Stock Purchase Agreement

     THIS STOCK PURCHASE AGREEMENT ("Agreement") made this 20th day of November,
1998, among  ____________________ (the "Seller"),  Telos Corporation, a Maryland
corporation  (the  "Purchaser"),  and John B. Connor,  Escrow Agent (the "Escrow
Agent").

                                        RECITALS

     The  Seller is the  owner of _____  shares  of Telos  Corporation's  twelve
percent (12%) cumulative  exchangeable,  redeemable,  preferred stock, par value
one penny  ($.01) per share (the  "Public  Preferred  Stock"),  with such shares
owned by Seller hereinafter referred to as "Seller's Shares".

     The parties have agreed upon the purchase and sale of such Public Preferred
Stock under the terms and conditions contained in this Agreement.

     It is therefore agreed:

     1. Sale. The Seller shall sell and the Purchaser  shall purchase all of the
Seller's  shares in the  Public  Preferred  Stock at the  price of Four  Dollars
($4.00) per share.

     2.  Escrow  Deposit.  Within  five (5) days  after  the  execution  of this
Agreement,  the Seller will  deposit  with the Escrow  Agent a  certificate  for
Seller's shares in the Public Preferred Stock,  endorsed in blank.  Upon receipt
by the Escrow Agent of all  certificates  representing the Seller's Shares to be
purchased in this offer, the Purchaser will deposit within two (2) days with the
Escrow Agent the funds to purchase all of said Seller's Shares. If the condition
set forth in  paragraph  3 is  satisfied  on or before  December  1st and if the
Escrow Agent shall  receive  written  notice  thereof  from the  Purchaser on or
before  that date,  the Escrow  Agent  shall  promptly  thereafter  deliver  the
certificate  for such  shares  to the  Purchaser,  and shall pay the sum for the
shares specified in paragraph 1 above to the Seller.  If the condition set forth
in paragraph 3 is not  satisfied or waived on or before  December 1st, or if the
Escrow Agent shall not receive written notice of that fact from the Purchaser on
or before that date,  the Escrow  Agent shall  promptly  thereafter  deliver the
certificate for such shares to the Seller,  and shall pay the sum for the shares
specified in  paragraph 1 above  (provided  the funds have been  received by the
Escrow Agent) to the Purchaser.  Upon the performance by the Escrow Agent of its
obligations hereunder,  all obligations of the Escrow Agent and of the Purchaser
and Seller shall cease.

     3. Conditions precedent. The obligations of the Purchaser to buy the Public
Preferred Stock are conditioned upon the Purchaser having the funds to do so and
the Purchaser being satisfied with  Shareholder's  title to the Public Preferred
Stock tendered pursuant to the Stock Purchase Agreement.

     4. Notice.  All notices  pursuant to this Agreement shall be in writing and
shall be sufficient if delivered,  sent or mailed  registered or certified mail,
postage prepaid, or by personal delivery as follows:

     If to Escrow Agent:                John B. Connor, Escrow Agent
                                        John B. Connor, P.L.C.
                                        1033 North Fairfax St. #310
                                        Alexandria, VA 22314
 

     If to Seller:                      __________________________

                                        __________________________

                                        __________________________


     If to Purchaser:                   Telos Corporation
                                        19886 Ashburn Road
                                        Ashburn, VA 20147

<PAGE>
 
     5. Waiver.  Any condition in paragraph 3 of this  agreement is deemed to be
exclusively  for the  benefit of  Purchaser,  and the  Purchaser  shall have the
right,  but not the obligation,  to waive said  contingency  upon giving written
notice to Escrow Agent in  accordance  with the procedure set forth in paragraph
2.

     6.  Benefit.  This  agreement  shall be binding upon and shall inure to the
benefit of the parties, their legal representative, successors, and assigns.

     IN WITNESS WHEREOF, the parties have signed this agreement.


