As filed with the Securities and Exchange Commission on May 8, 2000




                                THE UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                         OAO TECHNOLOGY SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)


              Delaware                           52-1973990
      (State of Incorporation)         (I.R.S. Employer Identification
                                                    No.)


                     7500 Greenway Center Drive, 16th Floor,
                               Greenbelt, MD 20770
          (Address of principal executive offices, including zip code)



                             EXECUTIVE AND DIRECTOR
                           DEFERRED COMPENSATION PLAN


                            (Full title of the plan)


                             Dianne R. Sagner, Esq.
                         OAO Technology Solutions, Inc.
                     7500 Greenway Center Drive, 16th Floor
                               Greenbelt, MD 20770
                     (Name and Address of Agent for Service)

                                 (301) 486-0400
                     (Telephone Number of Agent for Service)


<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================================
Title of shares                 Amount         Proposed         Proposed            Amount of
to be registered                to be          Maximum           maximum           registration
                              registered       Offering         aggregate              fee
                                                Price           offering
                                           Per Obligation(2)    price (3)
------------------------------------------------------------------------------------------------
<S>                            <C>                <C>               <C>             <C>
OAO Executive and Director     $6,600.00          NA                NA              $264.00 per
Deferred Compensation                                                                   million
Obligations (1)
------------------------------------------------------------------------------------------------

================================================================================================
</TABLE>


(1) The Deferred  Compensation  Obligations are unsecured general obligations of
OAO Technology  Solutions,  Inc. to pay deferred compensation in accordance with
the  terms of the OAO  Technology  Solutions  Executive  and  Director  Deferred
Compensation  Plan.

(2) In addition,  pursuant to Rule 416 (c) under the Securities and Exchange Act
of 1933,  this  registration  statement also covers an  indeterminate  amount of
interests to be offered or sold pursuant to the employee  benefit plan described
herein.

(3) Pursuant to Rule 457(h), estimated solely for the purpose of calculating the
registration fee.



<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents,  as filed by OAO Technology  Solutions,  Inc. (the
"Registrant")  with the Securities and Exchange  Commission (the  "Commission"),
are incorporated by reference in this Registration Statement:

     1. The Registrant's  Annual Report on Form 10-K for the year ended December
31, 1999.

     2. The  description  of the  Registrant's  Common  Stock  contained  in the
Registrant's  Registration  Statement  on Form 8-A  filed by the  Registrant  on
October 6, 1997 to register such securities under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration  Statement but
prior to the  filing  of a  post-effective  amendment  that  indicates  that all
securities  offered  hereby have been sold or that  de-registers  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of each
such document.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that is also  incorporated  by reference  herein)  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4. Description of Securities.

     Under the OAO Technology  Solutions,  Inc., Executive and Director Deferred
Compensation  Plan (the  "Deferred  Compensation  Plan"),  the  Registrant  will
provide  certain  executive  employees and all of its Directors  (the  "Deferred
Compensation  Employees")  the  opportunity  to enter  into  agreements  for the
deferral  of a  specified  percentage  of their cash  compensation.  The Plan is
intended to be a "top-hat" plan (i.e., an unfunded  deferred  compensation  plan
maintained  for a select group of  management or  highly-compensated  employees)
under sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974 ("ERISA") and an unfunded  deferred  compensation  plan for
independent contractor Directors.

     To participate in the Deferred  Compensation Plan in a particular year, the
Deferred Compensation Employee must enroll in the Deferred Compensation Plan and
make an  election to defer the receipt of amounts not yet payable in the form of
base salary or bonus.



<PAGE>


Ordinarily,  a Participant  shall make such an election with respect to a coming
twelve (12) month Plan Year during the period  beginning  on the  December 1 and
ending on the  December 31 of the prior Plan Year,  or during such other  period
established by OAO Technology  Solutions,  Inc. An election to defer all or part
of a bonus  may be filed  at any time  before  the  date on which  the  bonus is
otherwise   payable.   The  amount  of  compensation  to  be  deferred  by  each
participating employee ("Deferred Compensation  Participant") will be determined
in  accordance  with the  Deferred  Compensation  Plan based on  election by the
employee. In addition,  OAO Technology Solutions,  Inc. may (but is not required
to) credit the participant with an employer  contribution,  which may be subject
to a vesting schedule.

     A committee (the "Deferred  Compensation Plan Committee") consisting of the
Board of  Directors  of the  Registrant  or such  committee  as the Board  shall
appoint,  shall be  charged  with the  general  administration  of the  Deferred
Compensation   Plan  and  the  obligations  of  the  Registrant  (the  "Deferred
Compensation  Obligations").  The  Deferred  Compensation  Obligations  are  not
convertible into another security of the Registrant.  The Deferred  Compensation
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative  covenant on the part of the Registrant.  The Registrant
shall  establish a trust,  which shall be a grantor trust for federal income tax
purposes and which shall not cause the Deferred Compensation Plan to be "funded"
under the  Employee  Retirement  Income  Security  Act of 1974,  to  assist  the
Registrant in meeting the Deferred Compensation  Obligations.  The assets of the
trust will be  available  to  satisfy  the  claims of the  Registrant's  general
creditors in the event of the Registrant's insolvency.

     The Deferred Compensation Obligations will be distributed by the Registrant
in accordance with the terms of the Deferred  Compensation Plan. Payment will be
made at the times elected by the  participant.  In addition,  a participant  may
elect that payment will be made upon the occurrence of certain events, such as a
change in control. In any event, the participant may withdraw his or her account
balance at any time,  subject to a 10% penalty.  The amount  distributed will be
based on the amounts  deferred,  as increased or decreased for deemed investment
in mutual funds or other investments  designated by the participant from choices
offered by the Company.

     A  Deferred  Compensation  Participant's  right or the  right of any  other
person to the Deferred Compensation  Obligations cannot be assigned,  alienated,
sold, garnished, transferred, pledged or encumbered.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.  Section 145 of the Delaware
General  Corporation  Law contains  detailed  provisions on  indemnification  of
directors and officers against  expenses,  judgments,  fines and amounts paid in
settlement,   actually  and  reasonably   incurred  in  connection   with  legal
proceedings. Section 102(a)(7) of the Delaware General Corporation Law permits a
provision in the certificate of a corporation  organized thereunder  eliminating
or limiting,  with certain  exceptions,  the personal liability of a director to



<PAGE>


the corporation or its stockholders for monetary damages for breach of fiduciary
duty.  The  Registrant's   Restated   Certificate  of   Incorporation   requires
indemnification of directors and officers and provides for the limitation of the
liability  of  directors to the fullest  extent  permitted by Delaware  law. The
Registrant's Amended and Restated Bylaws require the Registrant to indemnify any
person who was or is an authorized representative of the Registrant, and who was
or is a party or is threatened  to be made a party to any corporate  proceeding,
by reason of the fact that such person was or is an authorized representative of
the Registrant,  against expenses, judgments,  penalties, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such third party  proceeding  if such person acted in good faith and in a manner
such person reasonably  believed to be in, or not opposed to, the best interests
of the  Registrant  and,  with  respect to any criminal  third party  proceeding
(including  any action or  investigation  which could or does lead to a criminal
third party  proceeding)  had no  reasonable  cause to believe  such conduct was
unlawful.  The  Registrant  also  shall  indemnify  any  person who was or is an
authorized  representative  of the  Registrant  and who was or is a party  or is
threatened to be made a party to any corporate  proceeding by reason of the fact
that such  person  was or is an  authorized  representative  of the  Registrant,
against expenses  actually and reasonably  incurred by such person in connection
with the defense or settlement of such corporate  action if such person acted in
good faith and in a manner reasonably  believed to be in, or not opposed to, the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the  Registrant  unless and only to the extent that the
Delaware Court of Chancery or the court in which such  corporate  proceeding was
pending shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the case,  such  authorized
representative is fairly and reasonably  entitled to indemnity for such expenses
which  the Court of  Chancery  or such  other  court  shall  deem  proper.  Such
indemnification  is  mandatory  under the  Registrant's  bylaws  as to  expenses
actually and reasonably incurred to the extent that an authorized representative
of the Registrant  has been  successful on the merits or otherwise in defense of
any third party or  corporate  proceeding  or in defense of any claim,  issue or
matter  therein.  The  determination  of whether an  individual  is  entitled to
indemnification  under the Bylaws  shall be made by a majority of  disinterested
directors,  independent  legal  counsel  in a  written  legal  opinion,  or  the
stockholders.  Insofar as indemnification  for liabilities arising under the Act
may be permitted to directors,  officers or persons  controlling  the Registrant
pursuant to the foregoing  provisions,  the Registrant has been informed that in
the opinion of the Commission,  such indemnification is against public policy as
expressed in that Act and is therefore unenforceable.

     The Registrant has a directors' and officers'  liability  insurance  policy
that affords  directors and officers with insurance  coverage for losses arising
from  claims  based on breaches of duty,  negligence,  error and other  wrongful
acts.



<PAGE>


Item 7. Exemption from Registration Claimed.

        None.

Item 8. Exhibits.

        The following exhibits are filed as part of this Registration Statement.

    4.1 OAO  Technology   Solutions,   Inc.,  Executive  and  Director  Deferred
        Compensation Plan

    5.1 Opinion of Counsel

    23.1 Consent of Deloitte & Touche LLP

Item 9. Undertakings.

    (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  registration  statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not  exceed  that which is  registered)  and any
     deviation  from the low or high end of the  estimated  maximum range may be
     reflected in the form of prospectus  filed with the Commission  pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price represent
     no more than 20 percent change in the maximum aggregate  offering price set
     forth  in  "Calculation  of  Registration   Fee"  table  in  the  effective
     registration statement.

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material  change  to  such  information  in  the  Registration   Statement;
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.



<PAGE>


     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Greenbelt, Maryland on May __, 2000.

                                        OAO TECHNOLOGY SOLUTIONS, INC.


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




<PAGE>


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates  indicated.  Each person in so signing,  also makes,
constitutes  and  appoints  Gregory  A.  Pratt,  his  or  her  true  and  lawful
attorneys-in-fact,  in his or her name, place, and stead to execute and cause to
be filed with the Securities  and Exchange  Commission any and all amendments to
this Registration Statement.

<TABLE>
<CAPTION>
         Signature                               Capacity                                Date

<S>                                <C>                                               <C>

-----------------------------
Gregory A. Pratt                   Chief Executive Officer and President             April __, 2000
                                   (Principal Executive Officer and
                                   Director)

-----------------------------
J. Jeffrey Fox                     V.P. of Finance and Chief Financial               April __, 2000
                                   Officer (Principal Financial and
                                   Accounting Officer)

-----------------------------
Jerry L. Johnson                   Chairman of the Board and Director                April __, 2000


-----------------------------
Cecile D. Barker                   Vice Chairman of the Board and Director           April __, 2000



-----------------------------
Yvonne Brathwaite Burke            Director                                          April __, 2000


-----------------------------
Frank B. Foster, III               Director                                          April __, 2000


-----------------------------
John F. Lehman                     Director                                          April __, 2000


-----------------------------
Richard B. Lieb                    Director                                          April __, 2000
</TABLE>







<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number         Description of Exhibit

4.1            OAO Technology Solutions, Inc.,  Executive  and Director Deferred
               Compensation Plan

5.1            Opinion of Counsel

23.1           Consent of Deloitte & Touche LLP


<PAGE>








                         OAO TECHNOLOGY SOLUTIONS, INC.

                             EXECUTIVE AND DIRECTOR
                           DEFERRED COMPENSATION PLAN















                         Effective as of April 15, 2000



<PAGE>



                         OAO TECHNOLOGY SOLUTIONS, INC.

                EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN

                         Effective as of April 15, 2000

                                TABLE OF CONTENTS


                              ARTICLE 1 DEFINITIONS

1.1  ACCOUNT...................................................................1
1.2  BENEFICIARY...............................................................1
1.3  CODE......................................................................1
1.4  COMPENSATION..............................................................1
1.5  COMPENSATION DEFERRAL ACCOUNT.............................................1
1.6  COMPENSATION DEFERRALS....................................................1
1.7  DESIGNATION DATE..........................................................1
1.8  DISCRETIONARY EMPLOYER CONTRIBUTION ACCOUNT...............................2
1.9  DISCRETIONARY EMPLOYER CONTRIBUTIONS......................................2
1.10 EFFECTIVE DATE............................................................2
1.11 ELIGIBLE INDIVIDUAL.......................................................2
1.12 EMPLOYER..................................................................2
1.13 ENTRY DATE................................................................2
1.14 PARTICIPANT...............................................................2
1.15 PARTICIPANT ENROLLMENT AND ELECTION FORM..................................2
1.16 PLAN......................................................................2
1.17 PLAN YEAR.................................................................2
1.18 TRUST.....................................................................3
1.19 TRUSTEE...................................................................3
1.20 VALUATION DATE............................................................3

                     ARTICLE 2 ELIGIBILITY AND PARTICIPATION
2.1  REQUIREMENTS..............................................................3
2.2  RE-EMPLOYMENT.............................................................3
2.3  CHANGE OF EMPLOYMENT CATEGORY.............................................3



                       ARTICLE 3 CONTRIBUTIONS AND CREDITS
3.1  PARTICIPANT COMPENSATION DEFERRALS........................................3
3.2  COMPENSATION DEFERRAL ACCOUNT.............................................4
3.4  CONTRIBUTIONS TO THE TRUST................................................5

                          ARTICLE 4 ALLOCATION OF FUNDS
4.1  ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS.......................5



<PAGE>


4.2  ACCOUNTING FOR DISTRIBUTIONS..............................................6
4.3  SEPARATE ACCOUNTS.........................................................6
4.4  INTERIM VALUATIONS........................................................6
4.5  DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS..............................6
4.6  EXPENSES..................................................................7
4.7  TAXES.....................................................................8

                        ARTICLE 5 ENTITLEMENT TO BENEFITS
5.1  FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT............................8
5.2  SPECIAL CIRCUMSTANCES DISTRIBUTIONS.......................................8
5.3  PENALTY DISTRIBUTIONS.....................................................9
5.4  APPLICATION TO TRUSTEE....................................................9

                       ARTICLE 6 DISTRIBUTION OF BENEFITS
6.1  AMOUNT....................................................................9
6.2  METHOD OF PAYMENT........................................................10
6.3  RE-EMPLOYMENT OF PARTICIPANT.............................................10
6.4  DEATH BENEFITS...........................................................10
6.5  WITHHOLDING..............................................................10

                    ARTICLE 7 BENEFICIARIES; PARTICIPANT DATA
7.1  DESIGNATION OF BENEFICIARIES.............................................11

7.2  INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO
     LOCATE PARTICIPANTS OR BENEFICIARIES.....................................11

                            ARTICLE 8 ADMINISTRATION
8.1  ADMINISTRATIVE AUTHORITY.................................................12
8.2  UNIFORMITY OF DISCRETIONARY ACTS.........................................12
8.3  LITIGATION...............................................................13
8.4  CLAIMS PROCEDURE.........................................................13

                               ARTICLE 9 AMENDMENT
9.1  RIGHT TO AMEND...........................................................14
9.2  AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN.....................14

                             ARTICLE 10 TERMINATION
10.1 EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN............................14
10.2 AUTOMATIC TERMINATION OF PLAN............................................14
10.3 SUSPENSION OF DEFERRALS..................................................14
10.4 ALLOCATION AND DISTRIBUTION..............................................15
10.5 SUCCESSOR TO EMPLOYER....................................................15

                              ARTICLE 11 THE TRUST
11.1 ESTABLISHMENT OF TRUST...................................................15



<PAGE>


                            ARTICLE 12 MISCELLANEOUS
12.1 LIMITATIONS ON LIABILITY OF EMPLOYER.....................................15
12.2 CONSTRUCTION.............................................................16
12.3 SPENDTHRIFT PROVISION....................................................16





<PAGE>



                            OAO TECHNOLOGY SOLUTIONS
                EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN

                         Effective as of April 15, 2000

                                    RECITALS

     This  OAO  Technology  Solutions,  Inc.  Executive  and  Director  Deferred
Compensation Plan (the "Plan") is adopted by OAO Technology Solutions, Inc. (the
"Employer") for certain of its executive employees and all of its Directors. The
purpose of the Plan is to offer those  employees and Directors an opportunity to
elect to defer  the  receipt  of  compensation  in  order  to  provide  deferred
compensation  benefits  taxable  pursuant to section 451 of the Internal Revenue
Code of 1986,  as amended (the  "Code").  The Plan is intended to be a "top-hat"
plan (i.e., an unfunded deferred compensation plan maintained for a select group
of management or highly-compensated  employees) under sections 201(2), 301(a)(3)
and 401(a)(1) of the Employee  Retirement  Income Security Act of 1974 ("ERISA")
and an unfunded deferred compensation plan for independent contractor Directors.

