AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT

This  AMENDMENT  NUMBER 1  ("Amendment")  TO  EMPLOYMENT  AGREEMENT  is made and
entered into, in duplicate,  as of the date  hereinafter  set forth,  at Vienna,
Virginia,  by  and  between  the  undersigned  employee  ("Employee"),  and  GRC
International, Inc., a Delaware corporation ("Company"). In consideration of the
mutual premises, promises,  covenants, and agreements herein contained, Employee
and Company hereby amend the Employment  Agreement between them dated as of July
1, 1995 ("Employment Agreement") as follows:

1.       Lifetime Medical and Dental Coverage for Employee and Spouse.

(a) Section 5 of the Employment  Agreement  provides certain insurance  benefits
for Employee and his spouse.  Employee and the Company hereby amend said Section
5 to provide that the medical and dental insurance  coverage provided shall also
include the so-called "Vision" coverage provided by the Company,  under the same
terms and  conditions  as the medical and dental  insurance  are  required to be
provided pursuant to the Employment Agreement.

(b) Section 5 also provides  that, to the fullest  extent  permitted by law, the
insurance  coverage  provided  to  Employee  and his spouse is  supplemental  to
Medicare or any other  government or other  arrangement  which might be in force
now or at a later date.  Employee and the Company hereby amend said Section 5 to
provide  that  the  insurance  provided  to  Employee  and  his  spouse,   while
supplemental to Medicare, is not capped by limitations corresponding to those of
Medicare. In addition, Employee agrees that Employee and his spouse shall enroll
in Medicare as soon as they are eligible.


Nothing else is hereby amended.


IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of June
30, 1998.

ATTEST:                                              GRC INTERNATIONAL, INC.


                                                     By:
- ----------------------------------                       -----------------------
Thomas E. McCabe                                         Joseph R. Wright, Jr.
Sr. Vice President, General Counsel & Sec'y              Chairman of the Board


WITNESS                                              EMPLOYEE


- ---------------------------------                    ---------------------------
                                                     James Roth

APPROVED AND RATIFIED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
GRC INTERNATIONAL, INC.


- ---------------------------------
Leslie B. Disharoon
Chairman, Compensation Committee