Exhibit 10.26

                             STOCKHOLDERS AGREEMENT

     STOCKHOLDERS  AGREEMENT  dated as of  October  22,  2001,  by and among OAO
Technology  Solutions,  Inc., a Delaware  corporation (the "Company"),  Terrapin
Partners   Subsidiary   LLC,  a  Delaware   limited   liability   company   (the
"Shareholder"),  and, only for the purposes of Article VII and Section 8.6, J.F.
Lehman Equity Investors I, L.P., a Delaware limited partnership ("JFLEI").

     WHEREAS,  the Company,  the  Shareholder,  Safeguard  Scientifics,  Inc., a
Delaware  corporation  ("Safeguard  Scientifics"),  Safeguard Delaware,  Inc., a
Delaware  corporation  and a wholly owned  subsidiary  of Safeguard  Scientifics
("Safeguard  Delaware"),  and  Safeguard 97 Capital,  L.P.,  a Delaware  limited
partnership of which Safeguard Delaware is the general partner, are parties to a
Stock  Purchase   Agreement,   dated  the  date  hereof  (the  "Stock   Purchase
Agreement"),  pursuant  to which the  Shareholder  acquired  on the date  hereof
5,729,356 shares of Common Stock (as defined below);

     WHEREAS,  concurrently  with the  purchase  referred to above,  on the date
hereof,  Cecile D. Barker  ("Barker")  and certain  members of management of the
Company exchanged  1,369,458 shares of Common Stock for common units of Terrapin
Partners  Holding  Company  LLC (the  "Holding  Company"),  a  Delaware  limited
liability company and the managing member of the Shareholder;

     WHEREAS,  Barker, the Shareholder and the Holding Company entered into that
certain Voting  Agreement and  Irrevocable  Proxy,  dated the date hereof,  with
respect to 1,826,400  shares of Common Stock held by Barker that are  encumbered
to secure  obligations of Barker or his affiliates  (the  "Encumbered  Shares"),
pursuant to which Barker agreed (i) to vote the Encumbered  Shares in accordance
with the  voting  instructions  given  by the  Shareholder,  (ii) to  grant  the
Shareholder  an irrevocable  proxy with respect to the Encumbered  Shares in the
event they are not voted on a matter and (iii) once the Encumbered Shares become
freely transferable,  to contribute the Encumbered Shares to the Holding Company
in exchange for a like number of common units; and

     WHEREAS, as a result of the transactions described above (collectively, the
"Transactions"),  on the date hereof,  the Shareholder will Beneficially Own (as
defined below) approximately 46% of the Total Voting Power (as defined below) of
the Company; and

     WHEREAS,  the parties hereto wish to further  establish the nature of their
relationship  and set forth their  agreement  concerning  the  governance of the
Company  following  consummation of the  Transactions as well as certain matters
relating to the Shareholder's  ownership of Voting Securities (as defined below)
of the Company.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable  consideration,  the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:


<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     1.1 Definitions. As used in this Agreement, and unless the context requires
a different meaning, the following terms have the meanings indicated:

     "Affiliate"  shall mean any Person who is an "affiliate" as defined in Rule
12b-2 of the General Rules and Regulations  under the Exchange Act. For purposes
of this  definition,  "control"  when used with  respect to any Person means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  or policies of this Person,  whether  through the
ownership  of  voting  securities,  by  agreement  or  otherwise;  and the terms
"controlling", "controlled by" and "under common control with" have the meanings
correlative to the  foregoing;  provided that the ability to vote 10% or more of
the Voting  Securities of the Company will constitute  "control" of the Company.
In addition,  for  purposes of this  definition,  any member of the  Shareholder
shall be deemed to be an  Affiliate  of the  Shareholder.  For the  avoidance of
doubt,  the Company will not be deemed to be an Affiliate of the  Shareholder or
JFLEI under this Agreement.

     "Agreement" means this  Stockholders  Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.

