) stock possessing more than 10%of the total combined voting power of all classes of stock of the Company,shall be five years from the date of grant thereof or such shorter term as maybe provided in the Option.

The term of a Non-Statutory Stock Option, in thecase of an Employee, may be up to 10 years from the date such Employee firstbecomes vested in any portion of an Option award; and in the

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caseof Non-Employee Director, may be up to 10 years from the date of grant thereof,provided that following stockholder approval of the amendments to this Plan atthe 2007 annual meeting of stockholders, the maximum term for all subsequentgrants to Employees shall be seven years from the date such Employee firstbecomes vested in any portion of an Option award and the maximum term for allsubsequent grants to Non-Employee Directors shall be seven years from the dateof grant.

The term of any Option may be less than the maximumterm provided for herein as specified by the Committee upon grant of the Optionand as set forth therein.

f.              Maximum Amountof Incentive Stock Options.  To theextent that the aggregate Fair Market Value (determined at the time anIncentive Stock Option is granted) of the Shares with respect to whichIncentive Stock Options are exercisable for the first time by an Optioneeduring any calendar year under all incentive stock option plans of the Companyexceeds $100,000, the Options in excess of such limit shall be treated asNon-Statutory Stock Options.

8.**             Exerciseof Option.**

a.             In General.  Any Option granted hereunder to an Employeeshall be exercisable at such times and under such conditions as may bedetermined by the Committee and as shall be permissible under the terms of thePlan, including any performance criteria with respect to the Company and/or theOptionee as may be determined by the Committee. Any Option granted hereunder to a Non-Employee Director shall beexercisable at such times and under such conditions as set forth in Section 6of the Plan.

An Option may be exercised in accordance with theprovisions of the Plan as to all or any portion of the Shares then exercisableunder an Option from time to time during the term of the Option.  However, an Option may not be exercised for afraction of a Share.

b.             Procedure.  An Option shall be deemed to be exercisedwhen written notice of such exercise has been given to the Company at itsprincipal business office in accordance with the terms of the Option Agreementby the person entitled to exercise the Option and full payment for the Shareswith respect to which the Option is exercised has been received by the Company,accompanied by any other agreements required by the terms of the Plan and/orOption Agreement or as required by the Committee and payment by the Optionee ofall payroll, withholding or income taxes incurred in connection with suchOption exercise (or arrangements for the collection or payment of such taxsatisfactory to the Committee are made). Full payment may consist of such consideration and method of paymentallowable under Section 7(d) of the Plan.

c.             Decrease inAvailable Shares.  Exercise of anOption in any manner shall result in a decrease in the number of Shares whichthereafter may be available, both for purposes of the Plan and for sale underthe Option, by the number of Shares as to which the Option is exercised.

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d.             Exercise ofStockholder Rights.  Until the Optionis properly exercised in accordance with the terms of this section, no right tovote or receive dividends or any other rights as a stockholder shall exist withrespect to the Optioned Stock.  Noadjustment shall be made for a dividend or other right for which the recorddate is prior to the date the Option is exercised, except as provided in Section12 of the Plan.

e.             Termination ofEligibility.  If an Optionee ceasesto serve as an Employee or Non-Employee Director for any reason other thandeath or permanent and total disability (within the meaning of Section 22(e)(3)of the Code) and thereby terminates his or her Continuous Employment, he or shemay, but only within one month, or such other period of time not exceedingthree months in the case of an Incentive Stock Option (or in the case of anOptionee subject to Rule 16b—3 of the Securities Exchange Act of 1934, asamended, the greater of six months from the date of the Option award or threemonths from the date of termination of employment) or six months in the case ofa Non-Statutory Stock Option, in each case as is determined by the Committee,following the date he or she ceases his or her Continuous Employment (subjectto any earlier termination of the Option as provided by its terms), exercisehis or her Option to the extent that he or she was entitled to exercise it atthe date of such termina­tion.  To theextent that he or she was not entitled to exercise the Option at the date ofsuch termination, or if he or she does not exercise such Option (which he orshe was entitled to exercise) within the time specified herein, the Optionshall terminate.  Notwithstandinganything to the contrary herein, the Committee may at any time and from time totime prior to the termination of a Non-Statutory Stock Option, with the consentof the Optionee, extend the period of time during which the Optionee mayexercise his or her Non-Statutory Stock Option following the date he or sheceases his or her Continuous Employment; provided, however, that the maximumperiod of time during which a Non-Statutory Stock Option shall be exercisablefollowing the date on which an Optionee terminates his or her ContinuousEmployment shall not exceed an aggregate of six months, that the Non-StatutoryStock Option shall not be, or as a result of such extension become, exercisableafter the expiration of the term of such Option as set forth in the OptionAgreement and, notwithstanding any extension of time during which theNon-Statutory Stock Option may be exercised, that such Option, unless otherwiseamended by the Committee, shall only be exercisable to the extent the Optioneewas entitled to exercise it on the date he or she ceased his or her ContinuousEmployment.