ATTEST:                                SELLER


                                                                       
                                       Name:                           
                                       Address:                        
                                                                       

                                                Telos Corporation
ATTEST:/s/ Gerald D. Calhoun


                                        By:/s/William L.P. Brownley
                                        Name:William L.P. Brownley
                                        Title:Vice President & General Counsel


<PAGE>                                              
                                        ESCROW AGREEMENT

     THIS ESCROW AGREEMENT  ("Agreement") made this 20th day of November,  1998,
by and  between  TELOS  CORPORATION  (the  "Purchaser")  and JOHN B. CONNOR (the
"Escrow Agent") for the benefit of the Purchaser and various  shareholders  (the
"Shareholders") of the Twelve Percent (12%) Cumulative Exchangeable, Redeemable,
Preferred  Stock,  Par Value One Penny ($.01) Per Share (the  "Public  Preferred
Stock").

                                    W I T N E S S E T H:
     WHEREAS,  some or all of the  Shareholders  and the Purchaser  have or will
enter into various Stock Purchase  Agreements dated various dates (the "Purchase
Agreements"),  for the sale of certain shares of the Public  Preferred  Stock, a
copy of which form Purchase Agreement has been delivered to the Escrow Agent, is
attached hereto as Exhibit A, and the terms of which are incorporated  herein by
reference  (all  terms not  otherwise  defined  herein  shall  have the  meaning
attributed thereto in the Purchase Agreement); and

     WHEREAS,  Paragraph  2 of the  Purchase  Agreement  provides,  among  other
things,  that the  Shareholders  will deposit share  certificates  of the Public
Preferred Stock, endorsed in blank, with the Escrow Agent; and

     WHEREAS,  Paragraph  2 of the  Purchase  Agreement  provides,  among  other
things,  that the Purchaser will deposit funds with the Escrow Agent to purchase
all of the shares;

     NOW,  THEREFORE,  in  consideration  of the promises  made herein and other
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties agree as follows:

     1. Deposit of Share  Certificates and Purchase Funds.  Within ten (10) days
after the execution of the various Purchase Agreements, each of the Shareholders
will deposit with the Escrow Agent their certificate for the number of shares of
the Public Preferred Stock listed below,  endorsed in blank. Upon receipt by the
Escrow Agent of all certificates representing the shares to be purchased in this
offer,  the Escrow Agent will notify Purchaser and the Purchaser will thereafter
deposit with the Escrow Agent the funds to purchase all of said shares.

     2.  Disposition  of  Share  Certificates  and  Purchase  Funds.  (a) If the
condition  set forth in Paragraph 3 is satisfied on or before  December 1st,  or
the date of any extension  thereof,  (the  "Deadline"),  and if the Escrow Agent
receives the funds  required to finalize the purchase from the Purchaser  within
fifteen (15) days after the Deadline, the Escrow Agent shall promptly thereafter
deliver the  certificates  for such shares to the  Purchaser,  and shall pay the
sums for the  purchase to each of the  Shareholders  as required by the Purchase
Agreements. (b) If the condition set forth in Paragraph 3 is not satisfied on or
before the Deadline,  or if the Escrow Agent has not received  written notice of
waiver of such  condition  from the Purchaser on or before that date, the Escrow
Agent shall promptly  thereafter deliver the certificates for such shares to the
Shareholders,  and shall pay all funds received from Purchaser to the Purchaser.
(c) If the Purchaser waives the condition precedent in Paragraph 3 and instructs
the Escrow Agent to proceed with the purchase even though all Shareholders  have
not agreed thereto,  Purchaser shall forthwith deliver the funds required by the
Purchase Agreement to the Escrow Agent, whereupon the Escrow Agent shall deliver
the  shares  he has  received  to  Purchaser  and  distribute  the  funds to the
Shareholders as required by the Purchase Agreements. (d) Upon the performance by
the Escrow Agent of its  obligations  hereunder,  all  obligations of the Escrow
Agent and of the Purchaser and Shareholders hereunder shall cease.

     3. Conditions precedent. The obligations of the Purchaser to buy the Public
Preferred Stock are conditioned upon the Purchaser having the funds to do so and
the Purchaser being satisfied with  Shareholder's  title to the Public Preferred
Stock tendered pursuant to the Stock Purchase  Agreement.  Purchaser agrees that
it will diligently seek and use its best efforts to acquire the Public Preferred
Stock from the Shareholders.

     4. Notwithstanding any provision herein to the contrary, Purchaser reserves
the right to terminate  the Purchase  Agreements  and not proceed with the stock
purchases at any time up to the delivery of funds to the Escrow Agent.