     Any  Person  shall be deemed to  "Beneficially  Own",  to have  "Beneficial
Ownership" of, or to be "Beneficially  Owning" any securities  (which securities
shall also be deemed  "Beneficially  Owned" by such Person) (i) that such Person
is deemed to  "beneficially  own"  within the  meaning  of Rule 13d-5  under the
Exchange Act as in effect on the date of this Agreement or (ii) that such Person
has the right to vote pursuant to a voting  agreement,  a voting  arrangement or
otherwise.

     "Board of Directors" means the Board of Directors of the Company.

     "Business Day" means any day other than a Saturday,  Sunday or other day on
which  commercial  banks in the State of New York are  authorized or required by
law or executive order to close.

     "Charter Documents" means the Restated Certificate of Incorporation and the
Amended and Restated Bylaws of the Company each as in effect on the date hereof

     "Commission" means the United States Securities and Exchange  Commission or
any similar agency then having jurisdiction to enforce the Securities Act.

     "Common  Stock" means the Common Stock,  par value $0.01 per share,  of the
Company  or any other  capital  stock of the  Company  into  which such stock is
reclassified or reconstituted and any other common stock of the Company.

     "Company" has the meaning set forth in the preamble to this Agreement.

     "Continuing   Independent  Directors"  means  members  of  the  Independent
Committee that are (i) Initial  Independent  Directors or (ii) were appointed to
the Independent Committee in accordance with the provisions of Section 2.1.

     "DGCL" has the meaning set forth in Section 2.1.

     "Exchange Act" means the United States Securities  Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

     "Governmental  Authority" means the government of any nation,  state, city,
locality  or  other  political   subdivision   thereof,  any  entity  exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining  to  government,  and  any  corporation  or  other  entity  owned  or
controlled,  through  stock or capital  ownership  or  otherwise,  by any of the
foregoing.


<PAGE>

     "Group" has the meaning set forth in Section  13(d) of the  Exchange Act as
in effect on the date of this Agreement.

     "Independent Committee" has the meaning set forth in Section 2.1.

     "Independent  Director"  means a director of the Company who (i) is not and
has not  been,  within  the  three  years  prior  to the  date of such  person's
appointment  as a  director,  an  officer,  employee  or  director of any of the
Shareholder,  JFLEI or their  Affiliates  (as  defined in Rule  12b-2  under the
Exchange  Act), in each case other than the Company,  (ii) has no affiliation or
compensation,   consulting  or   contractual   relationship   with  any  of  the
Shareholder,  JFLEI or their  Affiliates  (in each case other than the  Company)
such that a reasonable  person would regard such director as likely to be unduly
influenced by any of such Persons or any of their Affiliates (in each case other
than the  Company) and (iii) and is deemed  "independent"  pursuant to the rules
and regulations of any primary securities exchange or over-the-counter market on
which the Voting Securities of the Company are listed or traded at any time.

     "Initial Independent Directors" has the meaning set forth in Section 2.1.

     "Material  Transaction" shall mean (a) any transaction or series of related
transactions between the Company and the Shareholder,  JFLEI or their Affiliates
(i) with a value  in  excess  of  $375,000  in the  aggregate  or (ii)  which is
reasonably likely to have a material effect on the Company's business, financial
condition,  results of operations or prospects or (b) any reverse stock split by
the Company of the Voting Securities.

     "JFLEI" has the meaning set forth in the Preamble to this Agreement.

     "Person"  means any  individual,  firm,  corporation,  partnership,  trust,
incorporated or unincorporated association,  joint venture, joint stock company,
limited liability company,  Governmental  Authority or other entity of any kind,
and shall include any successor (by merger or otherwise) of such entity.

     "Purchase Transaction" has the meaning set forth in Section 3.2.

     "Restricted  Transferees" means (i) Affiliates of the Shareholder or JFLEI,
(ii) members of a Group that includes the Shareholder, JFLEI or their Affiliates
or (iii) other  Persons  that have a voting  trust,  voting  agreement or voting
arrangement with respect to any Voting Securities of the Company with any of the
Persons referred to in clauses (i) or (ii).

     "Securities  Act"  means  the  United  States  Securities  Act of 1933,  as
amended, and the rules and regulations of the Commission promulgated thereunder.

     "Shareholder" has the meaning set forth in the Preamble to this Agreement.