     Accordingly, the following Plan is adopted.

                                    ARTICLE 1

                                   DEFINITIONS

     1.1 ACCOUNT means the balance  credited to a Participant's or Beneficiary's
Plan account, including contribution credits and deemed income, gains and losses
(as  determined  by  the  Employer,  in  its  discretion)  credited  thereto.  A
Participant's  or  Beneficiary's  Account  shall be determined as of the date of
reference.

     1.2 BENEFICIARY means any person or person so designated in accordance with
the provisions of Article 7.

     1.3 CODE  means  the  Internal  Revenue  Code of 1986  and the  regulations
thereunder, as amended from time to time.

     1.4 COMPENSATION means the total base salary, bonus and/or commissions,  or
Director's fees, paid by the Employer to an Eligible  Individual with respect to
his or her service for the Employer.

     1.5 COMPENSATION DEFERRAL ACCOUNT is defined in Section 3.2.

     1.6 COMPENSATION DEFERRALS is defined in Section 3.1.

     1.7  DESIGNATION  DATE means the date or dates as of which a designation of
deemed  investment  directions by an individual  pursuant to Section 4.5, or any
change in a prior



<PAGE>


designation of deemed investment directions by an individual pursuant to Section
4.5, shall become  effective.  The  Designation  Dates in any Plan Year shall be
designated by the Employer.

     1.8 DISCRETIONARY EMPLOYER CONTRIBUTION ACCOUNT is defined in Section 3.3.

     1.9 DISCRETIONARY EMPLOYER CONTRIBUTIONS is defined in Section 3.3.

     1.10 EFFECTIVE  DATE means the effective  date of the Plan,  which shall be
April 15, 2000.

     1.11 ELIGIBLE INDIVIDUAL means all Directors of the Employer,  and, for any
Plan Year (or  applicable  portion  thereof),  a person who is determined by the
Employer,  or its  designee,  to be a member of a select group of  management or
highly  compensated  employees of the  Employer,  and who is  designated  by the
Employer,  or its designee, to be an Eligible Individual under the Plan. By each
December 31 (or before the Effective  Date for the Plan's first Plan Year),  the
Employer  shall  notify  those  individuals,   if  any,  who  will  be  Eligible
Individuals  for  the  next  Plan  Year.  If the  Employer  determines  that  an
individual first becomes an Eligible Individual during a Plan Year, the Employer
shall notify such  individual  of its  determination  and of the date during the
Plan Year on which the individual shall first become an Eligible Individual.

     1.12 EMPLOYER means OAO Technology  Solutions,  Inc. and its successors and
assigns unless otherwise herein provided,  or any other  corporation or business
organization  which, with the consent of OAO Technology  Solutions,  Inc. or its
successors or assigns,  assumes the  Employer's  obligations  hereunder,  or any
other  corporation or business  organization  which agrees,  with the consent of
Technology Solutions, Inc. to become a party to the Plan.

     1.13 ENTRY DATE with  respect to an  individual  means the first day of the
pay period  following the date on which the individual first becomes an Eligible
Individual.

     1.14  PARTICIPANT  means any person so designated  in  accordance  with the
provisions of Article 2, including,  where appropriate  according to the context
of the Plan,  any former  employee  or  Director  who is or may become (or whose
Beneficiaries may become) eligible to receive a benefit under the Plan.

     1.15  PARTICIPANT  ENROLLMENT  AND ELECTION FORM means the form or forms on
which a Participant elects to defer  Compensation  hereunder and/or on which the
Participant makes certain other designations as required thereon.

     1.16 PLAN means this OAO Technology Solutions,  Inc. Executive and Director
Deferred Compensation Plan, as amended from time to time.

     1.17 PLAN YEAR  means the twelve  (12) month  period (or for the first Plan
Year, the period  beginning April 15, 2000 through  December 31, 2000) ending on
the December 31 of each year during which the Plan is in effect.

                                       2

<PAGE>


     1.18 TRUST means the Trust established pursuant to Article 11.

     1.19 TRUSTEE means the trustee of the Trust established pursuant to Article
11.

     1.20 VALUATION DATE means the last day of each Plan Year and any other date
that the Employer, in its sole discretion, designates as a Valuation Date.

                                    ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION

     2.1 REQUIREMENTS.  Every Eligible Individual on the Effective Date shall be
eligible to become a Participant  on the Effective  Date.  Every other  Eligible
Individual  shall be  eligible to become a  Participant  on the first Entry Date
occurring  on or  after  the  date  on  which  he or  she  becomes  an  Eligible
Individual.  No individual shall become a Participant,  however, if he or she is
not an Eligible Individual on the date his or her participation is to begin.

     Participation in the Participant  Compensation Deferral feature of the Plan
is voluntary.  In order to participate in the Participant  Compensation Deferral
feature  of the  Plan,  an  otherwise  Eligible  Individual  must  make  written
application in such manner as may be required by Section 3.2 and by the Employer
and must agree to make Compensation Deferrals as provided in Article 3.

     2.2  RE-EMPLOYMENT.  If a Participant  whose employment status (or Director
status)  with  the  Employer  is  terminated  is  subsequently  re-employed  (or
subsequently becomes again a Director),  he or she shall become a Participant in
accordance with the provisions of Section 2.1.

     2.3 CHANGE OF EMPLOYMENT CATEGORY.  During any period in which an executive
Participant remains in the employ of the Employer,  but ceases to be an Eligible
Individual,  he or she  shall not be  eligible  to make  Compensation  Deferrals
hereunder.

                                    ARTICLE 3

                            CONTRIBUTIONS AND CREDITS

     3.1   PARTICIPANT   COMPENSATION   DEFERRALS.   In  accordance  with  rules
established by the Employer, a Participant may elect to defer Compensation which
is not yet payable and which would otherwise be paid to the Participant. Amounts
so  deferred  will  be  considered  a  Participant's  "Compensation  Deferrals".
Ordinarily,  a Participant  shall make such an election with respect to a coming
twelve (12) month Plan Year during the period  beginning  on the  December 1 and
ending on the  December 31 of the prior Plan Year,  or during such other  period
established by the Employer.

                                        3

<PAGE>


     Compensation  Deferrals  shall be made through  regular payroll or Director
fee deductions  through an election by the Participant to defer compensation not
yet  payable  to him or her at the time of the  election.  The  Participant  may
reduce his or her regular  payroll of  Director  fees for a  particular  year by
written notice  delivered to the Employer at least thirty (30) days prior to the
beginning of any regular  payroll or  compensation  period,  with such reduction
being  first  effective  for  Compensation  to be  earned  in  that  payroll  or
compensation period. In the case of bonus payment deferrals, the Participant may
reduce  his or her  bonus  payments  due to be paid by the  Employer  by  giving
written notice to the Employer of the bonus payment Compensation Deferral amount
prior to the date the applicable bonus is first due to be paid.

     Once  made,  a  Compensation  Deferral  payroll  deduction  election  shall
continue in force indefinitely, until reduced by the Participant on a subsequent
Participant  Enrollment  and Election  Form provided by the Employer as provided
above or until increased  during an annual  enrollment  period under the Plan. A
bonus  payment  reduction  election,  or a  reduction  thereof  pursuant  to the
foregoing, shall continue in force only for one bonus payment.

     Notwithstanding the preceding, Participant Compensation Deferrals shall not
exceed such maximum  percentages  as may be  established  by the Employer in its
discretion  and   communicated  to   Participants   from  time  to  time.  If  a
Participant's  Compensation  Deferrals  exceed such maximum  percentage(s),  the
Employer shall have the right to reduce the  percentage(s) of the  Participant's
Compensation  Deferrals by giving the Participant  written  notification of such
reduction.  In addition, the Employer may require that Participant  Compensation
Deferrals  be  comprised  of a  minimum  percentage  which  percentage  shall be
established by the Employer in its discretion and  communicated  to Participants
from time to time.

     As of the  Effective  Date,  Compensation  Deferrals  made through  regular
payroll  deductions by a Participant who is an employee of the Employer shall be
at least 3 percent (3%) and no more than $100,000 per year of the  Participant's
Compensation.

     Compensation  Deferrals  shall be deducted by the Employer  from the pay or
fees of a  deferring  Participant  and  shall be  credited  to the  Compensation
Deferral Account of the deferring Participant.

     3.2  COMPENSATION   DEFERRAL  ACCOUNT.   There  shall  be  established  and
maintained by the Employer a separate  Compensation Deferral Account in the name
of each Participant to which shall be credited or debited:  (a) amounts equal to
the  Participant's  Compensation  Deferrals;  (b)  amounts  equal to any  deemed
earnings or losses (to the extent realized,  based upon deemed fair market value
of  the  Account's  deemed  assets,  as  determined  by  the  Employer,  in  its
discretion)  attributable  or allocable  thereto;  and (c) expenses and/or taxes
charged to that Account.

     A Participant  shall at all times be 100% vested in amounts credited to his
or her Participant Compensation Deferral Account.

                                       4

<PAGE>


     3.3 DISCRETIONARY EMPLOYER CONTRIBUTION CREDITS. There shall be established
and maintained a separate  Discretionary Employer Contribution Credit Account in
the name of each  Participant.  Such  Account  shall be credited or debited,  as
applicable, with (a) amounts equal to the Discretionary Employer's Contributions
credited to that  Account,  if any;  (b) any deemed  earnings and losses (to the
extent  realized,  based upon deemed fair market value of the  Account's  deemed
assets as  determined  by the  Employer,  in its  discretion)  allocated to that
Account; and (c) expenses charged to that Account.

     For purposes of this  Section,  the  Discretionary  Employer  Contributions
credited to a Participant's  Discretionary  Employer  Contribution Account for a
particular Plan Year shall be an amount (if any) determined by the Employer,  in
its discretion.

     A Participant's Discretionary Employer Contribution Credit Account shall be
credited or debited,  as  applicable,  as of each  Valuation  Date,  with deemed
earnings or losses, as applicable,  and expenses.  The amount of deemed earnings
or losses and expenses  shall be as  determined by the Employer  hereunder.  The
Employer  shall have the  discretion to allocate such deemed  earnings or losses
and expenses among  Participants'  Discretionary  Employer  Contribution  Credit
Accounts  pursuant  to  such  allocation  rules  as  the  Employer  deems  to be
reasonable and administratively practicable.

     A  Participant  shall  become  vested  in  amounts  credited  to his or her
Discretionary  Employer  Contribution  Account pursuant to such vesting schedule
for such amounts as is prescribed by the Employer, it its discretion.

     3.4  CONTRIBUTIONS  TO THE TRUST.  An amount  shall be  contributed  by the
Employer  to the Trust  maintained  under  Section  11.1 equal to the  amount(s)
required to be credited to the Participant's Account under Sections 3.1, 3.2 and
3.3. The Employer shall make contributions to the Trust by the deadline for such
contributions  if they were being made with  respect  to the  Employer's  401(k)
plan.

                                    ARTICLE 4

                               ALLOCATION OF FUNDS

     4.1 ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Subject to Section
4.5,  each  Participant  shall have the right to direct the  Employer  as to how
amounts in his or her Plan Account  shall be deemed to be  invested.  Subject to
such  limitations  as may from time to time be required  by law,  imposed by the
Employer or the Trustee or contained  elsewhere in the Plan, and subject to such
operating  rules  and  procedures  as may be  imposed  from  time to time by the
Employer,  prior to the date on which a  direction  will become  effective,  the
Participant shall have the right to direct the Employer as to how amounts in his
or her Account shall be deemed to be invested.

     The Employer  shall direct the Trustee to invest the account  maintained in
the  Trust on  behalf  of the  Participant  pursuant  to the  deemed  investment
directions the Employer properly

                                        5

<PAGE>


has received from the Participant.  The value of the Participant's Account shall
be equal to the value of the account maintained under the Trust on behalf of the
Participant.  As of each valuation date of the Trust, the Participant's  Account
will be credited or debited to reflect the Participant's  deemed  investments of
the Trust.

     The  Participant's  Plan  Account  will be  credited  or  debited  with the
increase or decrease in the realizable net asset value or credited interest,  as
applicable,  of the  designated  deemed  investments,  as  follows.  As of  each
Valuation  Date,  an amount equal to the net increase or decrease in  realizable
net asset  value or credited  interest,  as  applicable  (as  determined  by the
Employer or the Trustee, as applicable), of each deemed investment option within
the Account  since the  preceding  Valuation  Date shall be allocated  among all
Participants'  Accounts  deemed  to be  invested  in that  investment  option in
accordance  with the ratio which the portion of the Account of each  Participant
which is deemed to be invested  within that  investment  option,  determined  as
provided  herein,  bears to the  aggregate of all amounts  deemed to be invested
within that investment option.

     4.2  ACCOUNTING  FOR  DISTRIBUTIONS.  As of the  date  of any  distribution
hereunder,  the  distribution  made  hereunder to the  Participant or his or her
Beneficiary or  Beneficiaries  shall be charged to such  Participant's  Account.
Such amounts shall be charged on a pro rata basis against the investments of the
Trust in which the Participant's Account is deemed to be invested.

     4.3  SEPARATE  ACCOUNTS.  A  separate  account  under  the  Plan  shall  be
established  and  maintained  by the  Employer  to reflect  the Account for each
Participant  with   sub-accounts  to  show  separately  the  applicable   deemed
investments of the Account.

     4.4 INTERIM VALUATIONS.  If it is determined by the Employer that the value
of a Participant's  Account as of any date on which distributions are to be made
differs  materially  from the value of the  Participant's  Account  on the prior
Valuation Date upon which the distribution is to be based, the Employer,  in its
discretion,  shall  have the right to  designate  any date in the  interim  as a
Valuation  Date for the purpose of revaluing the  Participant's  Account so that
the Account will, prior to the distribution,  reflect its share of such material
difference in value.

