Grc International Inc Watch

from 8-K ~5 pages Amendment to Amended and Restated Rights Agreement

from 8-K >50 pages Agreement and Plan of Merger

from 10-K ~5 pages Separation and Release Agreement for Selsor

from 10-K ~10 pages Form of Emp. Agt. for Selsor

from 10-K ~10 pages Form of Emp. Agt. for Stolarik, McCabe and Allen

from 10-K 1 page Vice Chairman's Agreement

from 10-K 1 page Fiscal 2000 Chairman's Agreement

from 10-K 1 page Fiscal 1999 Chairman's Agreement

from 10-K 1 page Independent Contractor Agreement

from 10-K ~50 pages Amended and Restated Rights Agreement

from 10-K ~5 pages Form of Directors' Deferred Stock Unit Agreement

from 10-K ~5 pages Directors Retirement Plan

from 10-K ~5 pages Directors Fee Replacement Plan

from 10-K ~10 pages Cash Compensation Replacement Plan

from 10-K ~10 pages 1998 Option Plan

from 10-K ~50 pages Equity Line Agreement Amendment

from 10-K ~10 pages Form of Emp. Agt. for Selsor and Stolarik

from 10-K ~10 pages Form of Emp. Agt. for McCabe and Alexander

from 10-K ~20 pages Indep. Contractor Agt. Btw. the Co. and Jim Roth

from 10-K 1 page Amendment to Deed of Trust Note This Amendment to Deed of Trust Note ("Amendment") Is Dated as of March 26, 1998 by and Between James Roth, an Individual ("Mr. Roth"), and Grc International, Inc., a Delaware Corporation ("Grc"). Whereas, James and Marilyn R. Roth (Collectively, "Maker") Executed a Deed of Trust Note Dated as of July 9, 1992 in the Principal Amount of $230,000 ("Note") to the Order of Grc International, Inc., a Delaware Corporation, or Its Successors or Assigns ("Grc") or Any Subsequent Holder of the Note ("Payee"). Now Therefore It Is Hereby Agreed, That on July 1, 1998, Grc Will Forgive One Half of the Outstanding Principal Amount of the Note, Subject to Mr. Roth's Continued Compliance With His Various Agreements Through That Date. the Remaining One Half of the Note Will Then Cease to Bear Interest, and Will Be Forgiven on July 1, 1999, Subject to Grc's Approval Based on Mr. Roth's Compliance With His Various Agreements Through That Date. Nothing Else Is Hereby Amended. in Witness Whereof, the Parties Hereto Have Executed This Amendment as of the Date First Set Forth Above. Attest: Grc International, Inc. By: - Thomas E. McCabe Joseph R. Wright, Jr. Sr. Vice President, General Counsel & Sec'y Chairman of the Board Witness Employee - James Roth Approved and Ratified by the Compensation Committee of the Board of Directors of Grc International, Inc. - Leslie B. Disharoon Chairman, Compensation Committee