<PAGE>

     "Shares" means, the Voting Securities owned or to be Beneficially  Owned by
the Shareholder, including the 8,925,214 Voting Securities to be acquired by the
Purchaser pursuant to the Transactions.

     "Stock  Purchase  Agreement"  has the meaning set forth in the  recitals to
this Agreement.

     "Stockholders Meeting" has the meaning set forth in Section 5.1.

     "Total  Voting Power" shall mean the total number of votes that may be cast
in the election of directors of the Company if all Voting Securities outstanding
are treated as  outstanding  pursuant to the final  sentence of this  definition
were present and voting at a meeting held for such  purpose.  The  percentage of
the Total  Voting Power of the Company  Beneficially  Owned by any Person is the
percentage of the Total Voting Power of the Company that is  represented  by the
total  number of votes  that may be cast in the  election  of  directors  of the
Company by Voting Securities  Beneficially  Owned by such Person. In calculating
such percentage, the Voting Securities Beneficially Owned by any Person that are
not  outstanding but are subject to issuance upon exercise or exchange of rights
of conversion  or any options,  warrants or other rights  Beneficially  Owned by
such Person shall be deemed to be  outstanding  for the purpose of computing the
percentage  of  the  Total  Voting  Power   represented  by  Voting   Securities
Beneficially Owned by such Person, but shall not be deemed to be outstanding for
the purpose of computing the percentage of the Total Voting Power represented by
Voting Securities Beneficially Owned by any other Person.

     "Transactions" has the meaning set forth in the recitals to this Agreement.

     "Voting Securities" shall mean Common Stock and any other securities of the
Company that are entitled to vote  generally in the election of directors of the
Company.

     "Written Consent" has the meaning set forth in Section 5.1.

                                   ARTICLE II

                              INDEPENDENT DIRECTORS

     2.1  Independent  Committee.  The Board of  Directors  shall  establish  an
independent committee of the Board of Directors (the "Independent Committee") in
accordance with the terms and procedures set forth in the Charter  Documents and
the Delaware  General  Corporation Law (the "DGCL").  The Independent  Committee
shall consist of at least three  members of the Board of Directors.  All members
of the  Independent  Committee shall be Independent  Directors.  The Independent
Committee  shall  initially be composed of Frank B. Foster III,  Richard B. Lieb
and Yvonne Brathwaite Burke (the "Initial  Independent  Directors").  All future
members of the  Independent  Committee shall be recommended by a majority of the
Continuing  Independent  Directors to the Board of Directors for designation for



<PAGE>

election  to  theBoard of  Directors  and  designation  for  appointment  to the
Independent Committee.  The Company and the Board of Directors shall consider in
good faith the recommendations of the Continuing  Directors for such Independent
Directors,  and if such  recommendations  meet with the reasonable approval of a
majority of the Board of Directors, the Board of Directors and the Company shall
use their best efforts,  including soliciting proxies, to cause the election and
appointment  of such  members,  it being  understood  that in no event shall the
Board of  Directors  or the  Company  appoint  any  Independent  Director to the
Independent Committee if such Independent Director has not been recommended by a
majority of the Continuing  Independent  Directors as provided above;  provided,
however,  that,  if at any  point in time  there are no  Continuing  Independent
Directors,  the Board of  Directors  shall  appoint at least  three  Independent
Directors to serve on the Independent  Committee,  which  Independent  Directors
shall be deemed to be Continuing Directors for purposes of this Agreement.

     2.2 Powers of the Independent Committee. During the term of this Agreement,
notwithstanding  anything  to the  contrary  contained  in this  Agreement,  the
Company  shall not take,  approve or otherwise  ratify any Material  Transaction
without  the  consent  of at  least  a  majority  of the  Independent  Directors
constituting the entire Independent Committee.

     2.3 D&O  Insurance;  Indemnification.  The  Shareholder  shall not vote the
Voting Securities  Beneficially  Owned by it for any amendment to the provisions
in the Company's Charter Documents that deal with  indemnification of directors,
which amendment would make such provisions less favorable to such directors.  In
addition,  the  Shareholder  shall not take any action or cause any action to be
taken that would result in the Company's  policies and  procedures as to (i) the
reimbursement  of expenses of the  Independent  Directors  in  performing  their
duties as such and (ii) maintaining  directors' liability insurance policies for
Independent  Directors  to be  materially  less  favorable  to  the  Independent
Directors than those in effect on the date hereof.