f.              Death orDisability Of Optionee.  If anOptionee’s Continuous Employment ceases due to death or permanent and totaldisability (within the meaning of Section 22(e)(3) of the Code) of theOptionee, the Option may be exercised within six months (or such other periodof time not exceeding one year as is determined by the Committee) following thedate of death or termination of Continuous Employment due to permanent or totaldisability (subject to any earlier termination of the Option as

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providedby its terms), by the Optionee in the case of permanent or total disability, orin the case of death by the Optionee’s estate or by a person who acquired theright to exercise the Option by bequest or inheritance, but in any case (unlessotherwise determined by the Committee) only to the extent the Optionee wasentitled to exercise the Option at the date of his or her termination ofemployment by death or permanent and total disability.  To the extent that he or she was not entitledto exercise such Option at the date of his or her termination of employment bydeath or permanent and total disability, or if he or she does not exercise suchOption (which he or she was entitled to exercise) within the time specified herein,the Option shall terminate.

g.             Expiration ofOption.  Notwithstanding anyprovision in the Plan, including but not limited to the provisions set forth inSections 8(e) and 8(f), an Option may not be exercised, under any cir­cumstances,after the expiration of its term.

h.             Conditions onExercise and Issuance.  As soon aspracticable after any proper exercise of an Option in accordance with theprovisions of the Plan, the Company shall deliver to the Optionee at theprincipal executive office of the Company or such other place as shall bemutually agreed upon between the Company and the Optionee, a certificate orcertificates representing the Shares for which the Option shall have beenexercised.  The time of issuance anddelivery of the certificate or certificates representing the Shares for whichthe Option shall have been exercised may be postponed by the Company for suchperiod as may be required by the Company, with reasonable diligence, to complywith any law or regulation applicable to the issuance or delivery of suchShares.

Options granted under the Plan are conditioned uponthe Company obtaining any required permit or order from appropriategovernmental agencies, authorizing the Company to issue such Options and Sharesissuable upon exercise thereof.  Sharesshall not be issued pursuant to the exercise of an Option unless the exerciseof such Option and the issuance and delivery of such Shares pursuant theretoshall comply with all relevant provisions of law, including, withoutlimitation, the Securities Act of 1933, as amended, the Securities Exchange Actof 1934, as amended, applicable state law, the rules and regulationspromulgated thereunder, and the requirements of any stock exchange upon whichthe Shares may then be listed, and may be further subject to the approval ofcounsel for the Company with respect to such compliance.

i.              Withholding orDeduction for Taxes.  The grant ofOptions hereunder and the issuance of Shares pursuant to the exercise thereofis conditioned upon the Company’s reservation of the right to withhold, inaccordance with any applicable law, from any compensation or other amountspayable to the Optionee any taxes required to be withheld under Federal, stateor local law as a result of the grant or exercise of such Option or the sale ofthe Shares issued upon exercise thereof. To the extent that compensation and other amounts, if any, payable tothe Optionee are insufficient to pay any taxes

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requiredto be so withheld, the Company may, in its sole discretion, require the Optionee,as a condition of the exercise of an Option, to pay in cash to the Company anamount sufficient to cover such tax liability or otherwise to make adequateprovision for the delivery to the Company of cash necessary to satisfy theCompany’s withholding obligations under Federal and state law.