     5.  Extension of Deadline.  The Purchaser  reserves the right to extend the
Deadline, in its sole and absolute discretion.
<PAGE>

     6. Limitations of Liability.  The foregoing instructions are subject to the
following provisions:

     6.1 Depository  Duty. The Escrow Agent will be liable as a depository only,
and will  not be  responsible  for the  sufficiency  or  accuracy  of the  form,
execution,  or  validity  of  any  document  delivered  to it  hereunder  or any
description  of the property or other thing  contained  therein or the identity,
authority,  or rights of the persons  executing or delivering,  or purporting to
execute or deliver,  any such document.  The Escrow Agent's duties hereunder are
limited to the  safekeeping and the delivery of the shares and purchase funds in
accordance  with this  Agreement.  The Escrow  Agent  shall not be liable in the
event of bank failure.

     6.2  Standard of Care.  The Escrow  Agent will not be liable for any act or
omission done in good faith, or for any claim,  demand,  loss, or damage made or
suffered by any party to this  Agreement,  unless it arose through or was caused
by the Escrow Agent's willful misconduct or gross negligence.

     6.3 Reliance.  The Escrow Agent shall in all cases be entitled to rely upon
and be fully  protected  in acting  or in  refraining  from  acting  under  this
Agreement in accordance with any and all written notices,  demands,  directions,
orders, or other documents  received by it in accordance with this Agreement and
believed  by it to be genuine and correct and to have been signed or sent by the
proper person.

     6.4  Substitution  of Escrow  Agent.  If for any reason the Escrow Agent is
unable to serve hereunder, a successor shall be appointed by mutual agreement of
the Shareholders and the Purchaser.

     6.5  Modification.  This  Agreement  is the only  agreement  binding on the
Escrow  Agent  relating to the deposit of shares and the deposit of the purchase
funds,  and the  Escrow  Agent  may rely  absolutely  on this  Agreement  to the
exclusion  of any  and  all  other  agreements  between  the  Purchaser  and the
Shareholders.

     7.  Compensation  of  Escrow  Agent.  The  Escrow  Agent  shall  be paid by
Purchaser the amount of Two Hundred and Twenty-Five  Dollars  ($225.00) per hour
for his service within thirty (30) days of rendering an invoice to Purchaser.

     8. Miscellaneous. It is further agreed as follows:

     8.1 Time. Time is of the essence of this Agreement.

     8.2 Notice. All notices or communications  required or permitted under this
Agreement  shall be in writing  and shall be deemed duly given if in writing and
delivered  personally,  or sent by reliable  overnight  delivery  service,  each
method with  written  receipt or other  evidence of delivery  requested,  to the
following addresses (or such other addresses as may be designated in writing):

     (a) if to the Shareholders:  To each at the address in the records of Telos
Corporation.

     (b)  if to the Purchaser:  Telos Corporation
                                19886 Ashburn Road
                                Ashburn, VA 20147

    (c)  if to Escrow Agent:    John B. Connor, Escrow Agent
                                John B. Connor, P.L.C.
                                1033 North Fairfax St. #310
                                Alexandria, VA 22314
<PAGE>

     The date of such  notice  shall be the date it is  received  by  Purchaser,
Shareholders or Escrow Agent, as the case may be.

     8.3 Binding  Effect.  This Agreement  shall be binding on, and inure to the
benefit of, the parties and their respective  heirs,  personal  representatives,
successors and permitted assigns.

     8.4 Governing Law. This Agreement is made pursuant to and shall be governed
,  construed  and  enforced  in all  respects  and  for all  purposes  by and in
accordance with the laws of the Commonwealth of Virginia.

     8.5   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same document.

     IN WITNESS  WHEREOF,  this Agreement has been executed and delivered on the
date written above.

ATTEST:                                   PURCHASER:
/s/ Gerald D. Calhoun
                                          Telos Corporation


                                          By:/s/ William L.P. Brownley
                                          Name:William L.P. Brownley
                                          Title:Vice President & General Counsel



Receipt of these  instructions is acknowledged and accepted this 20th day of
November, 1998.

ATTEST:                                  ESCROW AGENT:
/s/ Irene Coulter

                                         By: /s/ John B. Connor
                                         Name:_________________________________
                                         Title:________________________________