                                   ARTICLE III

                                   STANDSTILL

     3.1 Standstill.  Except as otherwise  expressly  provided in this Agreement
(including this Section 3.1 and Section 3.2 hereto),  none of the Shareholder or
any of its Affiliates  shall,  directly or indirectly,  acting alone, in a Group
(other  than a Group  consisting  solely  of the  Shareholder,  JFLEI  and their
Affiliates) or in concert with others:

     (a)  by purchase or otherwise, Beneficially Own, acquire, agree or offer to
          acquire any Voting  Securities or direct or indirect rights or options
          to  Beneficially  Own Voting  Securities,  including  any voting trust
          certificates  representing  such securities (in each case,  other than
          (i) the Shares, (ii) rights,  options or warrants distributed on a pro
          rata basis to all holders of the class or classes of securities of the
          Company pursuant to distribution  that has been approved by at least a

<PAGE>

          majority  of  the  Independent   Directors   constituting  the  entire
          Independent  Committee,  (iii)  securities  acquired  from the Company
          pursuant to a rights offer, exchange offer or similar transaction made
          by the Company  which has been  approved by at least a majority of the
          Independent Directors  constituting the entire Independent  Committee;
          (iv) grants of  restricted  Voting  Securities  or options to purchase
          Voting  Securities (and the exercise  thereof) to an executive officer
          of the Company who may be deemed to be an Affiliate of the Shareholder
          or JFLEI under this  Agreement,  which grants have been approved by at
          least a majority of the Independent Directors  constituting the entire
          Independent Committee;  and (v) grants of restricted Voting Securities
          or options to purchase Voting Securities (and the exercise thereof) to
          a  nonemployee  director  of the  Company  who may be  deemed to be an
          Affiliate of the Shareholder or JFLEI under this Agreement pursuant to
          an equity  compensation  plan generally  available to all  nonemployee
          directors of the Company,  which grants have been approved by at least
          a  majority  of the  Independent  Directors  constituting  the  entire
          Independent Committee);

     (b)  enter,  propose  to enter  into,  or solicit  any  merger or  business
          combination,  tender  offer,  exchange  offer or  similar  transaction
          involving the Company,  or purchase,  acquire,  propose to purchase or
          acquire or solicit the purchase or  acquisition  of any portion of the
          business  or  assets of the  Company  if,  in each  case,  (i) in such
          transaction,  all holders of Voting  Securities of the Company are not
          treated  equally  in  terms of the  dollar  value  at  closing  of the
          consideration,  if any, to be  received  by such  holders or (ii) such
          transaction is entered into with  Affiliates,  members of a Group that
          includes the  Shareholder,  JFLEI or their Affiliates or other Persons
          that  are  acting  in  concert  with the  Shareholder,  JFLEI or their
          Affiliates to circumvent the foregoing provisions;

     (c)  make, or in any way participate in, any "solicitation" of "proxies" or
          become a  "participant"  in any "election  contest" (as such terms are
          used in the  proxy  rules  promulgated  by the  Commission  under  the
          Exchange  Act)  for  the  removal  of any  member  of the  Independent
          Committee; or

     (d)  take any action  challenging  the  validity or  enforceability  of the
          foregoing.

     3.2  Shareholder  Right  To  Acquire  Voting  Securities.   Notwithstanding
anything to the  contrary  set forth in this  Agreement  (including  Section 3.1
above),  the Shareholder and its Affiliates shall be entitled to purchase Voting
Securities (a) through market  intermediaries  in  open-market  transactions  in
amount not to exceed 5% of the Voting  Securities in the  aggregate  through all
open-market  purchases;  or (b) if (i) such  purchase  is made as a result  of a
transaction or series of  transactions (a "Purchase  Transaction")  in which the
Shareholder  and its Affiliates  acquire or offer to acquire (by tender offer or
otherwise) all of the outstanding  Voting  Securities of the Company,  (ii) such
Purchase  Transaction  is  approved  by at least a majority  of the  Independent