9.             **Awards.**

a.             The Committee mayissue Awards (consisting of Stock Appreciation Rights, Restricted Stock,Restricted Stock Units or Performance Awards) to Employees and Non-EmployeeDirectors as set forth in Exhibit 1, which is incorporated in the Plan.

b.             The Committee mayimpose such restrictions on any Shares issued pursuant to the settlement of anyAward granted hereunder as it may deem advisable, including without limitationrestrictions under the Securities Act, under the requirements of the applicablestock exchange and under any Blue Sky or securities laws applicable to suchshares. Notwithstanding any other Plan provision to the contrary, the Companyshall not be obligated to issue, deliver or transfer Shares under the Plan, ortake any other action, unless such issuance, delivery, transfer or other actionis in compliance with all applicable laws, rules and regulations (including butnot limited to the requirements of the Securities Act, the requirement with respectto a deferral of payment recognized under Section 409A of the Code, orwithholding tax requirements). The Committee may cause a restrictive legend tobe placed on any certificate issued pursuant to the vesting of Restricted Stockor the settlement of an Award granted hereunder in such form as may beprescribed from time to time by applicable laws and regulations or as may beadvised by legal counsel.

c.             The Committee maypostpone any grant, exercise, vesting or payment of any Award for such time as theCommittee in its sole discretion may deem necessary (i) to effect, amend ormaintain any necessary registration of the Plan or Shares issuable pursuant toAwards under the securities law; (ii) to permit any action to be taken in orderto (A) list such Shares or other shares of stock of the Company on a stockexchange if Shares or other shares of stock of the Company are not then listedon such exchange or (B) comply with restrictions or regulations incident to themaintenance of a public market for its Shares or other shares of stock of theCompany, including any rules and regulations of any stock exchange on which theShares or other shares of stock of the Company are listed; (iii) to determinethat such Shares are exempt from such registration or that no action of thekind referred to in (ii)(B) above needs to be taken; (iv) to comply with anyother applicable law, including without limitation, securities law; (v) duringany such time the Company is prohibited from doing any such acts underapplicable law, including without limitation, during the course of anyinvestigation or under any contract, loan agreement or covenant or otheragreement to which the Company is a party; (vi) to otherwise comply with anyprohibition on such acts or payments during any applicable blackout period; andthe Company shall not be obligated by virtue

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ofany Award Agreement or any other provision of the Plan to recognize the grant,exercise, vesting or payment of an Award or to grant, sell or issue Shares ormake any other payments under such circumstances. Any such postponement shallnot extend the term of the Award and neither the Company nor the Committeeshall have any obligation or liability to any Participant or to any otherperson with respect to Shares or payments to which the Award shall lapsebecause of such postponement.

d.             The Plan, insofaras it provides for Awards, shall be unfunded, and the Company shall not berequired to segregate any assets that may at any time be represented by Awardsunder the Plan. Any liability of the Company or any person with respect to anyAward under the Plan shall be based solely upon any contractual obligationsthat may be created thereto. No such obligation of the Company shall be deemedto be secured by any pledge of, or other encumbrance on, any property or assetsof the Company.

e.             Notwithstanding anyother provision hereof, the Committee may grant Awards in substitution forperformance shares, incentive awards, stock awards, stock appreciation rightsor similar awards held by an individual who becomes an Employee or Non-EmployeeDirector in connection with a transaction described in Section 424(a) of theCode (or which would be so described if the substitution or assumption underthat Section had occurred) with the Company. Notwithstanding any otherprovisions of the Plan, the terms of such substitute Awards shall be as theCommittee, in its discretion, determines is appropriate.

10.**           Non-transferabilityof Options.**

Options granted under the Plan may not be sold,pledged, assigned, hypothecated, gifted, transferred or disposed of in anymanner, either voluntarily or involuntarily by operation of law, other than bywill or by the laws of descent or distribution or, if permitted of Optionsgranted under Rule 16b—3, transfers between spouses incident to a divorce.

