EXHIBIT 10.4



 Exhibit 10.4 
  
 AGREEMENT 
  
 THIS VOTING AGREEMENT (this “Agreement”), dated as of May     , 2004, is by and among the persons listed on
Schedule I hereto (each a “Stockholder”, and, collectively, the “Stockholders”). 
  
 WHEREAS, Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P. (collectively, “Pequot”) and Analex
Corporation, a Delaware corporation (the “Company”) have entered into a binding Summary of Terms for Financing (the “Summary of Terms”) and propose to enter into a Purchase Agreement (as the same may be amended or supplemented,
the “Purchase Agreement”) providing for the purchase by Pequot and possibly other investors of certain secured subordinated convertible promissory notes of the Company (the “Notes”) or shares of Series B convertible preferred
stock, $.02 par value per share, of the Company (the “Series B Preferred Stock”) and certain warrants to purchase Common Stock, $.02 par value per share, of the Company (the “Common Stock”) (the transactions contemplated by the
Summary of Terms and the Purchase Agreement, including without limitation the issuance of the Series B Preferred Stock and the conversion of the Notes into Series B Preferred Stock are referred to herein as the “Transactions”); 

 
 WHEREAS, certain of the Stockholders will become stockholders of the
Company in consideration of the sale of certain securities presently owned by them to the Company, which sale may occur before or after the approval of the Transactions by the stockholders of the Company; 
  
 WHEREAS, as a condition to the execution and delivery of the Summary of Terms
and the Purchase Agreement, Pequot has requested that the Stockholders enter into this Agreement; 
  
 WHEREAS, the Stockholders believe that the execution, delivery and performance of the Summary of Terms and the Purchase Agreement and the consummation of
the transactions contemplated thereby is in the best interests of the Company and its shareholders; and 
  
 WHEREAS, each Stockholder is or expects to be the record and beneficial owner, or the trustee of a trust whose beneficiaries are the beneficial owners, of
such number of shares of Common Stock and/or preferred stock of the Company, par value $0.02 per share (the “Preferred Stock”) set forth opposite such Stockholder’s name on Schedule I hereto (such shares of Common Stock and/or
Preferred Stock, as such shares may be adjusted by stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction, together with shares of Common Stock and/or
Preferred Stock that may be acquired after the date hereof by such Stockholder, including without limitation shares of Common Stock and/or Preferred Stock issued upon the exercise of options or warrants to purchase Common Stock and/or Preferred
Stock (as the same may be adjusted as aforesaid), being collectively referred to herein as the “Shares”). 
  









 NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements
contained herein, the Stockholders agree as follows: 
  
 1.
Representations and Warranties of the Stockholders. Each Stockholder hereby, severally and not jointly, represents and warrants to the other Stockholders as follows: 
  
 (a) Authority. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder. This Agreement has been duly
executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in
accordance with its terms (subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as set
forth on Schedule II hereto, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by the Stockholder of the transactions contemplated hereby will (i) require any filing with, or permit,
authorization, consent or approval of, any federal, state, local or municipal foreign or other government or subdivision, branch, department or agency thereof or any governmental or quasi-governmental authority of any nature, including any court or
other tribunal, (a “Governmental Entity”), (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, cancellation or
acceleration under, or result in the creation of any pledge, claim, lien, option, charge, encumbrance or security interest of any kind or nature whatsoever (a “Lien”) upon any of the properties or assets of the Stockholder under, any of
the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, concession, franchise, contract, agreement or other instrument or obligation (a “Contract”) to which the Stockholder is a party or by which
the Stockholder or any of the Stockholder’s properties or assets, including the Stockholder’s Shares, may be bound or (iii) violate any judgment, order, writ, preliminary or permanent injunction or decree (an “Order”) or any
statute, law, ordinance, rule or regulation of any Governmental Entity (a “Law”) applicable to the Stockholder or any of the Stockholder’s properties or assets, including the Stockholder’s Shares. 
  
 (b) The Shares. Subject to the terms of this Agreement, the
Stockholder’s Shares and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder. Except as set forth on
Schedule II hereto, the Stockholder has good and marketable title to such Shares, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder. The
Stockholder owns of record or beneficially no Common Stock or other voting interest in the Company other than such Stockholder’s Shares and shares of Company Common Stock issuable upon the exercise of options and warrants, in each case as set
forth on Schedule I hereto. 
  
