GTS DURATEK INC, DEF 14A, 1996-04-15

GTS DURATEK INC
DEF 14A, 1996-04-15
HELP SUPPLY SERVICES

Previous: CABLEVISION SYSTEMS CORP, S-4, 1996-04-15

Next: COACHMAN INNS INCOME LTD PARTNERSHIP, 10-K, 1996-04-15

<PAGE>
SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/
Filed by a party other than the registrant / /

Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

GTS DURATEK, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
------------------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------------------
(4) Date filed:
------------------------------------------------------------------------
<PAGE>
GTS DURATEK, INC.
8955 GUILFORD ROAD
SUITE 200
COLUMBIA, MARYLAND 21046

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 15, 1996

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

To the Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of GTS
Duratek, Inc. (the "Company") will be held at the Sheraton International Hotel,
7032 Elm Road, Baltimore/Washington International Airport, Baltimore, Maryland
21240 on the 15th day of May, 1996 at 10:00 a.m., Eastern Standard Daylight
Savings Time, for the following purposes:

1. To elect seven Directors of the Company to serve until the next Annual
Meeting of Stockholders and until their respective successors are duly
elected and qualify.

2. To approve amendments to the Company's Stock Option Plan.

3. To approve the appointment of KPMG Peat Marwick LLP, independent
certified public accountants, as the Company's independent auditors for
the year ending December 31, 1996.

4. To consider and act upon such other business as may properly come before
the meeting or any adjournment thereof.

Holders of record of Common Stock and 8% Cumulative Convertible Redeemable
Preferred Stock as of the close of business on March 15, 1996 are entitled to
receive notice of and to vote at the meeting or any adjournment thereof.

By Order of the Board of Directors

Diane R. Brown
SECRETARY

Columbia, Maryland
April 15, 1996

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING OF
STOCKHOLDERS, PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
<PAGE>
GTS DURATEK, INC.
8955 GUILFORD ROAD
SUITE 200
COLUMBIA, MARYLAND 21046

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

Columbia, Maryland
April 15, 1996

PROXY STATEMENT

The accompanying Proxy is solicited by and on behalf of the Board of
Directors of GTS Duratek, Inc., a Delaware corporation (the "Company"), for use
at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
Sheraton International Hotel, 7032 Elm Road, Baltimore/Washington International
Airport, Baltimore, Maryland 21240 on the 15th day of May, 1996 at 10:00 a.m.
Eastern Standard Daylight Savings Time, and at any adjournments thereof. The
approximate date on which this Proxy Statement and the accompanying Proxy were
first given or sent to security holders was April 15, 1996.

Each Proxy executed and returned by a stockholder may be revoked at any time
thereafter, by written notice to that effect to the Company, attention of the
Secretary, prior to the Annual Meeting, or in person to the Chairman of, or the
Inspectors of Election at, the Annual Meeting, or by the execution and return of
a later-dated Proxy, except as to any matter voted upon prior to such
revocation.

The Proxies in the accompanying form will be voted in accordance with the
specifications made thereon and where no specifications are given, such Proxies
will be voted FOR the nominees for election as directors named herein, FOR the
amendments to the Company's Stock Option Plan and FOR the approval of the
appointment of KPMG Peat Marwick LLP as the Company's independent auditors. In
the discretion of the proxy holders, the Proxies will also be voted FOR or
AGAINST such other matters as may properly come before the meeting. The
management of the Company is not aware that any other matters are to be
presented for action at the meeting.