11.**           HoldingPeriod.**

Inthe case of officers and directors of the Company, at least six months mustelapse from the date of grant of the Option to the date of disposition of theunderlying Shares.

12.**           AdjustmentUpon Change in Corporate Structure.**

a.             Subject to anyrequired action by the stockholders of the Company, the number of Sharescovered by each outstanding Award or Option, and the number of Shares whichhave been authorized for issuance under the Plan but as to which no Awards orOptions have yet been granted or which have been returned to the Plan uponcancellation or expiration of an Award or Option, as well as the exercise orpurchase price per Share covered by each such outstanding Award or Option,shall be proportionately adjusted for any increase or decrease in the number ofissued Shares resulting from a stock split or combination or the payment of astock dividend (but only on the Common Stock) or any other increase or

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decreasein the number of issued Shares effected without receipt of consideration by theCompany (other than stock awards to Employees or directors); provided, however,that the conversion of any convertible securities of the Company shall not bedeemed to have been effected without the receipt of consideration.  Such adjustment shall be made by theCommittee, whose determination in that respect shall be final, binding andconclusive.  Except as expressly providedherein, no issue by the Company of shares of stock of any class, or securitiesconvertible into shares of stock of any class, shall affect, and no adjustmentby reason thereof shall be made with respect to, the number or price of Sharessubject to the Plan, an Award or an Option.

b.             In the event of theproposed dissolution or liquidation of the Company, or in the event of aproposed sale of all or substantially all of the assets of the Company (otherthan in the ordinary course of business), or the merger or consolidation of theCompany with or into another corporation, as a result of which the Company isnot the surviving and controlling corporation, the Board of Directors shall (A)make provision for the assumption of all outstanding options and Awards by thesuccessor corporation or (B) declare that any Option or Award shall terminateas of a date fixed by the Board of Directors which is at least 30 days afterthe notice thereof to the Optionee or Participant and (i) the Board ofDirectors shall give each Optionee the right to exercise his or her Option asto all or any part of the Optioned Stock, including Shares as to which theOption would not otherwise be exercisable provided such exercise does notviolate Section 8(e) of the Plan and (ii) the Awards shall immediately becomefull vested (at target for Performance Awards) and, if applicable, exercisableand payable.

c.             Nofractional shares of Common Stock shall be issuable on account of any actionaforesaid, and the aggregate number of shares into which Shares then covered bythe Award or Option, when changed as the result of such action, shall bereduced to the largest number of whole shares resulting from such action,unless the Board of Directors, in its sole discretion, shall determine to issuescrip certificates in respect to any fractional shares, which scripcertificates, in such event shall be in a form and have such terms andconditions as the Board of Directors in its discretion shall prescribe.

13.**           StockholderApproval.**

Effectiveness of the Plan shall be subject toapproval by the stockholders of the Company within 12 months before or afterthe date the Plan is adopted; provided, however, that Awards and Options may begranted pursuant to the Plan subject to subsequent approval of the Plan by suchstockholders.  Stockholder approval shallbe obtained by the affirmative votes of the holders of a majority of votingShares present or represented and entitled to vote at a meeting of stockholdersduly held in accordance with the laws of the State of Delaware.

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14.**           Amendmentand Termination of the Plan.**

a.             Amendment andTermination.  Except as provided inSection 14(b) of the Plan, the Committee may amend or terminate the Plan fromtime to time in such respects as the Committee may deem advisable and shallmake any amendments which may be required so that Options intended to beIncentive Stock Options shall at all times continue to be Incentive StockOptions for the purpose of Section 422 of the Code; provided, however, thatwithout approval of the holders of a majority of the voting Shares present orrepresented and entitled to vote at a valid meeting of stockholders, no suchrevision or amendment shall be made that affects the ability of Options orAwards thereafter granted under the Plan to satisfy Rule 16b—3.

b.             Effectof Amendment or Termination.  Exceptas otherwise provided in Section 12 of the Plan, any amendment or terminationof the Plan shall not affect Awards or Options already granted and such Awardsor Options shall remain in full force and effect as if the Plan had not beenamended or terminated, unless mutually agreed otherwise between the Participantor Optionee and the Company, which agreement must be in writing and signed bythe Participant or Optionee and the Company. Notwithstanding anything to the contrary herein, the Plan shall not adverselyaffect, unless mutually agreed in writing by the Company and a Participant oran Optionee, the terms and provisions of any Award or Option granted prior tothe date the Plan was approved by stockholders as provided in Section 13 of thePlan.