     4.5  DEEMED  INVESTMENT   DIRECTIONS  OF  PARTICIPANTS.   Subject  to  such
limitations as may from time to time be required by law, imposed by the Employer
or the Trustee or contained elsewhere in the Plan, and subject to such operating
rules and procedures as may be imposed from time to time by the Employer,  prior
to and effective for each Designation  Date, each Participant may communicate to
the Employer a direction as to how his or her Plan Accounts  should be deemed to
be invested (in any whole dollar  amounts or  percentage  multiples)  among such
categories  of  deemed  investments  as may be made  available  by the  Employer
hereunder.  Such direction may separately  designate deemed  investments (a) for
that portion of the Participant's  Account  attributable to amounts that will be
credited to the  Participant's  Account prior to the  Designation  Date on which
such  direction  shall  become  effective,  and  (b)  for  that  portion  of the
Participant's  Account  attributable  to amounts  that will be  credited  to the

                                        6

<PAGE>


Participant's  Account after the Designation  Date on which such direction shall
become effective, and shall be subject to the following rules:

          (a) Any initial or subsequent deemed investment  direction shall be in
     writing, on a form supplied by and filed with the Employer (or made in such
     other manner  specified by the Employer),  and shall be effective as of the
     next Designation Date after such filing.

          (b) All amounts credited to the Participant's  Account shall be deemed
     to be invested in  accordance  with the then  effective  deemed  investment
     direction,  and as of the  effective  date  of any  new  deemed  investment
     direction, all or a portion of the Participant's Account at that date shall
     be reallocated  among the designated  deemed  investment funds according to
     the percentages specified in the new deemed investment direction unless and
     until a subsequent  deemed  investment  direction shall be filed and become
     effective.  An election concerning deemed investment choices shall continue
     indefinitely  until changed by the Participant in a manner permitted by the
     Employer.

          (c) If the Employer  receives an initial or revised deemed  investment
     direction  which  it deems  to be  incomplete,  unclear  or  improper,  the
     Participant's  investment  direction  then in effect shall remain in effect
     (or, in the case of a deficiency in an initial deemed investment direction,
     the  Participant  shall  be  deemed  to have  filed  no  deemed  investment
     direction) until the next Designation  Date,  unless the Employer  provides
     for, and permits the application of, corrective action prior thereto.

          (d) If the Employer  possesses (or is deemed to possess as provided in
     (c), above) at any time directions as to the deemed investment of less than
     all of a Participant's  Account,  the  Participant  shall be deemed to have
     directed  that the  undesignated  portion  of the  Account  be deemed to be
     invested in a money market,  fixed income,  or similar fund made  available
     under the Plan as determined by the Employer in its discretion.

          (e)  Each  Participant  hereunder,  as  a  condition  to  his  or  her
     participation hereunder, agrees to indemnify and hold harmless the Employer
     and its agents and  representatives  from any losses or damages of any kind
     relating to the deemed investment of the Participant's Account hereunder.

          (f) Each reference in this Section to a Participant shall be deemed to
     include, where applicable, a reference to a Beneficiary.

     4.6  EXPENSES.   Expenses,   including  Trustee  fees,   allocable  to  the
administration  or  operation of an Account  maintained  under the Plan shall be
paid by the Employer  unless,  in the  discretion of the Employer,  the Employer
elects to charge such expenses, or any portion thereof,  against the appropriate
Participant's  Account or  Participants'  Accounts.  On the Effective  Date, the
first  35  basis  points  (.35%)  of  expenses  will  be  charged   against  the
Participants' Accounts. The Employer shall pay expenses in excess of this amount
in accordance with this Section 4.6.

     If an expense,  or any portion thereof,  is charged against a Participant's
Account,  at the  discretion  of the  Employer,  such  expense,  or any  portion
thereof,  either (a) will reduce the

                                        7

<PAGE>


contribution  to the Trust under Section 3.4 next due to be made by the Employer
in respect of the  Account,  or (b) will be paid from the Trust to the  Employer
out of assets of the Trust corresponding to the Participant's Account hereunder.

     4.7  TAXES.  Any  taxes  allocable  to  an  Account  (or  portion  thereof)
maintained  under the Plan which are payable  prior to the  distribution  of the
Account (or portion  thereof),  as determined by the Employer,  shall be paid by
the Employer unless,  in the discretion of the Employer,  the Employer elects to
charge  taxes  incurred  after  the  date  such  election  is   communicated  to
Participants  against the  appropriate  Participant's  Account or  Participants'
Accounts.  If a tax amount is charged  against a Participant's  Account,  at the
discretion of the Employer, such expense either (a) will reduce the contribution
to the Trust under Section 3.4 next due to be made by the Employer in respect of
the Account, or (b) will be paid from the Trust to the Employer out of assets of
the Trust corresponding to the Participant's Account.

                                    ARTICLE 5

                             ENTITLEMENT TO BENEFITS

     5.1  FIXED  PAYMENT  DATES;  TERMINATION  OF  EMPLOYMENT.  On  his  or  her
Participant  Enrollment  and  Election  Form, a  Participant  may select a fixed
payment  date for the  payment or  commencement  of payment of his or her vested
Account, which will be valued and payable according to the provisions of Article
6. Such a fixed payment date may be extended to later dates so long as elections
to so extend are made by the  Participant  at least six (6) months  prior to the
then applicable fixed date. Such a fixed payment date may not be accelerated.

     Alternatively,  on his or her  Participant  Enrollment and Election Form, a
Participant  may select payment or  commencement of payment of his or her vested
Account at his or her  termination  of employment  with the Employer,  or at the
earlier of a fixed payment date or his or her termination of employment with the
Employer.  In either of these cases,  the extension and  non-acceleration  rules
discussed  above shall apply to such fixed  payment date and/or  termination  of
employment date, as applicable.

     Any fixed payment date elected by a  Participant  pursuant to the foregoing
must be no earlier than the January 1 of the third  calendar year  following the
year in which the election is made.

     If a Participant  does not select a payment date pursuant to the foregoing,
his or her vested Account shall be distributed or commence to be distributed, as
provided  in Article 6, at the  termination  of his or her  employment  with the
Employer.

         5.2 SPECIAL CIRCUMSTANCES DISTRIBUTIONS.  On his or her Form and Timing
of Payment Election Form, a Participant may elect, prior to the occurrence of an
elected "Special Circumstance",  to receive (or begin to receive, as applicable)
his  or her  vested  Account  upon  the  occurrence  of  one  or  more  "Special
Circumstances"  as specified  on the Form.  If such an election is made prior to
the  occurrence  of the elected  Special  Circumstance  and the elected

                                        8

<PAGE>


Special   Circumstance   occurs,   the  Trustee   shall  make  the   appropriate
distribution(s)  to the Participant  from amounts held by the Trustee in respect
of the Participant's  vested Account. For purposes of this Section, the value of
the  Participant's  vested  Account  shall be  determined  as of the date of the
distribution(s).

     "Special  Circumstances"  means:  (a)  the  closing  of  a  sale  or  other
disposition  of  shares  of  OAO  Technology  Solutions,   Inc.  such  that  the
shareholders of OAO Technology  Solutions,  Inc.  immediately before the closing
will not  beneficially  own,  immediately  after the sale or other  disposition,
shares entitling them to more than 50% of all votes to which all shareholders of
OAO Technology  Solutions,  Inc. would be entitled in the election of directors;
(b) any change in the membership of the OAO Technology Solutions, Inc. Board if,
immediately  after the change, at least 50% of the directors were not members of
the Board for at least one year preceding the change; (c) Safeguard Scientifics,
Inc.  reducing its common stock ownership in OAO Technology  Solutions,  Inc. to
less  than 5%;  or (d) the  reduction  in the  trading  price of OAO  Technology
Solutions, Inc. stock to below $2 per share for 20 consecutive trading days.

     5.3 PENALTY  DISTRIBUTIONS.  A Participant  may elect, at any time prior to
the date on which a distribution  is otherwise due to him or her  hereunder,  to
receive a lump sum  distribution  of all or a  designated  portion of his or her
vested  Account,  subject to the forfeiture of ten percent of the amount subject
to the  election.  If such an  election  is made,  the  Trustee  shall  make the
appropriate net lump sum  distribution  to the Participant  from amounts held by
the Trustee in respect of the Participant's  vested Account and shall pay to the
Employer the ten percent forfeiture  amount.  For purposes of this Section,  the
value of the Participant's  vested Account shall be determined as of the date of
the lump sum distribution.

     5.4 APPLICATION TO TRUSTEE.  On the date or dates on which a Participant or
Beneficiary  is  entitled  to  payment  under  Sections  5.1 , 5.2 and 5.3,  the
Participant  or  Beneficiary  need  not  make  application  for  payment  to the
Employer,  but instead may make  application for payment directly to the Trustee
who shall pay the  Participant or Beneficiary  the  appropriate  amount directly
from the Trust without the consent of the Employer. The Trustee shall report the
amount of each such payment, and any withholding thereon, to the Employer.

                                    ARTICLE 6

                            DISTRIBUTION OF BENEFITS

     6.1 AMOUNT. A Participant (or his or her Beneficiary) shall become entitled
to receive,  on or about the date or dates selected by the Participant on his or
her  Participant  Enrollment and Election Form or, if none, on or about the date
of the Participant's termination of employment with the Employer (as provided in
Article 5), a  distribution  in an aggregate  amount equal to the  Participant's
vested  Account.  Any payment due hereunder  from the Trust which is not paid by
the Trust for any reason will be paid by the Employer from its general assets.

                                        9

<PAGE>


     6.2 METHOD OF PAYMENT.

     (a) Cash Or In-Kind Payments. Payments under the Plan shall be made in cash
or in-kind, as elected by the Participant,  as permitted by the Employer and the
Trustee  in  their  sole and  absolute  discretion  and  subject  to  applicable
restrictions on transfer as may be applicable legally or contractually.

     (b)  Timing  and  Manner  of  Payment.  In the case of  distributions  to a
Participant or his or her  Beneficiary  by virtue of an entitlement  pursuant to
Sections 5.1, an aggregate amount equal to the Participant's vested Account will
be paid by the Trust or the Employer,  as provided in Section 6.1, in a lump sum
or in five (5) substantially equal annual  installments  (adjusted for gains and
losses),  as selected by the Participant  prior to the date on which amounts are
first payable to the Participant.

     If a Participant  fails to designate  properly the manner of payment of the
Participant's benefit under the Plan, such payment will be in a lump sum.

     If the whole or any part of a payment  hereunder is to be in  installments,
the total to be so paid shall  continue to be deemed to be invested  pursuant to
Sections 4.1 and 4.5 under such  procedures  as the Employer may  establish,  in
which case any deemed income,  gain,  loss or expense  attributable  thereto (as
determined  by the  Trustee,  in  its  discretion)  shall  be  reflected  in the
installment payments, in such equitable manner as the Trustee shall determine.

     6.3  RE-EMPLOYMENT OF PARTICIPANT.  If a Participant who has terminated his
or  her  employment  (or  Director   status)  with  the  Employer  is  receiving
installment distributions pursuant to Section 6.2 and is re-employed by (or once
again becomes a Director of) the Employer,  the remaining  distributions  due to
the  Participant  shall be suspended  until such times as the  Participant  once
again  becomes  eligible for  benefits  under  Sections  5.1, at which time such
distribution shall commence, subject to the limitations and conditions contained
in this Plan.

     6.4 DEATH  BENEFITS.  If a Participant  dies before  terminating his or her
employment (or Director status) with the Employer and before the commencement of
payments to the  Participant  hereunder,  the entire value of the  Participant's
Account shall be paid, at the time(s) selected by the Participant  under Article
5 and in the manner provided in Section 6.2, to the person or persons designated
in accordance with Section 7.1.

     Upon the death of a Participant  after  payments  hereunder  have begun but
before he or she has received all payments to which he or she is entitled  under
the Plan, the remaining  benefit payments shall be paid to the person or persons
designated in  accordance  with Section 7.1 in the manner in which such benefits
were payable to the Participant.

     6.5  WITHHOLDING.  All  distributions  under  the Plan are  subject  to any
applicable tax withholding, as determined by the Employer in its discretion.

                                       10

<PAGE>


                                    ARTICLE 7

                         BENEFICIARIES; PARTICIPANT DATA

     7.1 DESIGNATION OF  BENEFICIARIES.  Each  Participant from time to time may
designate any person or persons (who may be named  contingently or successively)
to receive  such  benefits  as may be  payable  under the Plan upon or after the
Participant's  death,  and such  designation may be changed from time to time by
the Participant by filing a new  designation.  Each  designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Employer,  and will be  effective  only when filed in writing  with the Employer
during the Participant's lifetime.

     In the absence of a valid Beneficiary  designation,  or if, at the time any
benefit payment is due to a Beneficiary,  there is no living Beneficiary validly
named by the Participant, the Employer shall pay any such benefit payment to the
Participant's  spouse, if then living,  but otherwise to the Participant's  then
living  descendants,  if any, per stirpes,  but, if none,  to the  Participant's
estate. In determining the existence or identity of anyone entitled to a benefit
payment,  the Employer may rely  conclusively  upon information  supplied by the
Participant's personal representative, executor or administrator.

     If a question  arises as to the existence or identity of anyone entitled to
receive a benefit  payment as aforesaid,  or if a dispute arises with respect to
any such payment, then, notwithstanding the foregoing, the Employer, in its sole
discretion,  may  distribute  such payment to the  Participant's  estate without
liability for any tax or other consequences  which might flow therefrom,  or may
take such other action as the Employer deems to be appropriate.

     7.2  INFORMATION  TO  BE  FURNISHED  BY  PARTICIPANTS  AND   BENEFICIARIES;
INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication,  statement
or notice addressed to a Participant or to a Beneficiary at his or her last post
office  address  as shown on the  Employer's  records  shall be  binding  on the
Participant or Beneficiary  for all purposes of the Plan. The Employer shall not
be obliged to search for any Participant or Beneficiary  beyond the sending of a
registered  letter to such last known  address.  If the  Employer  notifies  any
Participant  or  Beneficiary  that he or she is entitled to an amount  under the
Plan and the  Participant or Beneficiary  fails to claim such amount or make his
or her location known to the Employer within three (3) years  thereafter,  then,
except as otherwise  required by law, if the location of one or more of the next
of kin of the  Participant  is known to the  Employer,  the  Employer may direct
distribution  of such amount to any one or more or all of such next of kin,  and
in such proportions as the Employer  determines.  If the location of none of the
foregoing persons can be determined, the Employer shall have the right to direct
that the amount  payable  shall be deemed to be a  forfeiture,  except  that the
dollar amount of the  forfeiture,  unadjusted  for deemed gains or losses in the
interim,  shall be paid by the Employer if a claim for the benefit  subsequently
is made by the  Participant  or the  Beneficiary  to whom it was  payable.  If a
benefit payable to an unlocated Participant or Beneficiary is subject to escheat
pursuant to applicable state law, the Employer shall not be liable to any person
for any payment made in accordance with such law.

                                       11

<PAGE>


                                    ARTICLE 8

                                 ADMINISTRATION

     8.1 ADMINISTRATIVE  AUTHORITY.  Except as otherwise  specifically  provided
herein,  the Employer,  acting through its Board of Directors or the designee(s)
thereof,  shall  have the sole  responsibility  for and the sole  control of the
operation and administration of the Plan, and shall have the power and authority
to take all action and to make all  decisions and  interpretations  which may be
necessary or appropriate in order to administer and operate the Plan, including,
without  limiting  the  generality  of  the  foregoing,   the  power,  duty  and
responsibility to:

          (a) Resolve and determine all disputes or questions  arising under the
     Plan, and to remedy any  ambiguities,  inconsistencies  or omissions in the
     Plan.

          (b) Adopt such rules of procedure  and  regulations  as in its opinion
     may be necessary  for the proper and efficient  administration  of the Plan
     and as are consistent with the Plan.

          (c) Implement the Plan in accordance  with its terms and the rules and
     regulations adopted as above.

          (d)  Make  determinations  with  respect  to  the  eligibility  of any
     Eligible Individual as a Participant and make determinations concerning the
     crediting of Plan Accounts.