 2. Board Approval.
Each Stockholder understands and acknowledges that the Board of Directors of the Company has, to the extent required by applicable law, duly and validly 

  

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authorized and approved, this Agreement, the Summary of Terms and the transactions contemplated hereby, thereby and by the Purchase Agreement. 
  
 3. Agreements of Each Stockholder. Each Stockholder, severally and not
jointly, agrees as follows: 
  
 (a) Until the Transactions are
consummated or the Purchase Agreement is terminated in accordance with its terms, the Stockholder shall not, (i) except as otherwise expressly provided herein, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract,
option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares to any person, (ii) enter into or exercise its rights under any voting
arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations
hereunder or the transactions contemplated hereby. 
  
 (b) At any
meeting of Stockholders of the Company called to vote upon the Transactions or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Transactions or
which is necessary to consummate the Transactions is sought, each Stockholder shall, including by executing a written consent if requested by the Company, vote (or cause to be voted) such Stockholder’s Shares in favor of the Transactions.

  
 (c) Each Stockholder understands, acknowledges and agrees that
Pequot is entering into the Summary of Terms and the Purchase Agreement in reliance upon the execution and delivery of this Agreement by each Stockholder and the agreements of the Stockholders herein. 
  
 4. Grant of Irrevocable Proxy Coupled with an Interest; Appointment of
Proxy. 
  
 (a) Each Stockholder hereby irrevocably grants to,
and appoints Sterling E. Phillips, Jr., and any other individual who shall hereafter be designated by the Stockholders, and each of them, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name,
place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of Stockholders of the Company or at any adjournment thereof or in any other circumstances upon
which their vote, consent or other approval is sought in favor of the Transaction, the adoption by the Company of the Summary of Terms, the Purchase Agreement and the approval of the other transactions contemplated by the Summary of Terms and the
Purchase Agreement; including, without limitation, the conversion of the Notes into Series B Preferred Stock, the issuance and exercise of the Warrants and the approval of the issuance of the maximum number of shares of Common Stock issuable on
conversion of the Notes and the Series B Preferred Stock and the exercise of the Warrants. 
  

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 (b) Each Stockholder represents that any proxies heretofore given in respect of such Stockholder’s
Shares are not irrevocable, and that any such proxies are hereby revoked. 
  
 (c) Each Stockholder hereby affirms that the proxy set forth in this Section 4 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Such
Stockholder hereby further affirms that the irrevocable proxy is given in connection with the execution of the Summary of Terms and the Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such
Stockholder under this Agreement. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance
with the provisions of Section 212(e) of the Delaware General Corporation Law. 
  
 5. Transfers of Shares. During the term of this Agreement, no Stockholder shall Transfer any Shares unless the Person receiving Transfer of such Shares executes an Instrument of Accession in the form attached
hereto as Exhibit A agreeing to be bound by the terms of this Agreement. As used herein, “Transfer” shall mean and include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request,
devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether
voluntary or by operation of law, directly or indirectly, of any of the Securities. 
  
 6. Further Assurances. Each Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other
instruments as the Company or Pequot may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and to vest the power to vote such Stockholder’s Shares as contemplated by Section 4.

  
 7. Termination. This Agreement, and all rights and
obligations of the parties hereunder, shall terminate upon the earliest to occur of the following events: (a) approval of the Transactions by the stockholders of the Company, (b) the termination of the Purchase Agreement in accordance with its
terms, (c) if the Purchase Agreement is not executed and delivered, upon the expiration of the Summary of Terms and any extensions thereof, and/or (d) the one year anniversary of the date hereof. Nothing in this Section 7 shall relieve any
Stockholder from liability for willful breach of this Agreement. 
  
 8. General. 
  
 (a) Counterparts. This
Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties,
it being understood that all parties need not sign the same counterpart. 
  