15.**           Indemnification.**

No member of the Committee or of the Board ofDirectors shall be liable for any act or action taken, whether of commission oromission, except in circumstances involving willful misconduct, or for any actor action taken, whether of commission or omission, by any other member or byany officer, agent, or Employee.  Inaddition to such other rights of indemnifica­tion they may have as members ofthe Board of Directors, or as members of the Committee, the Committee shall beindemnified by the Company against reasonable expenses, including attorneys’fees actually and necessarily incurred in connection with the defense of anyaction, suit or proceeding, or in connection with any appeal therein, to whichthey or any of them may be a party by reason of any action taken, by commissionor omission, in connection with the Plan or any Award or Option grantedthereunder, and against all amounts paid by them in settlement thereof(provided such settlement is approved by independent legal counsel selected bythe Company) or paid by them in satisfaction of a judgment in any action, suitor proceeding, except in relation to matters as to which it shall be adjudgedin such action, suit or proceeding that such Committee member is liable forwillful misconduct in the performance of his or her duties; provided thatwithin 60 days after institution of any such action, suit or proceeding, aCommittee member shall in writing offer the Company the opportunity, at its ownexpense, to handle and defend the same.

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16.**           GeneralProvisions.**

a.             Other Plans. Nothing contained in the Plan shall prohibit the Company fromestablishing additional incentive compensation arrangements.

b.             No Enlargementof Rights.  Neither the Plan, nor thegranting of Shares, nor any other action taken pursuant to the Plan shallconstitute or be evidence of any agreement or understanding, express orimplied, that the Company will retain an Employee or a Non-Employee Directorfor any period of time, or at any particular rate of compensation.  Nothing in the Plan shall be deemed to limitor affect the right of the Company or any such corporations to discharge anyEmployee thereof at any time for any reason or no reason.  Nothing in the Plan shall in any way limit oraffect the right of the Board of Directors or the stockholders of the Companyto remove any Non-Employee Director or otherwise terminate his or her serviceas a director of the Company.

No Employee or Non-Employee Director shall have anyright to or interest in Awards or Options authorized hereunder prior to thegrant thereof to such eligible person, and upon such grant he or she shall haveonly such rights and interests as are expressly provided herein and in therelated Award Agreement or Option Agreement, subject, however, to allapplicable provisions of the Company’s Certificate of Incorporation, as thesame may be amended from time to time.

c.             Notice.  Any notice to be given to the Companypursuant to the provisions of the Plan shall be addressed to the Company incare of its Secretary (or such other person as the Company may designate fromtime to time) at its principal office, and any notice to be given to aParticipant or an Optionee to whom an Award or Option is granted hereundershall be delivered personally or addressed to him or her at the address givenbeneath his or her signature on his or her Award Agreement or Option Agree­ment,or at such other address as such Optionee or his or her transferee (upon thetransfer of the Optioned Stock) may hereafter designate in writing to theCompany.  Any such notice shall be deemedduly given when enclosed in a properly sealed envelope or wrapper addressed asaforesaid, registered or certified, and actually received by the Company.  It shall be the obligation of eachParticipant or Optionee holding Shares purchased upon exercise of an Option orgrant of an Award to provide the Secretary of the Company, by letter mailed asprovided hereinabove, with written notice of his or her direct mailing address.

d.             Applicable Law.  To the extent that Federal laws do nototherwise control, the Plan shall be governed by and construed in accordancewith the laws of the State of Delaware, without regard to the conflict of lawsrules thereof.

e.             Incentive StockOptions.  The Company shall not beliable to an Optionee or other person if it is determined for any reason by theInternal Revenue Service or any court having jurisdiction that any IncentiveStock Options are not incentive stock options as defined in Section 422 of theCode.