<PAGE>

Directors  constituting  the  entire  Independent  Committee  (so  long  as such
approval was not obtained by the Shareholder or their Affiliates in violation of
this Agreement), (iii) the consideration to be paid for the Voting Securities in
such Purchase Transaction is deemed to be fair from a financial point of view in
a written  opinion issued by an  independent  nationally  recognized  investment
banking  firm  retained  by the  Independent  Committee  and (iv) such  Purchase
Transaction is approved by holders of Voting Securities  representing at least a
majority of the outstanding  Voting Securities of the Company actually voting on
such Purchase  Transaction  (excluding for the purposes of such  calculation any
Voting Securities  Beneficially Owned by the Shareholder,  JFLEI or any of their
Affiliates or members of a Group that includes the  Shareholder,  JFLEI or their
Affiliates).

                                   ARTICLE IV

                AFTER-ACQUIRED SECURITIES; AGREEMENT TO BE BOUND

     4.1  After-Acquired  Securities.  All of the  provisions of this  Agreement
shall apply to all of the Voting Securities now Beneficially  Owned or which may
be  Beneficially  Owned,  issued or transferred  hereafter to the Shareholder in
consequence of any additional issuance,  purchase,  exchange or reclassification
of any of such Voting Securities, corporate reorganization, or any other form of
recapitalization, consolidation, merger, share split or share dividend, or which
are acquired by the Shareholder in any other manner.

                                    ARTICLE V

                              CORPORATE GOVERNANCE

     5.1  General.  From  and  after  the  execution  of  this  Agreement,   the
Shareholder shall vote the Voting Securities it Beneficially Owns at any regular
or special meeting of stockholders of the Company (a "Stockholders  Meeting") or
in any written  consent  executed in lieu of such a meeting of  stockholders  (a
"Written  Consent"),  to give  effect  at all  times to the  provisions  of this
Agreement (including,  without limitation, Article II hereof) and, to the extent
of its  ability to do so, to ensure that the  Charter  Documents  do not, at any
time  hereafter,  conflict in any respect with the provisions of this Agreement,
and will  otherwise  take all other actions within its power required to fulfill
the intent of this Agreement.

                                   ARTICLE VI

                            STOCK CERTIFICATE LEGEND

     6.1 A copy of this  Agreement  shall be filed  with  the  Secretary  of the
Company and kept with the records of the Company. Each certificate  representing

<PAGE>

Voting Securities now held or hereafter acquired by the Shareholder shall for as
long as this Agreement is effective bear a legend substantially in the following
form in addition to any other legends already set forth on such certificates:

     THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS
     OF THE  STOCKHOLDERS  AGREEMENT,  DATED OCTOBER 22, 2001, AMONG THE COMPANY
     AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE
     COMPANY'S PRINCIPAL OFFICE.

Such legend  shall be removed  only upon  transfer of the Voting  Securities  to
Persons other than JFLEI or the Restricted Transferees.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     Each of the parties  hereby  represents  and  warrants,  severally  and not
jointly, to the others as follows:

     7.1  Authority  Relative to This  Agreement.  Such party has all  necessary
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations  hereunder and to consummate the transactions  contemplated  hereby.
The execution and delivery of this Agreement by such party and the  consummation
by such party of the transactions contemplated hereby have been duly and validly
authorized by the board of directors or other governing body of such party,  and
no other  proceedings  on the part of such party are necessary to authorize this
Agreement or to consummate such  transactions.  This Agreement has been duly and
validly   executed  and   delivered   by  such  party  and,   assuming  the  due
authorization, execution and delivery by the other parties hereto, constitutes a
legal,  valid and binding  obligation  of such party,  enforceable  against such
party in accordance with its terms,  except to the extent  enforceability may be
limited by  bankruptcy,  insolvency,  moratorium or other similar laws affecting
creditors' rights generally or by general principles  governing the availability
of equitable remedies.