The terms of the Company's 8% Cumulative Convertible Redeemable Preferred
Stock, par value $.01 per share (the "Convertible Preferred Stock"), provide
that the holders thereof, voting as a separate class, shall have the right to
elect a majority of the Company's Board of Directors so long as The Carlyle
Group and its affiliates ("Carlyle") own shares of capital stock having 20% or
more of the votes that may be cast at annual or special meetings of
stockholders. The remaining directors shall be elected by the vote of the
holders of the Company's common stock, par value $.01 per share (the "Common
Stock"), and the Convertible Preferred Stock, voting together as a single class.
With respect to the election of the majority of the Board of Directors by the
holders of the Convertible Preferred Stock, voting as a separate class, such
directors shall be elected by a plurality of the votes cast by the holders of
shares of Convertible Preferred Stock present in person or represented by proxy
at the Annual Meeting. In the election of the remaining directors by the holders
of the Common Stock and the Convertible Preferred Stock, voting together as a
single class, such directors shall be elected by a plurality of the votes cast
by the holders of shares of Common Stock and Convertible Preferred Stock present
in person or represented by proxy at the Annual Meeting. For purposes of the
election of directors, abstentions and broker non-votes are not considered to be
votes cast and do not affect the plurality vote required for directors. The
affirmative vote of a majority of the shares present or represented at the
meeting and entitled to vote will be required to approve the amendments to the
Company's Stock Option Plan. On such matter, an abstention will have the same
effect as a negative vote but, because shares held by brokers will not be
considered entitled to vote on matters as to which
<PAGE>
the brokers withhold authority, a broker non-vote will have no effect on the
vote. On all other matters, including the approval of the appointment of the
Company's independent auditors, a majority of the votes cast at the meeting,
with a quorum present, is required to approve the matter. Accordingly,
abstentions and broker non-votes will not be considered to be votes cast and
will have no effect on the outcome of the matter.

The solicitation of proxies generally will be by mail and by directors,
officers, and regular employees of the Company. In some instances, solicitation
may be made by telephone or other means. All costs incurred in connection with
the solicitation of proxies will be borne by the Company. Arrangements may be
made with brokers and other custodians, nominees and fiduciaries to send proxies
and proxy material to their principals, and the Company may reimburse them for
reasonable out-of-pocket and clerical expenses in forwarding such material.

VOTING SECURITIES

The Board of Directors has fixed the close of business on March 15, 1996 as
the record date for the determination of stockholders entitled to receive notice
of and to vote at the Annual Meeting. The issued and outstanding stock of the
Company on March 15, 1996 consisted of 9,590,703 shares of Common Stock and
160,000 shares of Convertible Preferred Stock. For all matters, each share of
Common Stock is entitled to one vote, except that in the election of directors,
each share of Common Stock is entitled to cast one vote for each director to be
elected; cumulative voting is not permitted. For all matters in which the
holders of shares of Convertible Preferred Stock vote with the holders of the
Common Stock as a single class, each share of Convertible Preferred Stock
entitles the holder thereof to cast the number of votes equal to the number of
votes which could be cast in such vote by a holder of the number of the shares
of Common Stock into which such share of Convertible Preferred Stock is
convertible. The current number of shares of Common Stock into which each share
of Convertible Preferred Stock is convertible is 33 1/3. Accordingly, the
outstanding shares of Convertible Preferred Stock represent 5,333,333 votes in
the aggregate when voting with the shares of Common Stock as a single class. A
quorum of the stockholders is constituted by the presence, in person or by
proxy, of holders of record of voting stock, representing a majority of the
number of votes entitled to be cast.