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f.              Information toParticipants and Optionees.  TheCompany shall provide without charge to each Participant and Optionee copies ofsuch annual and periodic reports as are provided by the Company to itsstockholders generally.

g.             Availability ofPlan.  A copy of the Plan shall bedelivered to the Secretary of the Company and shall be shown by him or her toany eligible person making reasonable inquiry concerning it.

h.             Severability.  In the event that any provision of the Planis found to be invalid or otherwise unenforceable under any applicable law,such invalidity or unenforceability shall not be construed as rendering anyother provisions contained herein as invalid or unenforceable, and all suchother provisions shall be given full force and effect to the same extent asthough the invalid or unenforceable provision was not contained herein.

i.              Nothing in thePlan shall be construed to limit the authority of the Company to exercise itscorporate rights and powers, including, by way of illustration and not by wayof limitation, the right to grant Options or Awards for proper corporatepurposes other than under the Plan to any Employee or to any other person,firm, corporation, association or other entity, or to grant Awards or Options,or assume such options or awards of any person, in connection with anyacquisition, purchase, lease, merger, consolidation, reorganization, orotherwise, of all or part of the business or assets of any person, firm,corporation, association or other entity.

17.**           EffectiveDate and Term of Plan.**

TheAmended and Restated Plan shall become effective upon stockholder approval asprovided in Section 13 of the Plan.  ThePlan shall continue in effect for a term of expiring on April 21, 2015, unlesssooner terminated under Section 14 of the Plan.

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**Certificate of CorporateSecretary**

The Secretary of GTSI Corp. (the “Company”) herebycertifies that the foregoing is a true and correct copy of the Company’sAmended and Restated 2007 Stock Incentive Plan, as approved by the Company’sstockholders on April 21, 2005, and as further amended and restated on May 3, 2007.

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**EXHIBIT 1**

A1.          Restricted Stock, Restricted Stock Unit and StockAppreciation Right Grants to Employees.

Subjectto the limitations of the Plan, the Committee may in its sole and absolutediscretion grant Restricted Stock, Restricted Stock Units and Stock AppreciationRights to such Employees, in such numbers, upon such terms and conditions andat such times as the Committee shall determine and set forth in an AwardAgreement, provided, however, that the maximum number of Shares with respect towhich Restricted Stock, Restricted Stock Units and Stock Appreciation Rightsmay be granted during a fiscal year of the Company to any one Employee orNon-Employee Director shall not exceed 250,000 Shares and the maximum number ofShares with respect to which Restricted Stock, Restricted Stock Units and StockAppreciation Rights may be granted during a fiscal year of the Company to allEmployees and Non-Employee Directors shall not exceed 500,000 Shares.

(a)  Each grant shall specify the number of Sharesto which it pertains, subject to the limitations set forth in Section 9 of thePlan.

(b)  Eachgrant shall specify the required period or periods (if any) of continuousservice by the Participant with the Company and/or any performance or otherconditions to be satisfied before the restrictions on the Restricted Stock,Restricted Stock Units or Stock Appreciation Rights (or installments thereof)shall lapse. Any grant may provide for vesting in the event of a termination ofemployment or a change in control of the Company or any other similartransaction or event. To the extent the Participant’s rights in RestrictedStock, Restricted Stock Units or Stock Appreciation Rights are forfeitable andnontransferable for a period of time, the Committee on the date of grant shalldetermine the maximum period over which the rights may become nonforfeitableand transferable, except that such period shall not exceed 10 years,provided that following stockholder approval of the amendments to this Plan atthe 2007 annual meeting of stockholders, the maximum period for all subsequentgrants shall be seven years.

(c)  Restricted Stock shall be evidenced in suchmanner as the Committee may deem appropriate, including book-entry registrationor issuance of one or more stock certificates. The Committee shall require thatany stock certificates evidencing any Restricted Stock be held in the custodyof the Company and/or bear a legend until the restrictions lapse, and that, asa condition of any Restricted Stock award, the Participant shall have delivereda stock power, endorsed in blank, relating to the Shares covered by such Award.As a condition to grant, if required by applicable law or otherwise determinedby the Committee, Participants may be required to pay a minimum purchase price.Restricted Stock is nontransferable and subject to forfeiture until therestrictions lapse.