          (e)  Appoint  any  persons  or  firms,  or  otherwise  act  to  secure
     specialized  advice or  assistance,  as it deems  necessary or desirable in
     connection  with the  administration  and  operation  of the Plan,  and the
     Employer  shall be entitled to rely  conclusively  upon, and shall be fully
     protected  in any action or  omission  taken by it in good  faith  reliance
     upon,  the advice or opinion of such firms or persons.  The Employer  shall
     have the power  and  authority  to  delegate  from time to time by  written
     instrument all or any part of its duties, powers or responsibilities  under
     the Plan, both ministerial and discretionary,  as it deems appropriate,  to
     any  person  or  committee,  and in the  same  manner  to  revoke  any such
     delegation of duties, powers or responsibilities. Any action of such person
     or  committee  in  the  exercise  of  such  delegated  duties,   powers  or
     responsibilities  shall have the same  force and  effect  for all  purposes
     hereunder as if such action had been taken by the  Employer.  Further,  the
     Employer may  authorize one or more persons to execute any  certificate  or
     document on behalf of the Employer,  in which event any person  notified by
     the  Employer  of such  authorization  shall  be  entitled  to  accept  and
     conclusively  rely upon any such  certificate or document  executed by such
     person as  representing  action by the Employer until such notified  person
     shall have been notified of the revocation of such authority.

     8.2 UNIFORMITY OF DISCRETIONARY  ACTS.  Whenever in the  administration  or
operation  of the Plan  discretionary  actions by the  Employer  are required or
permitted,  such actions  shall be  consistently  and  uniformly  applied to all
persons  similarly  situated,  and no such  action  shall be taken  which  shall
discriminate in favor of any particular person or group of persons.

                                       12

<PAGE>


     8.3 LITIGATION.  Except as may be otherwise  required by law, in any action
or judicial  proceeding  affecting the Plan, no Participant or Beneficiary shall
be entitled to any notice or service of process,  and any final judgment entered
in such action shall be binding on all persons interested in, or claiming under,
the Plan.

     8.4  CLAIMS  PROCEDURE.  Any person  claiming  a benefit  under the Plan (a
"Claimant") shall present the claim, in writing, to the Employer or the Trustee,
and the  Employer  or the  Trustee  shall  respond in  writing.  If the claim is
denied,  the written notice of denial shall state, in a manner  calculated to be
understood by the Claimant:

          (a) The  specific  reason or reasons  for the  denial,  with  specific
     references to the Plan provisions on which the denial is based;

          (b) A description of any additional material or information  necessary
     for the Claimant to perfect his or her claim and an explanation of why such
     material or information is necessary; and

          (c) An explanation of the Plan's claims review procedure.

     The  written  notice  denying or  granting  the  Claimant's  claim shall be
provided  to the  Claimant  within  ninety  (90) days  after the  Employer's  or
Trustee's  receipt  of  the  claim,  unless  special  circumstances  require  an
extension of time for  processing  the claim.  If such an extension is required,
written notice of the extension shall be furnished by the Employer or Trustee to
the  Claimant  within the  initial  ninety (90) day period and in no event shall
such an  extension  exceed a period  of  ninety  (90)  days  from the end of the
initial ninety (90) day period.  Any extension notice shall indicate the special
circumstances  requiring  the  extension  and the date on which the  Employer or
Trustee  expects to render a decision  on the  claim.  Any claim not  granted or
denied within the period noted above shall be deemed to have been denied.

     Any Claimant whose claim is denied, or deemed to have been denied under the
preceding sentence (or such Claimant's authorized  representative),  may, within
sixty (60) days after the Claimant's  receipt of notice of the denial,  or after
the date of the deemed  denial,  request a review of the denial by notice given,
in writing,  to the  Employer or  Trustee.  Upon such a request for review,  the
claim  shall  be  reviewed  by  the  Employer  or  Trustee  (or  its  designated
representative)  which may,  but shall not be required  to, grant the Claimant a
hearing.  In connection with the review,  the Claimant may have  representation,
may examine pertinent documents, and may submit issues and comments in writing.

     The decision on review normally shall be made within sixty (60) days of the
Employer's  receipt  of the  request  for  review.  If an  extension  of time is
required  due to special  circumstances,  the  Claimant  shall be  notified,  in
writing,  by the  Employer  or Trustee,  and the time limit for the  decision on
review  shall be extended  to one hundred  twenty  (120) days.  The  decision on
review  shall be in  writing  and  shall  state,  in a manner  calculated  to be
understood  by the  Claimant,  the  specific  reasons for the decision and shall
include  references  to the relevant  Plan  provisions  on which the decision is
based.  The written decision on review shall be given to the

                                       13

<PAGE>


Claimant  within the sixty (60) day (or, if  applicable,  the one hundred twenty
(120)  day)  time  limit  discussed  above.  If the  decision  on  review is not
communicated to the Claimant  within the sixty (60) day (or, if applicable,  the
one hundred twenty (120) day) period  discussed above, the claim shall be deemed
to have been denied upon  review.  All  decisions  on review  shall be final and
binding with respect to all concerned parties.

                                    ARTICLE 9

                                    AMENDMENT

     9.1 RIGHT TO AMEND. The Employer,  by written instrument executed by a duly
authorized  representative  of the  Employer,  shall have the right to amend the
Plan,  at any time and with respect to any  provisions  hereof,  and all parties
hereto or claiming  any  interest  hereunder  shall be bound by such  amendment;
provided,  however,  that no such  amendment  shall deprive a  Participant  or a
Beneficiary of a right accrued hereunder prior to the date of the amendment.

     9.2 AMENDMENTS TO ENSURE PROPER  CHARACTERIZATION OF PLAN.  Notwithstanding
the  provisions  of Section  9.1, the Plan may be amended by the Employer at any
time,  retroactively  if required,  in the opinion of the Employer,  in order to
ensure that the Plan is characterized as "top-hat" plan as described under ERISA
sections 201(2),  301(a)(3), and 401(a)(1) and an unfunded deferred compensation
plan  for  independent  contractor  Directors,  and to  conform  the Plan to the
provisions and  requirements  of any  applicable  law  (including  ERISA and the
Code).  No such amendment  shall be considered  prejudicial to any interest of a
Participant or a Beneficiary hereunder.


                                   ARTICLE 10

                                   TERMINATION

     10.1 EMPLOYER'S  RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer  reserves
the right to terminate the Plan and/or its obligation to make further credits to
Plan Accounts.  The Employer also reserves the right to suspend the operation of
the Plan for a fixed or indeterminate period of time.

     10.2 AUTOMATIC  TERMINATION OF PLAN. The Plan automatically shall terminate
upon the dissolution of the Employer,  or upon its merger into or  consolidation
with any other corporation or business organization if there is a failure by the
surviving  corporation or business  organization to adopt specifically and agree
to continue the Plan.

     10.3 SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan, the
Employer  shall  continue  all  aspects  of the Plan,  other  than  Compensation
Deferrals  and  Employer  Contribution   Credits,   during  the  period  of  the
suspension,  in which event  payments  hereunder will continue to be made during
the period of the suspension in accordance with Articles 5 and 6.

                                       14

<PAGE>


     10.4 ALLOCATION AND DISTRIBUTION.  This Section shall become operative on a
complete  termination  of the Plan.  The  provisions  of this Section also shall
become  operative  in  the  event  of a  partial  termination  of the  Plan,  as
determined  by the  Employer,  but only with respect to that portion of the Plan
attributable to the Participants to whom the partial  termination is applicable.
Upon the effective date of any such event,  notwithstanding any other provisions
of the Plan, no persons who were not theretofore  Participants shall be eligible
to  become  Participants,  the value of the  interest  of all  Participants  and
Beneficiaries  shall be determined and, after deduction of estimated expenses in
liquidating and, if applicable, paying Plan benefits, paid to them as soon as is
practicable after such termination.

     10.5 SUCCESSOR TO EMPLOYER.  Any corporation or other business organization
which is a successor  to the  Employer by reason of a  consolidation,  merger or
purchase of substantially all of the assets of the Employer shall have the right
to become a party to the Plan by adopting the same by resolution of the entity's
board of directors or other  appropriate  governing body. If, within ninety (90)
days from the effective  date of such  consolidation,  merger or sale of assets,
such new entity  does not become a party  hereto,  as above  provided,  the Plan
automatically  shall be  terminated,  and the  provisions  of Section 10.4 shall
become operative.


                                   ARTICLE 11

                                    THE TRUST

     11.1  ESTABLISHMENT  OF TRUST.  The Employer shall establish the Trust with
the Trustee  pursuant to such terms and conditions as are set forth in the Trust
agreement to be entered into between the Employer and the Trustee.  The Trust is
intended to be treated as a "grantor" trust under the Code and the establishment
of the Trust is not intended to cause the  Participant to realize current income
on amounts contributed thereto, and the Trust shall be so interpreted.


                                   ARTICLE 12

                                  MISCELLANEOUS

                                       15

<PAGE>


     12.1 LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of the
Plan nor any  modification  thereof,  nor the creation of any account  under the
Plan,  nor the  payment of any  benefits  under the Plan shall be  construed  as
giving to any  Participant or other person any legal or equitable  right against
the Employer, or any officer or employer thereof except as provided by law or by
any Plan provision. The Employer does not in any way guarantee any Participant's
Account from loss or depreciation, whether caused by poor investment performance
of a deemed  investment or the inability to realize upon an investment due to an
insolvency  affecting an  investment  vehicle or any other  reason.  In no event
shall the Employer, or any successor, employee, officer, director or stockholder
of the  Employer,  be liable to any person on  account  of any claim  arising by
reason  of the  provisions  of the  Plan  or of any  instrument  or  instruments
implementing its provisions, or for the failure of any Participant,  Beneficiary
or other person to be entitled to any particular tax  consequences  with respect
to the Plan, or any credit or distribution hereunder.

     12.2  CONSTRUCTION.  If any  provision of the Plan is held to be illegal or
void, such illegality or invalidity shall not affect the remaining provisions of
the Plan,  but shall be fully  severable,  and the Plan shall be  construed  and
enforced as if said illegal or invalid provision had never been inserted herein.
For all  purposes of the Plan,  where the context  admits,  the  singular  shall
include the plural,  and the plural  shall  include  the  singular.  Headings of
Articles and Sections  herein are inserted only for convenience of reference and
are not to be considered in the  construction of the Plan. The laws of the State
of Maryland  shall  govern,  control and  determine all questions of law arising
with respect to the Plan and the  interpretation  and validity of its respective
provisions,  except  where  those laws are  preempted  by the laws of the United
States.  Participation under the Plan will not give any Participant the right to
be retained in the service of the Employer nor any right or claim to any benefit
under the Plan unless such right or claim has specifically accrued hereunder.

     The  Plan is  intended  to be and at all  times  shall be  interpreted  and
administered so as to qualify as an unfunded deferred  compensation plan, and no
provision  of the Plan shall be  interpreted  so as to give any  individual  any
right in any assets of the Employer  which right is greater than the rights of a
general unsecured creditor of the Employer.

     12.3  SPENDTHRIFT  PROVISION.  No  amount  payable  to a  Participant  or a
Beneficiary  under the Plan will, except as otherwise  specifically  provided by
law,  be  subject  in  any  manner  to  anticipation,   alienation,  attachment,
garnishment,  sale,  transfer,  assignment  (either at law or in equity),  levy,
execution, pledge, encumbrance,  charge or any other legal or equitable process,
and any  attempt  to do so will be void;  nor will any  benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the person entitled thereto.  Further, (i) the withholding of taxes from Plan
benefit  payments,  (ii) the recovery under the Plan of overpayments of benefits
previously  made to a  Participant  or  Beneficiary,  (iii) if  applicable,  the
transfer  of benefit  rights from the Plan to another  plan,  or (iv) the direct
deposit of benefit  payments  to an  account  in a banking  institution  (if not
actually part of an arrangement  constituting an assignment or alienation) shall
not be construed as an assignment or alienation.

                                       16

<PAGE>


     In the event that any Participant's or Beneficiary's benefits hereunder are
garnished  or attached by order of any court,  the Employer or Trustee may bring
an action or a  declaratory  judgment in a court of  competent  jurisdiction  to
determine the proper recipient of the benefits to be paid under the Plan. During
the pendency of said action,  any benefits that become  payable shall be held as
credits to the  Participant's  or  Beneficiary's  Account or, if the Employer or
Trustee prefers,  paid into the court as they become payable,  to be distributed
by the court to the  recipient  as the court  deems  proper at the close of said
action.

     IN WITNESS WHEREOF, the Employer has caused the Plan to be executed and its
seal to be affixed hereto, effective as of April 15, 2000.


ATTEST/WITNESS                              OAO TECHNOLOGY SOLUTIONS, INC.

                                            By:                           [SEAL]
-----------------------------------            ---------------------------------

Print Name:                                 Print Name:
           ------------------------                    -------------------------

                                            Date:
                                                 -------------------------------

                                       17

<PAGE>


                                       OAO
                           Technology Solutions, Inc.


                                   May 5, 2000


OAO Technology Solutions, Inc.
7500 Greenway Center Drive, 16th Floor
Greenbelt, MD  20770

Ladies and Gentlemen:

     I  am  General  Counsel  of  OAO  Technology  Solutions,  Inc.  a  Delaware
corporation (the  "Company"),  and am delivering this opinion in connection with
the Registration  Statement on Form S-8, with exhibits thereto (the Registration
Statement"),  filed by the Company under the Securities Act of 1933, as amended,
and  the  rules  and  regulations  thereunder  (the  "Act"),   relating  to  the
registration of deferred  compensation  obligations (the  "Obligations")  of the
Company to be offered  under the  Company's  Amended and Restated  Executive and
Director Deferred Compensation Plan (the "Plan").

     I have examined originals or copies,  certified or otherwise  identified to
my  satisfaction,  of the Plan and all other documents  relating to the Company,
the Plan and the proposed issuance of the Obligations as I have deemed necessary
or appropriate as a basis for the opinions set forth below. In my examination, I
have assumed the legal capacity of all natural  persons,  the genuineness of all
signatures,  the  authenticity of all documents  submitted to me as certified or
photostatic  copies  and  the  authenticity  of the  originals  of  such  latter
documents.  As to any facts material to the opinions expressed herein which were
not  independently  established or verified,  I have relied upon  statements and
representations of officers and other representatives of the Company and others.

     I express no opinion as to any laws other than the General  Corporation Law
of the State of Delaware and the Federal laws of the United States of America.

     Based  upon and  subject to the  foregoing,  I am of the  opinion  that the
Obligations,  when established  pursuant to the terms of the Plan, will be valid
and  binding  obligations  of the  Company,  enforceable  against the Company in
accordance with their terms and the terms of the Plan,  except as enforceability
(i) may be limited by bankruptcy,  insolvency,  reorganization, or other similar
laws  affecting  creditors'  rights  generally  and (ii) is  subject  to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).



<PAGE>


OAO Technology Solutions, Inc.
Page 2
May 5, 2000


     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement. Such consent does not constitute a consent under Section
7 of the Act, since I have not certified any part of such Registration Statement
and I do not  otherwise  come within the  categories of persons whose consent is
required  under  Section  7 of the  Act  or the  rules  and  regulations  of the
Commission promulgate thereunder.

     This opinion is furnished by me, as General Counsel, in connection with the
filing of the Registration  Statement and, except as provided in the immediately
preceding paragraph, is not to be used, circulated, quoted or otherwise referred
to for any other purpose without my express written permission or relied upon by
any other person.