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 (b) Entire Agreement; Third-Party Beneficiaries. Each party hereby acknowledges that no other
party or any other person or entity has made any promises, warranties, understandings or representations whatsoever, express or implied, not contained in this Agreement and acknowledges that it has not executed this Agreement in reliance upon any
such promises, representations, understandings or warranties not contained herein and that this Agreement supersedes all prior agreements and understandings between the parties with respect thereto. There are no promises, covenants or undertakings
other than those expressly set forth or provided for in this Agreement. Pequot shall be a third party beneficiary of the rights and benefits of this Agreement. This Agreement is not intended to confer upon any person other than the parties hereto
and Pequot any rights or remedies hereunder. 
  
 (c) Governing
Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law. 
  

(d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. 
  
 (e) Notices.
All notices and other communications required or permitted hereunder shall be in writing. Notices shall be delivered personally, via recognized overnight courier (such as Federal Express, DHL or Airborne Express) or via certified or registered mail.
Notices may be delivered via facsimile or e-mail, provided that by no later than two days thereafter such notice is confirmed in writing and sent via one of the methods described in the previous sentence. Notices shall be addressed to the address of
each Stockholder as is set forth on the books and records of the Company, or at such other address or facsimile number as such Stockholder shall have furnished in writing to the other parties hereto. All notices shall be effective upon receipt.

  
 (f) Severability Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the greatest extent possible to carry
out the intentions of the parties hereto. 
  
 (g) Delays or
Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such
nonbreaching or nondefaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or thereafter occurring. 
  
 (h) Facsimile Signatures. Any signature page delivered by a fax machine shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any
amendment thereto. 
  

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 (i) Amendment and Waiver. This Agreement may be amended by the parties hereto by execution of an
instrument in writing signed on behalf of the Stockholders holding a majority of Shares held by all of the Stockholders. Any amendment signed by the Stockholders holding a majority of Shares held by all of the Stockholders shall bind all of the
Stockholders. Any action, extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. An action, extension or waiver signed by the Stockholders holding a
majority of Shares held by all of the Stockholders shall bind all of the Stockholders. 
  
 9. Stockholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as
such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder’s Shares and nothing
herein shall limit or affect any actions taken by a Stockholder in its capacity as an officer or director of the Company to the extent specifically permitted by the Purchase Agreement or as otherwise required by law. 
  
 10. Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in a court of the United States. This being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the
parties hereto waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the transactions contemplated hereby. 
  

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 IN WITNESS WHEREOF, each party hereto has signed this Agreement as of the date first written above.

  

			
	 COMMON STOCKHOLDERS:

		
	 By:
	 	 /s/ Sterling E. Phillips, Jr. 

	 	 	

	 	 	 Sterling E. Phillips, Jr.



  
 [Signature
Page to Voting Agreement] 
  









 IN WITNESS WHEREOF, each party hereto has signed this Agreement as of the date first written above.

  

			
	 COMMON STOCKHOLDERS:

		
	 By:
	 	 /s/ Peter Belford

	 	 	

	 	 	 Peter Belford



  
 [Signature
Page to Voting Agreement] 
  

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 IN WITNESS WHEREOF, each party hereto has signed this Agreement as of the date first written above.

  

			
	 COMMON STOCKHOLDERS:

		
	 By:
	 	 /s/ C.W. Gilluly

	 	 	

	 	 	 C. W. Gilluly



  
 [Signature
Page to Voting Agreement] 
  

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 IN WITNESS WHEREOF, each party hereto has signed this Agreement as of the date first written above.

  

			
	 COMMON STOCKHOLDERS:

		
	 By:
	 	 /s/ J. Richard Knop

	 	 	

	 	 	 J. Richard Knop



  
 [Signature
Page to Voting Agreement] 
  

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 IN WITNESS WHEREOF, each party hereto has signed this Agreement as of the date first written above.

  

			
	 COMMON STOCKHOLDERS:

		
	 By:
	 	 /s/ Arthur A. Hutchins

	 	 	

	 	 	 Arthur A. Hutchins



  
 [Signature
Page to Voting Agreement] 
  

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 IN WITNESS WHEREOF, each party hereto has signed this Agreement as of the date first written above.