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(d)  Restricted Stock Units represent acontractual right to receive the economic equivalent of an award of RestrictedStock. At the discretion of the Committee as set forth in the Award Agreement,Restricted Stock Units may be settled in Shares, the cash value of Shares, or acombination. No Shares will be issued at the time an award of Restricted StockUnits is made.  Stock Appreciation Rightsrepresent a contractual right to receive Shares equivalent in value to theincrease, if any, in the value of a designated number of Shares over the valueof such number of Shares as is designated in the Stock Appreciation Right Award(which shall in no event be less than the value of such number of Shares on theeffective date of the Stock Appreciation Right Award).  Stock Appreciation Rights may only be settledin the form of Shares.

(e)  Unless otherwise determined by the Committeeand except as provided in (f) below, Participants holding Restricted Stockmay exercise full voting rights and other rights as a shareholder with respectto those Shares prior to the lapse of restrictions, except that the Participantmay not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose ofShares granted pursuant to Restricted Stock. The transfer limitations set forthin the preceding sentence shall not apply after the Restricted Stock becomestransferable and no longer forfeitable. However, Participants holdingRestricted Stock Units (as opposed to Restricted Stock) and Participantsholding Stock Appreciation Rights shall not have any rights as a shareholderprior to the actual issuance of Shares.

(f)  Unless otherwise determined by the Committee,Participants holding Restricted Stock or Restricted Stock Units shall beentitled to receive all dividends (or dividend equivalents) and otherdistributions paid with respect to the Shares underlying the Awards; providedthat such dividends (or dividend equivalents) shall not be paid currently, butrather be credited to an account established for the Participant and investedin additional Restricted Stock or Restricted Stock Units on the distributiondate of the applicable dividend. The restrictions on any additional Shares orunits credited in respect of dividends (or dividend equivalents) shall becomevested and nonforfeitable, if at all, on the same terms and conditions as areapplicable in respect of the Restricted Stock or Restricted Stock Units withrespect to which such dividends (or dividend equivalents) were payable.  The provisions of this Paragraph (f) shallnot apply to Stock Appreciation Rights.

(g)  To the extent the Restricted Stock orRestricted Stock Units are designated as “performance-based” compensation underSection 162(m) of the Code, they shall be subject to the restrictions set forthin Section A3, below.

(h)  Unless an individual Award Agreement providesotherwise, if the employment of a Participant is terminated for Cause, his orher Restricted Stock, Restricted Stock Units and Stock

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Appreciation Rights shallterminate and can no longer become vested or payable as of the Participant’stermination date.

A2.          Performance Awards to Employees.

Subject to the limitationsof the Plan, the Committee may in its sole and absolute discretion grantPerformance Awards to such Employees, in such numbers, upon such terms andconditions and at such times as the Committee shall determine. PerformanceAwards may be denominated in cash (e.g. units valued at $100) or Shares.Performance Awards may be settled in cash or Shares, at the discretion of theCommittee, as set forth in the Award Agreement.

(a)  Each grant shall specify the number of Sharesor units to which it pertains, subject to the limitations set forth in Section9 of the Plan. No Shares will be issued at the time a Performance Award ismade.

(b)  Each grant shall specify the performanceconditions and required period or periods (if any) of continuous service by theParticipant with the Company to earn the Performance Awards. The Committee mayprovide that if performance relative to the performance goals exceeds targetedlevels, then the number of Performance Awards earned shall be a multiple, notin excess of 200%, of those that would be earned for target performance. Anygrant may provide for the settlement of Performance Awards in the event of atermination of employment or a Change in Control of the Company or any othersimilar transaction or event.  TheCommittee, on the date of grant, shall determine the maximum period over whichPerformance Awards may be earned, except that such period shall not exceed10 years, provided that following stockholder approval of the amendmentsto this Plan at the 2007 annual meeting of stockholders, the maximum period forall subsequent grants shall be seven years.