                                        Very truly yours,



                                        Dianne R. Sagner, Esquire
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 82785}]
{"company-data": {"conformed-name": "OAO TECHNOLOGY SOLUTIONS INC", "cik": "0001043476", "assigned-sic": "7373", "irs-number": "521973990", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36534", "film-number": "622023"}, "business-address": {"street1": "7500 GREENWAY CENTER DR", "city": "GREENBELT", "state": "MD", "zip": "20770", "phone": "3014860400"}, "mail-address": {"street1": "7500 GREENWAY CENTER DRIVE", "city": "GREEENBLET", "state": "MD", "zip": "20770"}}
As filed with the Securities and Exchange Commission on May 8, 2000

                                THE UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                         OAO TECHNOLOGY SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                           52-1973990
      (State of Incorporation)         (I.R.S. Employer Identification
                                                    No.)

                     7500 Greenway Center Drive, 16th Floor,
                               Greenbelt, MD 20770
          (Address of principal executive offices, including zip code)

                             EXECUTIVE AND DIRECTOR
                           DEFERRED COMPENSATION PLAN

                            (Full title of the plan)

                             Dianne R. Sagner, Esq.
                         OAO Technology Solutions, Inc.
                     7500 Greenway Center Drive, 16th Floor
                               Greenbelt, MD 20770
                     (Name and Address of Agent for Service)

                                 (301) 486-0400
                     (Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================================
Title of shares                 Amount         Proposed         Proposed            Amount of
to be registered                to be          Maximum           maximum           registration
                              registered       Offering         aggregate              fee
                                                Price           offering
                                           Per Obligation(2)    price (3)
------------------------------------------------------------------------------------------------
OAO Executive and Director     $6,600.00          NA                NA              $264.00 per
Deferred Compensation                                                                   million
Obligations (1)
------------------------------------------------------------------------------------------------

================================================================================================
(1) The Deferred  Compensation  Obligations are unsecured general obligations of
OAO Technology  Solutions,  Inc. to pay deferred compensation in accordance with
the  terms of the OAO  Technology  Solutions  Executive  and  Director  Deferred
Compensation  Plan.

(2) In addition,  pursuant to Rule 416 (c) under the Securities and Exchange Act
of 1933,  this  registration  statement also covers an  indeterminate  amount of
interests to be offered or sold pursuant to the employee  benefit plan described
herein.

(3) Pursuant to Rule 457(h), estimated solely for the purpose of calculating the
registration fee.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents,  as filed by OAO Technology  Solutions,  Inc. (the
"Registrant")  with the Securities and Exchange  Commission (the  "Commission"),
are incorporated by reference in this Registration Statement:

     1. The Registrant's  Annual Report on Form 10-K for the year ended December
31, 1999.

     2. The  description  of the  Registrant's  Common  Stock  contained  in the
Registrant's  Registration  Statement  on Form 8-A  filed by the  Registrant  on
October 6, 1997 to register such securities under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration  Statement but
prior to the  filing  of a  post-effective  amendment  that  indicates  that all
securities  offered  hereby have been sold or that  de-registers  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of each
such document.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that is also  incorporated  by reference  herein)  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4. Description of Securities.

     Under the OAO Technology  Solutions,  Inc., Executive and Director Deferred
Compensation  Plan (the  "Deferred  Compensation  Plan"),  the  Registrant  will
provide  certain  executive  employees and all of its Directors  (the  "Deferred
Compensation  Employees")  the  opportunity  to enter  into  agreements  for the
deferral  of a  specified  percentage  of their cash  compensation.  The Plan is
intended to be a "top-hat" plan (i.e., an unfunded  deferred  compensation  plan
maintained  for a select group of  management or  highly-compensated  employees)
under sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974 ("ERISA") and an unfunded  deferred  compensation  plan for
independent contractor Directors.

     To participate in the Deferred  Compensation Plan in a particular year, the
Deferred Compensation Employee must enroll in the Deferred Compensation Plan and
make an  election to defer the receipt of amounts not yet payable in the form of
base salary or bonus.
Ordinarily,  a Participant  shall make such an election with respect to a coming
twelve (12) month Plan Year during the period  beginning  on the  December 1 and
ending on the  December 31 of the prior Plan Year,  or during such other  period
established by OAO Technology  Solutions,  Inc. An election to defer all or part
of a bonus  may be filed  at any time  before  the  date on which  the  bonus is
otherwise   payable.   The  amount  of  compensation  to  be  deferred  by  each
participating employee ("Deferred Compensation  Participant") will be determined
in  accordance  with the  Deferred  Compensation  Plan based on  election by the
employee. In addition,  OAO Technology Solutions,  Inc. may (but is not required
to) credit the participant with an employer  contribution,  which may be subject
to a vesting schedule.

     A committee (the "Deferred  Compensation Plan Committee") consisting of the
Board of  Directors  of the  Registrant  or such  committee  as the Board  shall
appoint,  shall be  charged  with the  general  administration  of the  Deferred
Compensation   Plan  and  the  obligations  of  the  Registrant  (the  "Deferred
Compensation  Obligations").  The  Deferred  Compensation  Obligations  are  not
convertible into another security of the Registrant.  The Deferred  Compensation
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative  covenant on the part of the Registrant.  The Registrant
shall  establish a trust,  which shall be a grantor trust for federal income tax
purposes and which shall not cause the Deferred Compensation Plan to be "funded"
under the  Employee  Retirement  Income  Security  Act of 1974,  to  assist  the
Registrant in meeting the Deferred Compensation  Obligations.  The assets of the
trust will be  available  to  satisfy  the  claims of the  Registrant's  general
creditors in the event of the Registrant's insolvency.

     The Deferred Compensation Obligations will be distributed by the Registrant
in accordance with the terms of the Deferred  Compensation Plan. Payment will be
made at the times elected by the  participant.  In addition,  a participant  may
elect that payment will be made upon the occurrence of certain events, such as a
change in control. In any event, the participant may withdraw his or her account
balance at any time,  subject to a 10% penalty.  The amount  distributed will be
based on the amounts  deferred,  as increased or decreased for deemed investment
in mutual funds or other investments  designated by the participant from choices
offered by the Company.

     A  Deferred  Compensation  Participant's  right or the  right of any  other
person to the Deferred Compensation  Obligations cannot be assigned,  alienated,
sold, garnished, transferred, pledged or encumbered.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.  Section 145 of the Delaware
General  Corporation  Law contains  detailed  provisions on  indemnification  of
directors and officers against  expenses,  judgments,  fines and amounts paid in
settlement,   actually  and  reasonably   incurred  in  connection   with  legal
proceedings. Section 102(a)(7) of the Delaware General Corporation Law permits a
provision in the certificate of a corporation  organized thereunder  eliminating
or limiting,  with certain  exceptions,  the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty.  The  Registrant's   Restated   Certificate  of   Incorporation   requires
indemnification of directors and officers and provides for the limitation of the
liability  of  directors to the fullest  extent  permitted by Delaware  law. The
Registrant's Amended and Restated Bylaws require the Registrant to indemnify any
person who was or is an authorized representative of the Registrant, and who was
or is a party or is threatened  to be made a party to any corporate  proceeding,
by reason of the fact that such person was or is an authorized representative of
the Registrant,  against expenses, judgments,  penalties, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such third party  proceeding  if such person acted in good faith and in a manner
such person reasonably  believed to be in, or not opposed to, the best interests
of the  Registrant  and,  with  respect to any criminal  third party  proceeding
(including  any action or  investigation  which could or does lead to a criminal
third party  proceeding)  had no  reasonable  cause to believe  such conduct was
unlawful.  The  Registrant  also  shall  indemnify  any  person who was or is an
authorized  representative  of the  Registrant  and who was or is a party  or is
threatened to be made a party to any corporate  proceeding by reason of the fact
that such  person  was or is an  authorized  representative  of the  Registrant,
against expenses  actually and reasonably  incurred by such person in connection
with the defense or settlement of such corporate  action if such person acted in
good faith and in a manner reasonably  believed to be in, or not opposed to, the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the  Registrant  unless and only to the extent that the
Delaware Court of Chancery or the court in which such  corporate  proceeding was
pending shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the case,  such  authorized
representative is fairly and reasonably  entitled to indemnity for such expenses
which  the Court of  Chancery  or such  other  court  shall  deem  proper.  Such
indemnification  is  mandatory  under the  Registrant's  bylaws  as to  expenses
actually and reasonably incurred to the extent that an authorized representative
of the Registrant  has been  successful on the merits or otherwise in defense of
any third party or  corporate  proceeding  or in defense of any claim,  issue or
matter  therein.  The  determination  of whether an  individual  is  entitled to
indemnification  under the Bylaws  shall be made by a majority of  disinterested
directors,  independent  legal  counsel  in a  written  legal  opinion,  or  the
stockholders.  Insofar as indemnification  for liabilities arising under the Act
may be permitted to directors,  officers or persons  controlling  the Registrant
pursuant to the foregoing  provisions,  the Registrant has been informed that in
the opinion of the Commission,  such indemnification is against public policy as
expressed in that Act and is therefore unenforceable.

     The Registrant has a directors' and officers'  liability  insurance  policy
that affords  directors and officers with insurance  coverage for losses arising
from  claims  based on breaches of duty,  negligence,  error and other  wrongful
acts.
Item 7. Exemption from Registration Claimed.

        None.

Item 8. Exhibits.

        The following exhibits are filed as part of this Registration Statement.

    4.1 OAO  Technology   Solutions,   Inc.,  Executive  and  Director  Deferred
        Compensation Plan

    5.1 Opinion of Counsel

    23.1 Consent of Deloitte & Touche LLP

Item 9. Undertakings.

    (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  registration  statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not  exceed  that which is  registered)  and any
     deviation  from the low or high end of the  estimated  maximum range may be
     reflected in the form of prospectus  filed with the Commission  pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price represent
     no more than 20 percent change in the maximum aggregate  offering price set
     forth  in  "Calculation  of  Registration   Fee"  table  in  the  effective
     registration statement.

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material  change  to  such  information  in  the  Registration   Statement;
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Greenbelt, Maryland on May __, 2000.

                                        OAO TECHNOLOGY SOLUTIONS, INC.

                                        By:
                                           -------------------------------------
                                        Gregory A. Pratt
                                        Chief Executive Officer and President
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates  indicated.  Each person in so signing,  also makes,
constitutes  and  appoints  Gregory  A.  Pratt,  his  or  her  true  and  lawful
attorneys-in-fact,  in his or her name, place, and stead to execute and cause to
be filed with the Securities  and Exchange  Commission any and all amendments to
this Registration Statement.
Signature                               Capacity                                Date
-----------------------------
Gregory A. Pratt                   Chief Executive Officer and President             April __, 2000
                                   (Principal Executive Officer and
                                   Director)

-----------------------------
J. Jeffrey Fox                     V.P. of Finance and Chief Financial               April __, 2000
                                   Officer (Principal Financial and
                                   Accounting Officer)

-----------------------------
Jerry L. Johnson                   Chairman of the Board and Director                April __, 2000

-----------------------------
Cecile D. Barker                   Vice Chairman of the Board and Director           April __, 2000

-----------------------------
Yvonne Brathwaite Burke            Director                                          April __, 2000

-----------------------------
Frank B. Foster, III               Director                                          April __, 2000

-----------------------------
John F. Lehman                     Director                                          April __, 2000

-----------------------------
Richard B. Lieb                    Director                                          April __, 2000
EXHIBIT INDEX

Exhibit
Number         Description of Exhibit

4.1            OAO Technology Solutions, Inc.,  Executive  and Director Deferred
               Compensation Plan

5.1            Opinion of Counsel

23.1           Consent of Deloitte & Touche LLP
OAO TECHNOLOGY SOLUTIONS, INC.

                             EXECUTIVE AND DIRECTOR
                           DEFERRED COMPENSATION PLAN

                         Effective as of April 15, 2000
OAO TECHNOLOGY SOLUTIONS, INC.

                EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN

                         Effective as of April 15, 2000

                                TABLE OF CONTENTS

                              ARTICLE 1 DEFINITIONS

1.1  ACCOUNT...................................................................1
1.2  BENEFICIARY...............................................................1
1.3  CODE......................................................................1
1.4  COMPENSATION..............................................................1
1.5  COMPENSATION DEFERRAL ACCOUNT.............................................1
1.6  COMPENSATION DEFERRALS....................................................1
1.7  DESIGNATION DATE..........................................................1
1.8  DISCRETIONARY EMPLOYER CONTRIBUTION ACCOUNT...............................2
1.9  DISCRETIONARY EMPLOYER CONTRIBUTIONS......................................2
1.10 EFFECTIVE DATE............................................................2
1.11 ELIGIBLE INDIVIDUAL.......................................................2
1.12 EMPLOYER..................................................................2
1.13 ENTRY DATE................................................................2
1.14 PARTICIPANT...............................................................2
1.15 PARTICIPANT ENROLLMENT AND ELECTION FORM..................................2
1.16 PLAN......................................................................2
1.17 PLAN YEAR.................................................................2
1.18 TRUST.....................................................................3
1.19 TRUSTEE...................................................................3
1.20 VALUATION DATE............................................................3

                     ARTICLE 2 ELIGIBILITY AND PARTICIPATION
2.1  REQUIREMENTS..............................................................3
2.2  RE-EMPLOYMENT.............................................................3
2.3  CHANGE OF EMPLOYMENT CATEGORY.............................................3

                       ARTICLE 3 CONTRIBUTIONS AND CREDITS
3.1  PARTICIPANT COMPENSATION DEFERRALS........................................3
3.2  COMPENSATION DEFERRAL ACCOUNT.............................................4
3.4  CONTRIBUTIONS TO THE TRUST................................................5

                          ARTICLE 4 ALLOCATION OF FUNDS
4.1  ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS.......................5
4.2  ACCOUNTING FOR DISTRIBUTIONS..............................................6
4.3  SEPARATE ACCOUNTS.........................................................6
4.4  INTERIM VALUATIONS........................................................6
4.5  DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS..............................6
4.6  EXPENSES..................................................................7
4.7  TAXES.....................................................................8

                        ARTICLE 5 ENTITLEMENT TO BENEFITS
5.1  FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT............................8
5.2  SPECIAL CIRCUMSTANCES DISTRIBUTIONS.......................................8
5.3  PENALTY DISTRIBUTIONS.....................................................9
5.4  APPLICATION TO TRUSTEE....................................................9

                       ARTICLE 6 DISTRIBUTION OF BENEFITS
6.1  AMOUNT....................................................................9
6.2  METHOD OF PAYMENT........................................................10
6.3  RE-EMPLOYMENT OF PARTICIPANT.............................................10
6.4  DEATH BENEFITS...........................................................10
6.5  WITHHOLDING..............................................................10

                    ARTICLE 7 BENEFICIARIES; PARTICIPANT DATA
7.1  DESIGNATION OF BENEFICIARIES.............................................11

7.2  INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO
     LOCATE PARTICIPANTS OR BENEFICIARIES.....................................11

                            ARTICLE 8 ADMINISTRATION
8.1  ADMINISTRATIVE AUTHORITY.................................................12
8.2  UNIFORMITY OF DISCRETIONARY ACTS.........................................12
8.3  LITIGATION...............................................................13
8.4  CLAIMS PROCEDURE.........................................................13

                               ARTICLE 9 AMENDMENT
9.1  RIGHT TO AMEND...........................................................14
9.2  AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN.....................14

                             ARTICLE 10 TERMINATION
10.1 EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN............................14
10.2 AUTOMATIC TERMINATION OF PLAN............................................14
10.3 SUSPENSION OF DEFERRALS..................................................14
10.4 ALLOCATION AND DISTRIBUTION..............................................15
10.5 SUCCESSOR TO EMPLOYER....................................................15

                              ARTICLE 11 THE TRUST
11.1 ESTABLISHMENT OF TRUST...................................................15
ARTICLE 12 MISCELLANEOUS
12.1 LIMITATIONS ON LIABILITY OF EMPLOYER.....................................15
12.2 CONSTRUCTION.............................................................16
12.3 SPENDTHRIFT PROVISION....................................................16
OAO TECHNOLOGY SOLUTIONS
                EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN

                         Effective as of April 15, 2000

                                    RECITALS

     This  OAO  Technology  Solutions,  Inc.  Executive  and  Director  Deferred
Compensation Plan (the "Plan") is adopted by OAO Technology Solutions, Inc. (the
"Employer") for certain of its executive employees and all of its Directors. The
purpose of the Plan is to offer those  employees and Directors an opportunity to
elect to defer  the  receipt  of  compensation  in  order  to  provide  deferred
compensation  benefits  taxable  pursuant to section 451 of the Internal Revenue
Code of 1986,  as amended (the  "Code").  The Plan is intended to be a "top-hat"
plan (i.e., an unfunded deferred compensation plan maintained for a select group
of management or highly-compensated  employees) under sections 201(2), 301(a)(3)
and 401(a)(1) of the Employee  Retirement  Income Security Act of 1974 ("ERISA")
and an unfunded deferred compensation plan for independent contractor Directors.