  

			
	 COMMON STOCKHOLDERS:

		
	 By:
	 	 /s/ Joseph H. Saul

	 	 	

	 	 	 Joseph H. Saul



  
 [Signature
Page to Voting Agreement] 
  

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 IN WITNESS WHEREOF, each party hereto has signed this Agreement as of the date first written above.

  

			
	 COMMON STOCKHOLDERS:

	
	 DRG IRREVOCABLE TRUST

		
	 By:
	 	 /s/ Chand N. Gupta

	 	 	

	 	 	 Chand N. Gupta, Trustee



  
 [Signature
Page to Voting Agreement] 
  

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 IN WITNESS WHEREOF, each party hereto has signed this Agreement as of the date first written above.

  

			
	SERIES A CONVERTIBLE PREFERRED STOCKHOLDERS:
	
	 PEQUOT PRIVATE EQUITY FUND III, L.P.

	 By:
	 	 Pequot Capital Management, Inc.,
 its Investment Manager

		
	 By:
	 	 /s/ Richard Joslin

	 	 	

	 	 	       Name: Richard Joslin

	 	 	       Title:   Principal

	
	 PEQUOT OFFSHORE PRIVATE EQUITY
 PARTNERS III, L.P.

	 By:
	 	 Pequot Capital Management, Inc.,
 its Investment Manager

		
	 By:
	 	 /s/ Richard Joslin

	 	 	

	 	 	       Name: Richard Joslin

	 	 	       Title:   Principal



  
 [Signature
Page to Voting Agreement] 
  

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 SCHEDULE I 
  

					
	 STOCKHOLDER

	  	COMMON STOCK

	  	SERIES A PREFERRED
STOCK


	 Peter Belford
	  	1,038,733	  	 
	 J. Richard Knop
	  	1,074,982	  	 
	 C.W. Gilluly
	  	706,845	  	 
	 DRG Irrevocable Trust
	  	700,000	  	 
	 Pequot Private Equity Fund III, L.P.
	  	 	  	5,895,397
	 Pequot Offshore Private Equity Partners, III, L.P.
	  	 	  	831,060
	 Arthur A. Hutchins*
	  	916,230	  	 
	 Joseph H. Saul*
	  	916,230	  	 
	 Total
	  	 	  	6,726,457

  

	*	If Shares are acquired following approval of the Transactions, such Stockholder will not execute this Agreement or to vote to approve the Transactions. 

  

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 SCHEDULE II 
  
 Required Filings: 
  
 Filings with the Securities and Exchange Commission pursuant to the requirements of the Securities and Exchange Act of 1934, as amended. 
  
 Voting Agreements With Respect To the Shares: 
  
 The Stockholders’ Voting Agreement, dated as of July 18, 2003, by and among the Company
and the individuals listed on the signature pages thereto. 
  
 Holders designated
on Schedule I with an asterisk have entered into an agreement on the date hereof to acquire the number of Shares listed next to their names. 
  









 Exhibit A 
  

Form of Instrument of Accession 
 Instrument of Accession 
  
 Reference is made to
that certain Voting Agreement dated as of July 18, 2003, a copy of which attached hereto (as amended and in effect from time to time, the “Voting Agreement”), among the Stockholders (as defined therein). 
  
 The undersigned,
                                        
                                    , in order to become the owner
or holder of [identify Securities being Transferred] (the “Securities”) of Analex Corporation, a Delaware corporation (the “Company”) hereby agrees that by his, her or its execution hereof the undersigned is a Stockholder party
to the Voting Agreement subject to all of the restrictions and conditions applicable to Stockholders set forth in such Voting Agreement, and all of the Shares purchased by the undersigned in connection herewith (and any and all debt and equity of
the Company issued in respect hereof) are subject to all the restrictions and conditions applicable to such Shares as set forth in the Voting Agreement. This Instrument of Accession shall take effect and shall become a part of said Voting Agreement
immediately upon execution. 
  
 Executed as of the date set forth
below under the laws of the State of Delaware. 
  

			
	 Signature
	 	 
	 	 	

		
	 Address
	 	 
	 	 	

		
	 	 	 
	 	 	

		
	 	 	 
	 	 	

		
	 	 	 
	 	 	

		
	 Date:
	 	 _____________________