     7.2 No Conflict.

     (a)  The execution  and delivery of this  Agreement by such party does not,
          and the  performance  of this  Agreement  by such party shall not, (i)
          conflict with or violate the  organizational  documents of such party,
          (ii) conflict with or violate any agreement,  arrangement,  law, rule,
          regulation,  order,  judgment or decree to which such party is a party
          or by which  such  party  (or the  Shares  Beneficially  Owned by such
          party)  is bound or  affected  or (iii)  result  in any  breach  of or
          constitute a default (or an event that with notice or lapse or time or
          both would  become a default)  under,  or give to others any rights of
          termination,  amendment, acceleration or cancellation of, or result in
          the  creation  of  a  lien  or   encumbrance  on  any  of  the  Shares
          Beneficially Owned by such party pursuant to any note, bond, mortgage,
          indenture,  contract,  agreement, lease, license, permit, franchise or
          other  instrument  or  obligation to which such party is a party or by
          which such party (or the Shares  Beneficially  Owned by such party) is
          bound or  affected,  except,  in the case of clauses (ii) and (iii) of
          this  Section  7.2,  for any  such  conflicts,  violations,  breaches,
          defaults or other  occurrences which would not prevent the performance
          by such party of its material obligations under this Agreement.

     (b)  The execution  and delivery of this  Agreement by such party does not,
          and the performance of this Agreement by such party shall not, require
          any consent,  approval,  authorization or permit of, or filing with or
          notification  to, any  Governmental  Authority  except for  applicable
          requirements,  if any, of federal or state  securities  and  antitrust
          laws and except where the failure to obtain such consents,  approvals,
          authorizations  or permits,  or to make such filings or notifications,
          would  not  prevent  the  performance  by such  party of its  material
          obligations under this Agreement.


<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1 Notices. All notices,  demands or other communications  provided for or
permitted  hereunder  shall be made in  writing  and shall be by  registered  or
certified  first class  mail,  return  receipt  requested,  telecopier,  courier
service, or personal delivery.

     (a)  if to the Company:

          OAO Technology Solutions, Inc.
          7500 Greenway Center Drive
          16th floor
          Greenbelt, MD  20770
          Telecopy:  (301) 486-0135
          Attention:  Dianne R. Sagner
          General Counsel and Secretary

          with a copy to:

          Paul, Weiss, Rifkind, Wharton & Garrison
          1285 Avenue of the Americas
          New York, NY 10019-6064
          Telecopy: (212) 757-3990
          Attention:  Robert B. Schumer, Esq.

     (b)  if to the Shareholder or JFLEI:

          c/o J.F. Lehman & Company
          450 Park Avenue
          New York, NY  10022
          Telecopy:  (212) 634-1155
          Attention:  Louis N. Mintz

          with a copy to:

          Gibson Dunn & Crutcher LLP
          333 South Ground Avenue
          Los Angeles, CA  90071
          Telecopy:  (213) 229-6537
          Attention:  Kenneth M. Doran, Esq.

All such notices,  demands and other communications shall be deemed to have been
duly given when  delivered by hand, if personally  delivered;  when delivered by
courier,  if delivered by commercial  courier service;  five Business Days after
being deposited in the mail,  postage  prepaid,  if mailed;  and when receipt is
mechanically  acknowledged,  if  telecopied.  Any party  may by notice  given in
accordance with this Section 8.1 designate another address or Person for receipt
of notices hereunder.


<PAGE>

     8.2 Successors and Assigns; Third Party Beneficiaries. This Agreement shall
inure to the benefit of and be binding upon successors and permitted  assigns of
the parties hereto. This Agreement is not assignable except in connection with a
transfer of Voting Securities in accordance with this Agreement. No Person other
than the parties hereto and their  successors and permitted  assigns is intended
to be a beneficiary of this Agreement.

     8.3 Amendment and Waiver.

     (a)  No failure or delay on the part of any party hereto in exercising  any
          right,  power or remedy  hereunder  shall operate as a waiver thereof,
          nor shall any single or partial  exercise of any such right,  power or
          remedy preclude any other or further  exercise thereof or the exercise
          of any other right,  power or remedy. The remedies provided for herein
          are  cumulative  and are not  exclusive  of any  remedies  that may be
          available to the parties hereto at law, in equity or otherwise.