     Accordingly, the following Plan is adopted.

                                    ARTICLE 1

                                   DEFINITIONS

     1.1 ACCOUNT means the balance  credited to a Participant's or Beneficiary's
Plan account, including contribution credits and deemed income, gains and losses
(as  determined  by  the  Employer,  in  its  discretion)  credited  thereto.  A
Participant's  or  Beneficiary's  Account  shall be determined as of the date of
reference.

     1.2 BENEFICIARY means any person or person so designated in accordance with
the provisions of Article 7.

     1.3 CODE  means  the  Internal  Revenue  Code of 1986  and the  regulations
thereunder, as amended from time to time.

     1.4 COMPENSATION means the total base salary, bonus and/or commissions,  or
Director's fees, paid by the Employer to an Eligible  Individual with respect to
his or her service for the Employer.

     1.5 COMPENSATION DEFERRAL ACCOUNT is defined in Section 3.2.

     1.6 COMPENSATION DEFERRALS is defined in Section 3.1.

     1.7  DESIGNATION  DATE means the date or dates as of which a designation of
deemed  investment  directions by an individual  pursuant to Section 4.5, or any
change in a prior
designation of deemed investment directions by an individual pursuant to Section
4.5, shall become  effective.  The  Designation  Dates in any Plan Year shall be
designated by the Employer.

     1.8 DISCRETIONARY EMPLOYER CONTRIBUTION ACCOUNT is defined in Section 3.3.

     1.9 DISCRETIONARY EMPLOYER CONTRIBUTIONS is defined in Section 3.3.

     1.10 EFFECTIVE  DATE means the effective  date of the Plan,  which shall be
April 15, 2000.

     1.11 ELIGIBLE INDIVIDUAL means all Directors of the Employer,  and, for any
Plan Year (or  applicable  portion  thereof),  a person who is determined by the
Employer,  or its  designee,  to be a member of a select group of  management or
highly  compensated  employees of the  Employer,  and who is  designated  by the
Employer,  or its designee, to be an Eligible Individual under the Plan. By each
December 31 (or before the Effective  Date for the Plan's first Plan Year),  the
Employer  shall  notify  those  individuals,   if  any,  who  will  be  Eligible
Individuals  for  the  next  Plan  Year.  If the  Employer  determines  that  an
individual first becomes an Eligible Individual during a Plan Year, the Employer
shall notify such  individual  of its  determination  and of the date during the
Plan Year on which the individual shall first become an Eligible Individual.

     1.12 EMPLOYER means OAO Technology  Solutions,  Inc. and its successors and
assigns unless otherwise herein provided,  or any other  corporation or business
organization  which, with the consent of OAO Technology  Solutions,  Inc. or its
successors or assigns,  assumes the  Employer's  obligations  hereunder,  or any
other  corporation or business  organization  which agrees,  with the consent of
Technology Solutions, Inc. to become a party to the Plan.

     1.13 ENTRY DATE with  respect to an  individual  means the first day of the
pay period  following the date on which the individual first becomes an Eligible
Individual.

     1.14  PARTICIPANT  means any person so designated  in  accordance  with the
provisions of Article 2, including,  where appropriate  according to the context
of the Plan,  any former  employee  or  Director  who is or may become (or whose
Beneficiaries may become) eligible to receive a benefit under the Plan.

     1.15  PARTICIPANT  ENROLLMENT  AND ELECTION FORM means the form or forms on
which a Participant elects to defer  Compensation  hereunder and/or on which the
Participant makes certain other designations as required thereon.

     1.16 PLAN means this OAO Technology Solutions,  Inc. Executive and Director
Deferred Compensation Plan, as amended from time to time.

     1.17 PLAN YEAR  means the twelve  (12) month  period (or for the first Plan
Year, the period  beginning April 15, 2000 through  December 31, 2000) ending on
the December 31 of each year during which the Plan is in effect.

                                       2
1.18 TRUST means the Trust established pursuant to Article 11.

     1.19 TRUSTEE means the trustee of the Trust established pursuant to Article
11.

     1.20 VALUATION DATE means the last day of each Plan Year and any other date
that the Employer, in its sole discretion, designates as a Valuation Date.

                                    ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION

     2.1 REQUIREMENTS.  Every Eligible Individual on the Effective Date shall be
eligible to become a Participant  on the Effective  Date.  Every other  Eligible
Individual  shall be  eligible to become a  Participant  on the first Entry Date
occurring  on or  after  the  date  on  which  he or  she  becomes  an  Eligible
Individual.  No individual shall become a Participant,  however, if he or she is
not an Eligible Individual on the date his or her participation is to begin.

     Participation in the Participant  Compensation Deferral feature of the Plan
is voluntary.  In order to participate in the Participant  Compensation Deferral
feature  of the  Plan,  an  otherwise  Eligible  Individual  must  make  written
application in such manner as may be required by Section 3.2 and by the Employer
and must agree to make Compensation Deferrals as provided in Article 3.

     2.2  RE-EMPLOYMENT.  If a Participant  whose employment status (or Director
status)  with  the  Employer  is  terminated  is  subsequently  re-employed  (or
subsequently becomes again a Director),  he or she shall become a Participant in
accordance with the provisions of Section 2.1.

     2.3 CHANGE OF EMPLOYMENT CATEGORY.  During any period in which an executive
Participant remains in the employ of the Employer,  but ceases to be an Eligible
Individual,  he or she  shall not be  eligible  to make  Compensation  Deferrals
hereunder.

                                    ARTICLE 3

                            CONTRIBUTIONS AND CREDITS

     3.1   PARTICIPANT   COMPENSATION   DEFERRALS.   In  accordance  with  rules
established by the Employer, a Participant may elect to defer Compensation which
is not yet payable and which would otherwise be paid to the Participant. Amounts
so  deferred  will  be  considered  a  Participant's  "Compensation  Deferrals".
Ordinarily,  a Participant  shall make such an election with respect to a coming
twelve (12) month Plan Year during the period  beginning  on the  December 1 and
ending on the  December 31 of the prior Plan Year,  or during such other  period
established by the Employer.

                                        3
Compensation  Deferrals  shall be made through  regular payroll or Director
fee deductions  through an election by the Participant to defer compensation not
yet  payable  to him or her at the time of the  election.  The  Participant  may
reduce his or her regular  payroll of  Director  fees for a  particular  year by
written notice  delivered to the Employer at least thirty (30) days prior to the
beginning of any regular  payroll or  compensation  period,  with such reduction
being  first  effective  for  Compensation  to be  earned  in  that  payroll  or
compensation period. In the case of bonus payment deferrals, the Participant may
reduce  his or her  bonus  payments  due to be paid by the  Employer  by  giving
written notice to the Employer of the bonus payment Compensation Deferral amount
prior to the date the applicable bonus is first due to be paid.

     Once  made,  a  Compensation  Deferral  payroll  deduction  election  shall
continue in force indefinitely, until reduced by the Participant on a subsequent
Participant  Enrollment  and Election  Form provided by the Employer as provided
above or until increased  during an annual  enrollment  period under the Plan. A
bonus  payment  reduction  election,  or a  reduction  thereof  pursuant  to the
foregoing, shall continue in force only for one bonus payment.

     Notwithstanding the preceding, Participant Compensation Deferrals shall not
exceed such maximum  percentages  as may be  established  by the Employer in its
discretion  and   communicated  to   Participants   from  time  to  time.  If  a
Participant's  Compensation  Deferrals  exceed such maximum  percentage(s),  the
Employer shall have the right to reduce the  percentage(s) of the  Participant's
Compensation  Deferrals by giving the Participant  written  notification of such
reduction.  In addition, the Employer may require that Participant  Compensation
Deferrals  be  comprised  of a  minimum  percentage  which  percentage  shall be
established by the Employer in its discretion and  communicated  to Participants
from time to time.

     As of the  Effective  Date,  Compensation  Deferrals  made through  regular
payroll  deductions by a Participant who is an employee of the Employer shall be
at least 3 percent (3%) and no more than $100,000 per year of the  Participant's
Compensation.

     Compensation  Deferrals  shall be deducted by the Employer  from the pay or
fees of a  deferring  Participant  and  shall be  credited  to the  Compensation
Deferral Account of the deferring Participant.

     3.2  COMPENSATION   DEFERRAL  ACCOUNT.   There  shall  be  established  and
maintained by the Employer a separate  Compensation Deferral Account in the name
of each Participant to which shall be credited or debited:  (a) amounts equal to
the  Participant's  Compensation  Deferrals;  (b)  amounts  equal to any  deemed
earnings or losses (to the extent realized,  based upon deemed fair market value
of  the  Account's  deemed  assets,  as  determined  by  the  Employer,  in  its
discretion)  attributable  or allocable  thereto;  and (c) expenses and/or taxes
charged to that Account.

     A Participant  shall at all times be 100% vested in amounts credited to his
or her Participant Compensation Deferral Account.

                                       4
3.3 DISCRETIONARY EMPLOYER CONTRIBUTION CREDITS. There shall be established
and maintained a separate  Discretionary Employer Contribution Credit Account in
the name of each  Participant.  Such  Account  shall be credited or debited,  as
applicable, with (a) amounts equal to the Discretionary Employer's Contributions
credited to that  Account,  if any;  (b) any deemed  earnings and losses (to the
extent  realized,  based upon deemed fair market value of the  Account's  deemed
assets as  determined  by the  Employer,  in its  discretion)  allocated to that
Account; and (c) expenses charged to that Account.

     For purposes of this  Section,  the  Discretionary  Employer  Contributions
credited to a Participant's  Discretionary  Employer  Contribution Account for a
particular Plan Year shall be an amount (if any) determined by the Employer,  in
its discretion.

     A Participant's Discretionary Employer Contribution Credit Account shall be
credited or debited,  as  applicable,  as of each  Valuation  Date,  with deemed
earnings or losses, as applicable,  and expenses.  The amount of deemed earnings
or losses and expenses  shall be as  determined by the Employer  hereunder.  The
Employer  shall have the  discretion to allocate such deemed  earnings or losses
and expenses among  Participants'  Discretionary  Employer  Contribution  Credit
Accounts  pursuant  to  such  allocation  rules  as  the  Employer  deems  to be
reasonable and administratively practicable.

     A  Participant  shall  become  vested  in  amounts  credited  to his or her
Discretionary  Employer  Contribution  Account pursuant to such vesting schedule
for such amounts as is prescribed by the Employer, it its discretion.

     3.4  CONTRIBUTIONS  TO THE TRUST.  An amount  shall be  contributed  by the
Employer  to the Trust  maintained  under  Section  11.1 equal to the  amount(s)
required to be credited to the Participant's Account under Sections 3.1, 3.2 and
3.3. The Employer shall make contributions to the Trust by the deadline for such
contributions  if they were being made with  respect  to the  Employer's  401(k)
plan.

                                    ARTICLE 4

                               ALLOCATION OF FUNDS

     4.1 ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Subject to Section
4.5,  each  Participant  shall have the right to direct the  Employer  as to how
amounts in his or her Plan Account  shall be deemed to be  invested.  Subject to
such  limitations  as may from time to time be required  by law,  imposed by the
Employer or the Trustee or contained  elsewhere in the Plan, and subject to such
operating  rules  and  procedures  as may be  imposed  from  time to time by the
Employer,  prior to the date on which a  direction  will become  effective,  the
Participant shall have the right to direct the Employer as to how amounts in his
or her Account shall be deemed to be invested.

     The Employer  shall direct the Trustee to invest the account  maintained in
the  Trust on  behalf  of the  Participant  pursuant  to the  deemed  investment
directions the Employer properly

                                        5
has received from the Participant.  The value of the Participant's Account shall
be equal to the value of the account maintained under the Trust on behalf of the
Participant.  As of each valuation date of the Trust, the Participant's  Account
will be credited or debited to reflect the Participant's  deemed  investments of
the Trust.

     The  Participant's  Plan  Account  will be  credited  or  debited  with the
increase or decrease in the realizable net asset value or credited interest,  as
applicable,  of the  designated  deemed  investments,  as  follows.  As of  each
Valuation  Date,  an amount equal to the net increase or decrease in  realizable
net asset  value or credited  interest,  as  applicable  (as  determined  by the
Employer or the Trustee, as applicable), of each deemed investment option within
the Account  since the  preceding  Valuation  Date shall be allocated  among all
Participants'  Accounts  deemed  to be  invested  in that  investment  option in
accordance  with the ratio which the portion of the Account of each  Participant
which is deemed to be invested  within that  investment  option,  determined  as
provided  herein,  bears to the  aggregate of all amounts  deemed to be invested
within that investment option.

     4.2  ACCOUNTING  FOR  DISTRIBUTIONS.  As of the  date  of any  distribution
hereunder,  the  distribution  made  hereunder to the  Participant or his or her
Beneficiary or  Beneficiaries  shall be charged to such  Participant's  Account.
Such amounts shall be charged on a pro rata basis against the investments of the
Trust in which the Participant's Account is deemed to be invested.

     4.3  SEPARATE  ACCOUNTS.  A  separate  account  under  the  Plan  shall  be
established  and  maintained  by the  Employer  to reflect  the Account for each
Participant  with   sub-accounts  to  show  separately  the  applicable   deemed
investments of the Account.

     4.4 INTERIM VALUATIONS.  If it is determined by the Employer that the value
of a Participant's  Account as of any date on which distributions are to be made
differs  materially  from the value of the  Participant's  Account  on the prior
Valuation Date upon which the distribution is to be based, the Employer,  in its
discretion,  shall  have the right to  designate  any date in the  interim  as a
Valuation  Date for the purpose of revaluing the  Participant's  Account so that
the Account will, prior to the distribution,  reflect its share of such material
difference in value.

