VICE CHAIRMAN'S AGREEMENT
                            -------------------------

This  AGREEMENT is made and entered into as of  September  25, 1997,  at Vienna,
Virginia,   by  and  between   Peter  A.  Cohen  ("Vice   Chairman"),   and  GRC
International, Inc., a Delaware corporation ("Company").

In  consideration of the mutual premises,  promises,  covenants,  and agreements
herein contained, the parties hereby agree as follows:

1.       The Position of Vice Chairman
         -----------------------------

The Vice Chairman has been elected to the position of Vice Chairman of the Board
of  Directors by the  unanimous  vote of his fellow  directors on September  25,
1997.  The Vice  Chairman  accepts his  election as Vice  Chairman and agrees to
serve as Vice  Chairman  until such time as he chooses to resign or the Board of
Directors elects a new Vice Chairman or decides not to have a Vice Chairman. The
Vice Chairman  will continue to be a member of the Board of Directors,  and will
continue to be an independent  outside director,  in recognition of his being an
independent contractor and not an employee of the Company.

2.       Compensation; Independent Contractor Status
         -------------------------------------------

(a) In  consideration  of the Vice  Chairman's  services as Vice  Chairman,  the
Company has  granted  the Vice  Chairman a 75,000  share  option  under the 1996
Officers  Stock  Option  Plan.  The  Company  shall  pay him no  other  separate
compensation  as Vice  Chairman,  but will pay him the normal Board retainer and
meeting  fees,  after the end of each  quarter.  If the Vice  Chairman  does not
desire to receive his retainer  and/or  meeting fees in the form of cash, he may
elect from time to time to receive  them in other forms under the various  plans
available to the Company's outside  directors.  The Vice Chairman shall continue
to receive  all other  benefits  as may be  received  by the  Company's  outside
directors,  including but not limited to (i) life  insurance,  and (ii) benefits
provided under the Company's Directors  Retirement Plan, as amended,  until such
time as such benefits and/or plans are terminated.  The Vice Chairman shall also
be fully reimbursed for all of his  Company-related  expenses in accordance with
Company policy.

(b) The  parties  agree  that the Vice  Chairman  shall  occupy the status of an
independent contractor, and thus shall be responsible for all tax payments as to
his compensation hereunder.  Inasmuch as the Vice Chairman is not an employee of
the Company,  the Company shall not withhold any income or employment taxes from
his compensation.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first set forth above.

VICE CHAIRMAN:                          GRC INTERNATIONAL, INC.


- ------------------------------          By:
Peter A. Cohen                             -------------------------------------
                                           Jim Roth
                       President & Chief Executive Officer