     (b)  Any amendment,  supplement or  modification  of or to any provision of
          this Agreement, any waiver of any provision of this Agreement, and any
          consent to any  departure by any party from the terms of any provision
          of this Agreement, shall be effective only if it is (i) approved by at
          least a majority of the Independent Directors  constituting the entire
          Independent  Committee and (ii) made or given in writing and signed by
          the  Company,   the  Shareholder   and  JFLEI.   Any  such  amendment,
          supplement,  modification, waiver or consent shall be binding upon the
          Company, the Shareholder and JFLEI.

     8.4  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  and by the parties hereto in separate  counterparts each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     8.5  Specific  Performance.  The  parties  hereto  intend  that each of the
parties have the right to seek damages or specific performance in the event that
any other party  hereto fails to perform  such  party's  obligations  hereunder.
Therefore,  if any party shall institute any action or proceeding to enforce the
provisions  hereof,  any party against whom such action or proceeding is brought
hereby  waives  any claim or defense  therein  that the  plaintiff  party has an
adequate remedy at law.

     8.6 JFLEI  Guarantee.  JFLEI shall use commercially  reasonable  efforts to
cause  the  Shareholder  to  comply  with,  and  perform,  all  its  obligations
hereunder.

     8.7  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     8.8  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF  DELAWARE,  WITHOUT  REGARD  TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF.


<PAGE>

     8.9 Severability. If any one or more of the provisions contained herein, or
the  application  thereof  in any  circumstance,  is held  invalid,  illegal  or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof shall not be in any way impaired,  unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

     8.10  Rules  of  Construction.   Unless  the  context  otherwise  requires,
references to sections or  subsections  refer to sections or subsections of this
Agreement.

     8.11 Entire Agreement. This Agreement is intended by the parties as a final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  There are no  restrictions,  promises,
representations,  warranties  or  undertakings,  other  than  those set forth or
referred  to  herein.  This  Agreement   supersedes  all  prior  agreements  and
understandings among the parties with respect to such subject matter.

     8.12 Term of Agreement.  This  Agreement  shall become  effective  upon the
execution  hereof and shall  terminate  and cease to be of any further force and
effect upon the earlier of: (i) the third  anniversary of the date hereof;  (ii)
with  respect to any Voting  Securities  Beneficially  Owned by the  Shareholder
(including the Shares),  upon the transfer of such Voting Securities to a Person
other  than  JFLEI or a  Restricted  Transferee;  (iii)  the  date on which  the
Shareholder,  together with JFLEI and any Restricted Transferee,  shall cease to
Beneficially Own Voting  Securities of the Company  representing at least 15% of
the Total Voting  Power of the  Company;  and (iv) the date on which the Company
files a Form 15 with  the  Commission,  or a  comparable  form  then in  effect,
notifying the Commission  that its filing  obligations  with the Commission have
terminated,  the  filing of which was  approved  by at least a  majority  of the
Independent Directors constituting the Independent Committee.


<PAGE>

     8.13 Further  Assurances.  Each of the parties shall, and shall cause their
respective  Affiliates  to, execute such documents and perform such further acts
as may be  reasonably  required  or  desirable  to carry out or to  perform  the
provisions of this agreement.

     IN WITNESS  WHEREOF,  the undersigned  have executed,  or have caused to be
executed, this Stockholders Agreement on the date first written above.

                                 OAO TECHNOLOGY SOLUTIONS, INC.

                                 By: /s/ Gregory A. Pratt
                                     ------------------------------------------
                                     Gregory A. Pratt
                                     President and Chief Executive Officer

                                 TERRAPIN PARTNERS SUBSIDIARY LLC

                                 By: Terrapin Partners Holding Company LLC,
                                     its managing member

                                     By: /s/ Louis N. Mintz
                                         --------------------------------------
                                         Louis N. Mintz, Managing Member

                                 J.F. LEHMAN EQUITY INVESTORS I, L.P. (only
                                 for the purpose of Article VII and Section 8.6)

                                 By: JFL Investors LLC, its sole general partner

                                     By: /s/ Donald Glickman
                                         --------------------------------------
                                         Donald Glickman, Managing Member