(c)  Unless otherwise determined by the Committee,Participants holding Performance Awards shall not have any rights as ashareholder prior to the actual issuance of Shares, if applicable.

(d)  To the extent the Performance Awards are designatedas “performance-based” compensation under Section 162(m) of the Code, theyshall be subject to the restrictions set forth in Section A3, below.

(e) Unlessan Award Agreement provides otherwise, if the employment of a Participant isterminated for Cause, his or her Performance Awards shall terminate and nolonger be payable or settled as of the Participant’s termination date.

A3.          Qualified Performance-Based Awards.

TheCommittee may designate whether any Award granted to a Covered Employee isintended to qualify as “performance-based compensation” within the meaning ofSection 162(m) of the Code.

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(a)  Any Award designated as intended to beperformance-based compensation shall be, to the extent required by Section162(m) of the Code, either (1) conditioned upon the achievement of one ormore of the following performance measures or (2) granted based upon theachievement of one or more of the following performance measures: totalshareholder return, stock price, operating earnings, net earnings, return onequity or capital, income, level of expenses or growth in revenue.  Performance goals may be established on aCompany-wide basis or with respect to one or more business units or divisionsor subsidiaries. The targeted level or levels of performance (which may includeminimum, maximum and target levels of performance) with respect to suchperformance measures may be established at such levels and in such terms as theCommittee may determine, in its discretion, including in absolute terms, as agoal relative to performance in prior periods, or as a goal compared to theperformance of one or more comparable companies or an index covering multiplecompanies. When establishing performance goals for a performance period, theCommittee may exclude any or all “extraordinary items” as determined under U.S.generally accepted accounting principles including, without limitation, thecharges or costs associated with restructurings of the Company, discontinuedoperations, other unusual or non recurring items, and the cumulative effects ofaccounting changes. Only in the case of employees who are not CoveredEmployees, the Committee may also adjust the performance goals for anyperformance period as it deems equitable in recognition of unusual ornon-recurring events affecting the Company, changes in applicable tax laws oraccounting principles, or such other factors as the Committee may determine;including, without limitation, any adjustments that would result in the Companypaying non-deductible compensation to a Participant.

(b)  Any Award that is intended to qualify as “performance-basedcompensation” shall also, to the extent required by Section 162(m) of theCode,  be subject to the following:

(i) No later than90 days following the commencement of each performance period (or suchother time as may be required or permitted by Section 162(m) of the Code), theCommittee shall, in writing, (1) grant a target number of Shares or units,(2) select the performance goal or goals applicable to the performance periodand (3) specify the relationship between performance goals and the numberof Shares or units that may be earned by a Participant for such performanceperiod.

(ii) Following thecompletion of each performance period, the Committee shall certify in writingwhether the applicable performance targets have been achieved and the number ofunits or Shares, if any, earned by a Participant for such performance period.

(iii) In determining thenumber of units or Shares earned by a Participant for a given performanceperiod, subject to any applicable Award Agreement, the Committee shall have theright to reduce (but not increase) the amount earned at a given level ofperformance to take into account additional factors

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that the Committee may deem relevant to theassessment of individual or corporate performance for the performance period.

A4.          Awards to Non-Employee Directors.

(a) AnnualGrant. Following the close of business of the Company on the date of the annualmeeting of shareholders of the Company held each year during the term of thePlan, commencing after the 2005 annual meeting of shareholders, eachNon-Employee Director who is eligible to receive an Award under the Plan shallbe granted such number of Shares of Restricted Stock, Restricted Stock Units,Stock Appreciation Rights, or other forms of long-term compensation availableunder the Plan, as the Board of Directors, in its sole discretion, shalldetermine.

(b) AdditionalGrants Upon Other Election or Appointment to the Board. In addition, theCommittee shall have discretion to grant Awards to any Non-Employee Directorwho is appointed or elected to the Board of Directors at any time other than atthe annual meeting of shareholders of the Company.

(c) Awardsgranted to Non-Employee Directors may or may not have similar terms as Awardsto Employees.

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