     4.5  DEEMED  INVESTMENT   DIRECTIONS  OF  PARTICIPANTS.   Subject  to  such
limitations as may from time to time be required by law, imposed by the Employer
or the Trustee or contained elsewhere in the Plan, and subject to such operating
rules and procedures as may be imposed from time to time by the Employer,  prior
to and effective for each Designation  Date, each Participant may communicate to
the Employer a direction as to how his or her Plan Accounts  should be deemed to
be invested (in any whole dollar  amounts or  percentage  multiples)  among such
categories  of  deemed  investments  as may be made  available  by the  Employer
hereunder.  Such direction may separately  designate deemed  investments (a) for
that portion of the Participant's  Account  attributable to amounts that will be
credited to the  Participant's  Account prior to the  Designation  Date on which
such  direction  shall  become  effective,  and  (b)  for  that  portion  of the
Participant's  Account  attributable  to amounts  that will be  credited  to the

                                        6
Participant's  Account after the Designation  Date on which such direction shall
become effective, and shall be subject to the following rules:

          (a) Any initial or subsequent deemed investment  direction shall be in
     writing, on a form supplied by and filed with the Employer (or made in such
     other manner  specified by the Employer),  and shall be effective as of the
     next Designation Date after such filing.

          (b) All amounts credited to the Participant's  Account shall be deemed
     to be invested in  accordance  with the then  effective  deemed  investment
     direction,  and as of the  effective  date  of any  new  deemed  investment
     direction, all or a portion of the Participant's Account at that date shall
     be reallocated  among the designated  deemed  investment funds according to
     the percentages specified in the new deemed investment direction unless and
     until a subsequent  deemed  investment  direction shall be filed and become
     effective.  An election concerning deemed investment choices shall continue
     indefinitely  until changed by the Participant in a manner permitted by the
     Employer.

          (c) If the Employer  receives an initial or revised deemed  investment
     direction  which  it deems  to be  incomplete,  unclear  or  improper,  the
     Participant's  investment  direction  then in effect shall remain in effect
     (or, in the case of a deficiency in an initial deemed investment direction,
     the  Participant  shall  be  deemed  to have  filed  no  deemed  investment
     direction) until the next Designation  Date,  unless the Employer  provides
     for, and permits the application of, corrective action prior thereto.

          (d) If the Employer  possesses (or is deemed to possess as provided in
     (c), above) at any time directions as to the deemed investment of less than
     all of a Participant's  Account,  the  Participant  shall be deemed to have
     directed  that the  undesignated  portion  of the  Account  be deemed to be
     invested in a money market,  fixed income,  or similar fund made  available
     under the Plan as determined by the Employer in its discretion.

          (e)  Each  Participant  hereunder,  as  a  condition  to  his  or  her
     participation hereunder, agrees to indemnify and hold harmless the Employer
     and its agents and  representatives  from any losses or damages of any kind
     relating to the deemed investment of the Participant's Account hereunder.

          (f) Each reference in this Section to a Participant shall be deemed to
     include, where applicable, a reference to a Beneficiary.

     4.6  EXPENSES.   Expenses,   including  Trustee  fees,   allocable  to  the
administration  or  operation of an Account  maintained  under the Plan shall be
paid by the Employer  unless,  in the  discretion of the Employer,  the Employer
elects to charge such expenses, or any portion thereof,  against the appropriate
Participant's  Account or  Participants'  Accounts.  On the Effective  Date, the
first  35  basis  points  (.35%)  of  expenses  will  be  charged   against  the
Participants' Accounts. The Employer shall pay expenses in excess of this amount
in accordance with this Section 4.6.

     If an expense,  or any portion thereof,  is charged against a Participant's
Account,  at the  discretion  of the  Employer,  such  expense,  or any  portion
thereof,  either (a) will reduce the

                                        7
contribution  to the Trust under Section 3.4 next due to be made by the Employer
in respect of the  Account,  or (b) will be paid from the Trust to the  Employer
out of assets of the Trust corresponding to the Participant's Account hereunder.

     4.7  TAXES.  Any  taxes  allocable  to  an  Account  (or  portion  thereof)
maintained  under the Plan which are payable  prior to the  distribution  of the
Account (or portion  thereof),  as determined by the Employer,  shall be paid by
the Employer unless,  in the discretion of the Employer,  the Employer elects to
charge  taxes  incurred  after  the  date  such  election  is   communicated  to
Participants  against the  appropriate  Participant's  Account or  Participants'
Accounts.  If a tax amount is charged  against a Participant's  Account,  at the
discretion of the Employer, such expense either (a) will reduce the contribution
to the Trust under Section 3.4 next due to be made by the Employer in respect of
the Account, or (b) will be paid from the Trust to the Employer out of assets of
the Trust corresponding to the Participant's Account.

                                    ARTICLE 5

                             ENTITLEMENT TO BENEFITS

     5.1  FIXED  PAYMENT  DATES;  TERMINATION  OF  EMPLOYMENT.  On  his  or  her
Participant  Enrollment  and  Election  Form, a  Participant  may select a fixed
payment  date for the  payment or  commencement  of payment of his or her vested
Account, which will be valued and payable according to the provisions of Article
6. Such a fixed payment date may be extended to later dates so long as elections
to so extend are made by the  Participant  at least six (6) months  prior to the
then applicable fixed date. Such a fixed payment date may not be accelerated.

     Alternatively,  on his or her  Participant  Enrollment and Election Form, a
Participant  may select payment or  commencement of payment of his or her vested
Account at his or her  termination  of employment  with the Employer,  or at the
earlier of a fixed payment date or his or her termination of employment with the
Employer.  In either of these cases,  the extension and  non-acceleration  rules
discussed  above shall apply to such fixed  payment date and/or  termination  of
employment date, as applicable.

     Any fixed payment date elected by a  Participant  pursuant to the foregoing
must be no earlier than the January 1 of the third  calendar year  following the
year in which the election is made.

     If a Participant  does not select a payment date pursuant to the foregoing,
his or her vested Account shall be distributed or commence to be distributed, as
provided  in Article 6, at the  termination  of his or her  employment  with the
Employer.

         5.2 SPECIAL CIRCUMSTANCES DISTRIBUTIONS.  On his or her Form and Timing
of Payment Election Form, a Participant may elect, prior to the occurrence of an
elected "Special Circumstance",  to receive (or begin to receive, as applicable)
his  or her  vested  Account  upon  the  occurrence  of  one  or  more  "Special
Circumstances"  as specified  on the Form.  If such an election is made prior to
the  occurrence  of the elected  Special  Circumstance  and the elected

                                        8
Special   Circumstance   occurs,   the  Trustee   shall  make  the   appropriate
distribution(s)  to the Participant  from amounts held by the Trustee in respect
of the Participant's  vested Account. For purposes of this Section, the value of
the  Participant's  vested  Account  shall be  determined  as of the date of the
distribution(s).

     "Special  Circumstances"  means:  (a)  the  closing  of  a  sale  or  other
disposition  of  shares  of  OAO  Technology  Solutions,   Inc.  such  that  the
shareholders of OAO Technology  Solutions,  Inc.  immediately before the closing
will not  beneficially  own,  immediately  after the sale or other  disposition,
shares entitling them to more than 50% of all votes to which all shareholders of
OAO Technology  Solutions,  Inc. would be entitled in the election of directors;
(b) any change in the membership of the OAO Technology Solutions, Inc. Board if,
immediately  after the change, at least 50% of the directors were not members of
the Board for at least one year preceding the change; (c) Safeguard Scientifics,
Inc.  reducing its common stock ownership in OAO Technology  Solutions,  Inc. to
less  than 5%;  or (d) the  reduction  in the  trading  price of OAO  Technology
Solutions, Inc. stock to below $2 per share for 20 consecutive trading days.

     5.3 PENALTY  DISTRIBUTIONS.  A Participant  may elect, at any time prior to
the date on which a distribution  is otherwise due to him or her  hereunder,  to
receive a lump sum  distribution  of all or a  designated  portion of his or her
vested  Account,  subject to the forfeiture of ten percent of the amount subject
to the  election.  If such an  election  is made,  the  Trustee  shall  make the
appropriate net lump sum  distribution  to the Participant  from amounts held by
the Trustee in respect of the Participant's  vested Account and shall pay to the
Employer the ten percent forfeiture  amount.  For purposes of this Section,  the
value of the Participant's  vested Account shall be determined as of the date of
the lump sum distribution.

     5.4 APPLICATION TO TRUSTEE.  On the date or dates on which a Participant or
Beneficiary  is  entitled  to  payment  under  Sections  5.1 , 5.2 and 5.3,  the
Participant  or  Beneficiary  need  not  make  application  for  payment  to the
Employer,  but instead may make  application for payment directly to the Trustee
who shall pay the  Participant or Beneficiary  the  appropriate  amount directly
from the Trust without the consent of the Employer. The Trustee shall report the
amount of each such payment, and any withholding thereon, to the Employer.

                                    ARTICLE 6

                            DISTRIBUTION OF BENEFITS

     6.1 AMOUNT. A Participant (or his or her Beneficiary) shall become entitled
to receive,  on or about the date or dates selected by the Participant on his or
her  Participant  Enrollment and Election Form or, if none, on or about the date
of the Participant's termination of employment with the Employer (as provided in
Article 5), a  distribution  in an aggregate  amount equal to the  Participant's
vested  Account.  Any payment due hereunder  from the Trust which is not paid by
the Trust for any reason will be paid by the Employer from its general assets.

                                        9
6.2 METHOD OF PAYMENT.

     (a) Cash Or In-Kind Payments. Payments under the Plan shall be made in cash
or in-kind, as elected by the Participant,  as permitted by the Employer and the
Trustee  in  their  sole and  absolute  discretion  and  subject  to  applicable
restrictions on transfer as may be applicable legally or contractually.

     (b)  Timing  and  Manner  of  Payment.  In the case of  distributions  to a
Participant or his or her  Beneficiary  by virtue of an entitlement  pursuant to
Sections 5.1, an aggregate amount equal to the Participant's vested Account will
be paid by the Trust or the Employer,  as provided in Section 6.1, in a lump sum
or in five (5) substantially equal annual  installments  (adjusted for gains and
losses),  as selected by the Participant  prior to the date on which amounts are
first payable to the Participant.

     If a Participant  fails to designate  properly the manner of payment of the
Participant's benefit under the Plan, such payment will be in a lump sum.

     If the whole or any part of a payment  hereunder is to be in  installments,
the total to be so paid shall  continue to be deemed to be invested  pursuant to
Sections 4.1 and 4.5 under such  procedures  as the Employer may  establish,  in
which case any deemed income,  gain,  loss or expense  attributable  thereto (as
determined  by the  Trustee,  in  its  discretion)  shall  be  reflected  in the
installment payments, in such equitable manner as the Trustee shall determine.

     6.3  RE-EMPLOYMENT OF PARTICIPANT.  If a Participant who has terminated his
or  her  employment  (or  Director   status)  with  the  Employer  is  receiving
installment distributions pursuant to Section 6.2 and is re-employed by (or once
again becomes a Director of) the Employer,  the remaining  distributions  due to
the  Participant  shall be suspended  until such times as the  Participant  once
again  becomes  eligible for  benefits  under  Sections  5.1, at which time such
distribution shall commence, subject to the limitations and conditions contained
in this Plan.

     6.4 DEATH  BENEFITS.  If a Participant  dies before  terminating his or her
employment (or Director status) with the Employer and before the commencement of
payments to the  Participant  hereunder,  the entire value of the  Participant's
Account shall be paid, at the time(s) selected by the Participant  under Article
5 and in the manner provided in Section 6.2, to the person or persons designated
in accordance with Section 7.1.

     Upon the death of a Participant  after  payments  hereunder  have begun but
before he or she has received all payments to which he or she is entitled  under
the Plan, the remaining  benefit payments shall be paid to the person or persons
designated in  accordance  with Section 7.1 in the manner in which such benefits
were payable to the Participant.

     6.5  WITHHOLDING.  All  distributions  under  the Plan are  subject  to any
applicable tax withholding, as determined by the Employer in its discretion.

                                       10
ARTICLE 7

                         BENEFICIARIES; PARTICIPANT DATA

     7.1 DESIGNATION OF  BENEFICIARIES.  Each  Participant from time to time may
designate any person or persons (who may be named  contingently or successively)
to receive  such  benefits  as may be  payable  under the Plan upon or after the
Participant's  death,  and such  designation may be changed from time to time by
the Participant by filing a new  designation.  Each  designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Employer,  and will be  effective  only when filed in writing  with the Employer
during the Participant's lifetime.

     In the absence of a valid Beneficiary  designation,  or if, at the time any
benefit payment is due to a Beneficiary,  there is no living Beneficiary validly
named by the Participant, the Employer shall pay any such benefit payment to the
Participant's  spouse, if then living,  but otherwise to the Participant's  then
living  descendants,  if any, per stirpes,  but, if none,  to the  Participant's
estate. In determining the existence or identity of anyone entitled to a benefit
payment,  the Employer may rely  conclusively  upon information  supplied by the
Participant's personal representative, executor or administrator.

     If a question  arises as to the existence or identity of anyone entitled to
receive a benefit  payment as aforesaid,  or if a dispute arises with respect to
any such payment, then, notwithstanding the foregoing, the Employer, in its sole
discretion,  may  distribute  such payment to the  Participant's  estate without
liability for any tax or other consequences  which might flow therefrom,  or may
take such other action as the Employer deems to be appropriate.

     7.2  INFORMATION  TO  BE  FURNISHED  BY  PARTICIPANTS  AND   BENEFICIARIES;
INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication,  statement
or notice addressed to a Participant or to a Beneficiary at his or her last post
office  address  as shown on the  Employer's  records  shall be  binding  on the
Participant or Beneficiary  for all purposes of the Plan. The Employer shall not
be obliged to search for any Participant or Beneficiary  beyond the sending of a
registered  letter to such last known  address.  If the  Employer  notifies  any
Participant  or  Beneficiary  that he or she is entitled to an amount  under the
Plan and the  Participant or Beneficiary  fails to claim such amount or make his
or her location known to the Employer within three (3) years  thereafter,  then,
except as otherwise  required by law, if the location of one or more of the next
of kin of the  Participant  is known to the  Employer,  the  Employer may direct
distribution  of such amount to any one or more or all of such next of kin,  and
in such proportions as the Employer  determines.  If the location of none of the
foregoing persons can be determined, the Employer shall have the right to direct
that the amount  payable  shall be deemed to be a  forfeiture,  except  that the
dollar amount of the  forfeiture,  unadjusted  for deemed gains or losses in the
interim,  shall be paid by the Employer if a claim for the benefit  subsequently
is made by the  Participant  or the  Beneficiary  to whom it was  payable.  If a
benefit payable to an unlocated Participant or Beneficiary is subject to escheat
pursuant to applicable state law, the Employer shall not be liable to any person
for any payment made in accordance with such law.

                                       11
ARTICLE 8

                                 ADMINISTRATION

     8.1 ADMINISTRATIVE  AUTHORITY.  Except as otherwise  specifically  provided
herein,  the Employer,  acting through its Board of Directors or the designee(s)
thereof,  shall  have the sole  responsibility  for and the sole  control of the
operation and administration of the Plan, and shall have the power and authority
to take all action and to make all  decisions and  interpretations  which may be
necessary or appropriate in order to administer and operate the Plan, including,
without  limiting  the  generality  of  the  foregoing,   the  power,  duty  and
responsibility to:

          (a) Resolve and determine all disputes or questions  arising under the
     Plan, and to remedy any  ambiguities,  inconsistencies  or omissions in the
     Plan.

          (b) Adopt such rules of procedure  and  regulations  as in its opinion
     may be necessary  for the proper and efficient  administration  of the Plan
     and as are consistent with the Plan.

          (c) Implement the Plan in accordance  with its terms and the rules and
     regulations adopted as above.

          (d)  Make  determinations  with  respect  to  the  eligibility  of any
     Eligible Individual as a Participant and make determinations concerning the
     crediting of Plan Accounts.

          (e)  Appoint  any  persons  or  firms,  or  otherwise  act  to  secure
     specialized  advice or  assistance,  as it deems  necessary or desirable in
     connection  with the  administration  and  operation  of the Plan,  and the
     Employer  shall be entitled to rely  conclusively  upon, and shall be fully
     protected  in any action or  omission  taken by it in good  faith  reliance
     upon,  the advice or opinion of such firms or persons.  The Employer  shall
     have the power  and  authority  to  delegate  from time to time by  written
     instrument all or any part of its duties, powers or responsibilities  under
     the Plan, both ministerial and discretionary,  as it deems appropriate,  to
     any  person  or  committee,  and in the  same  manner  to  revoke  any such
     delegation of duties, powers or responsibilities. Any action of such person
     or  committee  in  the  exercise  of  such  delegated  duties,   powers  or
     responsibilities  shall have the same  force and  effect  for all  purposes
     hereunder as if such action had been taken by the  Employer.  Further,  the
     Employer may  authorize one or more persons to execute any  certificate  or
     document on behalf of the Employer,  in which event any person  notified by
     the  Employer  of such  authorization  shall  be  entitled  to  accept  and
     conclusively  rely upon any such  certificate or document  executed by such
     person as  representing  action by the Employer until such notified  person
     shall have been notified of the revocation of such authority.

     8.2 UNIFORMITY OF DISCRETIONARY  ACTS.  Whenever in the  administration  or
operation  of the Plan  discretionary  actions by the  Employer  are required or
permitted,  such actions  shall be  consistently  and  uniformly  applied to all
persons  similarly  situated,  and no such  action  shall be taken  which  shall
discriminate in favor of any particular person or group of persons.

                                       12
8.3 LITIGATION.  Except as may be otherwise  required by law, in any action
or judicial  proceeding  affecting the Plan, no Participant or Beneficiary shall
be entitled to any notice or service of process,  and any final judgment entered
in such action shall be binding on all persons interested in, or claiming under,
the Plan.

     8.4  CLAIMS  PROCEDURE.  Any person  claiming  a benefit  under the Plan (a
"Claimant") shall present the claim, in writing, to the Employer or the Trustee,
and the  Employer  or the  Trustee  shall  respond in  writing.  If the claim is
denied,  the written notice of denial shall state, in a manner  calculated to be
understood by the Claimant:

          (a) The  specific  reason or reasons  for the  denial,  with  specific
     references to the Plan provisions on which the denial is based;

          (b) A description of any additional material or information  necessary
     for the Claimant to perfect his or her claim and an explanation of why such
     material or information is necessary; and

          (c) An explanation of the Plan's claims review procedure.

     The  written  notice  denying or  granting  the  Claimant's  claim shall be
provided  to the  Claimant  within  ninety  (90) days  after the  Employer's  or
Trustee's  receipt  of  the  claim,  unless  special  circumstances  require  an
extension of time for  processing  the claim.  If such an extension is required,
written notice of the extension shall be furnished by the Employer or Trustee to
the  Claimant  within the  initial  ninety (90) day period and in no event shall
such an  extension  exceed a period  of  ninety  (90)  days  from the end of the
initial ninety (90) day period.  Any extension notice shall indicate the special
circumstances  requiring  the  extension  and the date on which the  Employer or
Trustee  expects to render a decision  on the  claim.  Any claim not  granted or
denied within the period noted above shall be deemed to have been denied.

     Any Claimant whose claim is denied, or deemed to have been denied under the
preceding sentence (or such Claimant's authorized  representative),  may, within
sixty (60) days after the Claimant's  receipt of notice of the denial,  or after
the date of the deemed  denial,  request a review of the denial by notice given,
in writing,  to the  Employer or  Trustee.  Upon such a request for review,  the
claim  shall  be  reviewed  by  the  Employer  or  Trustee  (or  its  designated
representative)  which may,  but shall not be required  to, grant the Claimant a
hearing.  In connection with the review,  the Claimant may have  representation,
may examine pertinent documents, and may submit issues and comments in writing.

     The decision on review normally shall be made within sixty (60) days of the
Employer's  receipt  of the  request  for  review.  If an  extension  of time is
required  due to special  circumstances,  the  Claimant  shall be  notified,  in
writing,  by the  Employer  or Trustee,  and the time limit for the  decision on
review  shall be extended  to one hundred  twenty  (120) days.  The  decision on
review  shall be in  writing  and  shall  state,  in a manner  calculated  to be
understood  by the  Claimant,  the  specific  reasons for the decision and shall
include  references  to the relevant  Plan  provisions  on which the decision is
based.  The written decision on review shall be given to the

                                       13
Claimant  within the sixty (60) day (or, if  applicable,  the one hundred twenty
(120)  day)  time  limit  discussed  above.  If the  decision  on  review is not
communicated to the Claimant  within the sixty (60) day (or, if applicable,  the
one hundred twenty (120) day) period  discussed above, the claim shall be deemed
to have been denied upon  review.  All  decisions  on review  shall be final and
binding with respect to all concerned parties.

                                    ARTICLE 9

                                    AMENDMENT

     9.1 RIGHT TO AMEND. The Employer,  by written instrument executed by a duly
authorized  representative  of the  Employer,  shall have the right to amend the
Plan,  at any time and with respect to any  provisions  hereof,  and all parties
hereto or claiming  any  interest  hereunder  shall be bound by such  amendment;
provided,  however,  that no such  amendment  shall deprive a  Participant  or a
Beneficiary of a right accrued hereunder prior to the date of the amendment.

     9.2 AMENDMENTS TO ENSURE PROPER  CHARACTERIZATION OF PLAN.  Notwithstanding
the  provisions  of Section  9.1, the Plan may be amended by the Employer at any
time,  retroactively  if required,  in the opinion of the Employer,  in order to
ensure that the Plan is characterized as "top-hat" plan as described under ERISA
sections 201(2),  301(a)(3), and 401(a)(1) and an unfunded deferred compensation
plan  for  independent  contractor  Directors,  and to  conform  the Plan to the
provisions and  requirements  of any  applicable  law  (including  ERISA and the
Code).  No such amendment  shall be considered  prejudicial to any interest of a
Participant or a Beneficiary hereunder.

                                   ARTICLE 10

                                   TERMINATION

     10.1 EMPLOYER'S  RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer  reserves
the right to terminate the Plan and/or its obligation to make further credits to
Plan Accounts.  The Employer also reserves the right to suspend the operation of
the Plan for a fixed or indeterminate period of time.

     10.2 AUTOMATIC  TERMINATION OF PLAN. The Plan automatically shall terminate
upon the dissolution of the Employer,  or upon its merger into or  consolidation
with any other corporation or business organization if there is a failure by the
surviving  corporation or business  organization to adopt specifically and agree
to continue the Plan.

     10.3 SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan, the
Employer  shall  continue  all  aspects  of the Plan,  other  than  Compensation
Deferrals  and  Employer  Contribution   Credits,   during  the  period  of  the
suspension,  in which event  payments  hereunder will continue to be made during
the period of the suspension in accordance with Articles 5 and 6.

                                       14
10.4 ALLOCATION AND DISTRIBUTION.  This Section shall become operative on a
complete  termination  of the Plan.  The  provisions  of this Section also shall
become  operative  in  the  event  of a  partial  termination  of the  Plan,  as
determined  by the  Employer,  but only with respect to that portion of the Plan
attributable to the Participants to whom the partial  termination is applicable.
Upon the effective date of any such event,  notwithstanding any other provisions
of the Plan, no persons who were not theretofore  Participants shall be eligible
to  become  Participants,  the value of the  interest  of all  Participants  and
Beneficiaries  shall be determined and, after deduction of estimated expenses in
liquidating and, if applicable, paying Plan benefits, paid to them as soon as is
practicable after such termination.

     10.5 SUCCESSOR TO EMPLOYER.  Any corporation or other business organization
which is a successor  to the  Employer by reason of a  consolidation,  merger or
purchase of substantially all of the assets of the Employer shall have the right
to become a party to the Plan by adopting the same by resolution of the entity's
board of directors or other  appropriate  governing body. If, within ninety (90)
days from the effective  date of such  consolidation,  merger or sale of assets,
such new entity  does not become a party  hereto,  as above  provided,  the Plan
automatically  shall be  terminated,  and the  provisions  of Section 10.4 shall
become operative.

                                   ARTICLE 11

                                    THE TRUST

     11.1  ESTABLISHMENT  OF TRUST.  The Employer shall establish the Trust with
the Trustee  pursuant to such terms and conditions as are set forth in the Trust
agreement to be entered into between the Employer and the Trustee.  The Trust is
intended to be treated as a "grantor" trust under the Code and the establishment
of the Trust is not intended to cause the  Participant to realize current income
on amounts contributed thereto, and the Trust shall be so interpreted.

                                   ARTICLE 12

                                  MISCELLANEOUS

                                       15
12.1 LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of the
Plan nor any  modification  thereof,  nor the creation of any account  under the
Plan,  nor the  payment of any  benefits  under the Plan shall be  construed  as
giving to any  Participant or other person any legal or equitable  right against
the Employer, or any officer or employer thereof except as provided by law or by
any Plan provision. The Employer does not in any way guarantee any Participant's
Account from loss or depreciation, whether caused by poor investment performance
of a deemed  investment or the inability to realize upon an investment due to an
insolvency  affecting an  investment  vehicle or any other  reason.  In no event
shall the Employer, or any successor, employee, officer, director or stockholder
of the  Employer,  be liable to any person on  account  of any claim  arising by
reason  of the  provisions  of the  Plan  or of any  instrument  or  instruments
implementing its provisions, or for the failure of any Participant,  Beneficiary
or other person to be entitled to any particular tax  consequences  with respect
to the Plan, or any credit or distribution hereunder.

     12.2  CONSTRUCTION.  If any  provision of the Plan is held to be illegal or
void, such illegality or invalidity shall not affect the remaining provisions of
the Plan,  but shall be fully  severable,  and the Plan shall be  construed  and
enforced as if said illegal or invalid provision had never been inserted herein.
For all  purposes of the Plan,  where the context  admits,  the  singular  shall
include the plural,  and the plural  shall  include  the  singular.  Headings of
Articles and Sections  herein are inserted only for convenience of reference and
are not to be considered in the  construction of the Plan. The laws of the State
of Maryland  shall  govern,  control and  determine all questions of law arising
with respect to the Plan and the  interpretation  and validity of its respective
provisions,  except  where  those laws are  preempted  by the laws of the United
States.  Participation under the Plan will not give any Participant the right to
be retained in the service of the Employer nor any right or claim to any benefit
under the Plan unless such right or claim has specifically accrued hereunder.

     The  Plan is  intended  to be and at all  times  shall be  interpreted  and
administered so as to qualify as an unfunded deferred  compensation plan, and no
provision  of the Plan shall be  interpreted  so as to give any  individual  any
right in any assets of the Employer  which right is greater than the rights of a
general unsecured creditor of the Employer.

     12.3  SPENDTHRIFT  PROVISION.  No  amount  payable  to a  Participant  or a
Beneficiary  under the Plan will, except as otherwise  specifically  provided by
law,  be  subject  in  any  manner  to  anticipation,   alienation,  attachment,
garnishment,  sale,  transfer,  assignment  (either at law or in equity),  levy,
execution, pledge, encumbrance,  charge or any other legal or equitable process,
and any  attempt  to do so will be void;  nor will any  benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the person entitled thereto.  Further, (i) the withholding of taxes from Plan
benefit  payments,  (ii) the recovery under the Plan of overpayments of benefits
previously  made to a  Participant  or  Beneficiary,  (iii) if  applicable,  the
transfer  of benefit  rights from the Plan to another  plan,  or (iv) the direct
deposit of benefit  payments  to an  account  in a banking  institution  (if not
actually part of an arrangement  constituting an assignment or alienation) shall
not be construed as an assignment or alienation.

                                       16
In the event that any Participant's or Beneficiary's benefits hereunder are
garnished  or attached by order of any court,  the Employer or Trustee may bring
an action or a  declaratory  judgment in a court of  competent  jurisdiction  to
determine the proper recipient of the benefits to be paid under the Plan. During
the pendency of said action,  any benefits that become  payable shall be held as
credits to the  Participant's  or  Beneficiary's  Account or, if the Employer or
Trustee prefers,  paid into the court as they become payable,  to be distributed
by the court to the  recipient  as the court  deems  proper at the close of said
action.

     IN WITNESS WHEREOF, the Employer has caused the Plan to be executed and its
seal to be affixed hereto, effective as of April 15, 2000.

ATTEST/WITNESS                              OAO TECHNOLOGY SOLUTIONS, INC.

                                            By:                           [SEAL]
-----------------------------------            ---------------------------------

Print Name:                                 Print Name:
           ------------------------                    -------------------------

                                            Date:
                                                 -------------------------------

                                       17
OAO
                           Technology Solutions, Inc.

                                   May 5, 2000

OAO Technology Solutions, Inc.
7500 Greenway Center Drive, 16th Floor
Greenbelt, MD  20770

Ladies and Gentlemen:

     I  am  General  Counsel  of  OAO  Technology  Solutions,  Inc.  a  Delaware
corporation (the  "Company"),  and am delivering this opinion in connection with
the Registration  Statement on Form S-8, with exhibits thereto (the Registration
Statement"),  filed by the Company under the Securities Act of 1933, as amended,
and  the  rules  and  regulations  thereunder  (the  "Act"),   relating  to  the
registration of deferred  compensation  obligations (the  "Obligations")  of the
Company to be offered  under the  Company's  Amended and Restated  Executive and
Director Deferred Compensation Plan (the "Plan").

     I have examined originals or copies,  certified or otherwise  identified to
my  satisfaction,  of the Plan and all other documents  relating to the Company,
the Plan and the proposed issuance of the Obligations as I have deemed necessary
or appropriate as a basis for the opinions set forth below. In my examination, I
have assumed the legal capacity of all natural  persons,  the genuineness of all
signatures,  the  authenticity of all documents  submitted to me as certified or
photostatic  copies  and  the  authenticity  of the  originals  of  such  latter
documents.  As to any facts material to the opinions expressed herein which were
not  independently  established or verified,  I have relied upon  statements and
representations of officers and other representatives of the Company and others.

     I express no opinion as to any laws other than the General  Corporation Law
of the State of Delaware and the Federal laws of the United States of America.

     Based  upon and  subject to the  foregoing,  I am of the  opinion  that the
Obligations,  when established  pursuant to the terms of the Plan, will be valid
and  binding  obligations  of the  Company,  enforceable  against the Company in
accordance with their terms and the terms of the Plan,  except as enforceability
(i) may be limited by bankruptcy,  insolvency,  reorganization, or other similar
laws  affecting  creditors'  rights  generally  and (ii) is  subject  to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
OAO Technology Solutions, Inc.
Page 2
May 5, 2000

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement. Such consent does not constitute a consent under Section
7 of the Act, since I have not certified any part of such Registration Statement
and I do not  otherwise  come within the  categories of persons whose consent is
required  under  Section  7 of the  Act  or the  rules  and  regulations  of the
Commission promulgate thereunder.

     This opinion is furnished by me, as General Counsel, in connection with the
filing of the Registration  Statement and, except as provided in the immediately
preceding paragraph, is not to be used, circulated, quoted or otherwise referred
to for any other purpose without my express written permission or relied upon by
any other person.

                                        Very truly yours,

                                        Dianne R. Sagner, Esquire