Carlyle beneficially owns 150,692 shares of Convertible Preferred Stock
outstanding and 2,040,616 shares of Common Stock outstanding, or an aggregate of
47.3% of the outstanding voting securities of the Company. National Patent
Development Corporation, a Delaware corporation ("National Patent"),
beneficially owns 2,947,972 shares of the outstanding Common Stock, representing
19.8% of the outstanding voting securities of the Company. Carlyle and National
Patent have entered into a stockholders' agreement dated as of January 24, 1995
(the "Stockholders' Agreement") whereby each agreed that they would vote the
shares of stock beneficially owned by them so that the Company's Board of
Directors would be comprised of the Carlyle designees representing a majority of
the designees to the Board of Directors, the Company's president and the
remaining members designated by National Patent. ACCORDINGLY, IF CARLYLE AND
NATIONAL PATENT VOTE THE SHARES BENEFICIALLY OWNED BY THEM IN ACCORDANCE WITH
THE TERMS OF THE STOCKHOLDERS' AGREEMENT, NO ADDITIONAL VOTES WILL BE REQUIRED
TO ELECT THE NOMINEES NAMED HEREIN TO THE COMPANY'S BOARD OF DIRECTORS. IN
ADDITION, CARLYLE AND NATIONAL PATENT HAVE EACH ADVISED THE COMPANY THAT THEY
CURRENTLY INTEND TO VOTE ALL THE SHARES BENEFICIALLY OWNED BY THEM FOR THE
APPROVAL OF THE AMENDMENTS TO THE COMPANY'S STOCK OPTION PLAN AND FOR THE
APPROVAL OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE AUDITORS OF THE
COMPANY. CONSEQUENTLY, IF SUCH SHARES ARE SO VOTED, NO ADDITIONAL VOTES WILL BE
REQUIRED TO APPROVE THESE MATTERS. See "Security Ownership of Certain Beneficial
Owners and Management."

2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

On January 24, 1995, the Company issued for $16 million 160,000 shares of
Convertible Preferred Stock, and an option (the "Company Option") to purchase up
to an additional 1.25 million shares of newly issued Common Stock from the
Company at any time prior to January 24, 1999 at $3.75 per share to investment
partnerships sponsored and controlled by Carlyle. The Convertible Preferred
Stock is convertible into Common Stock at a conversion price of $3 per share. In
addition, as part of this financing transaction (the "Financing Transaction"),
Carlyle acquired 1,666,667 shares of Common Stock of the Company owned by
National Patent, the Company's largest stockholder, for $3 per share and had the
option (the "NPD Option") to purchase up to an additional 500,000 shares of the
Company's Common Stock from National Patent at any time prior to January 24,
1996 at an exercise price of $3.75 per share. Carlyle exercised the NPD Option
in full on December 22, 1995. Prior to the Financing Transaction, National
Patent owned 59.9% of the outstanding shares of Common Stock and was in control
of the Company.

Assuming the conversion of all of the Convertible Preferred Stock into
Common Stock, Carlyle would own 47.3% of the Common Stock of the Company,
excluding the effects of the exercise of the Company Option and all other
outstanding warrants, convertible securities and employee stock options.
Assuming the conversion of all of the Convertible Preferred Stock into Common
Stock and assuming Carlyle's exercise in full of the portion of the Company
Option that it owns (but not the exercise of outstanding warrants, convertible
securities and employee stock options), Carlyle would own 52.2% of the Company's
Common Stock.

The terms of the Convertible Preferred Stock provide that the holders of a
majority of the Convertible Preferred Stock have the right to elect a majority
of the Company's Board of Directors so long as Carlyle owns shares of capital
stock having 20% or more of the votes that may be cast at annual or special
meetings of stockholders. As part of the Financing Transaction and the sale of
the Company's Common Stock from National Patent to Carlyle, the Company, Carlyle
and National Patent entered into the Stockholders' Agreement whereby, among
other things, National Patent agreed to vote the remaining shares of Common
Stock that it owns in favor of the Carlyle designees to the Company's Board of
Directors. As a result of the Financing Transaction, Carlyle has the ability,
through its stock ownership, the terms of the Convertible Preferred Stock and
the terms of the Stockholders' Agreement, to elect a majority of the Company's
Board of Directors and effectively control the Company.

3
<PAGE>
The following table sets forth, at March 15, 1996, the amount and percentage
of the Company's outstanding Common Stock and Convertible Preferred Stock
beneficially owned by each director and nominee for director, each executive
officer named in the Summary Compensation Table, all directors and officers as a
group and by all persons, to the knowledge of the Company, beneficially owning
more than five percent (5%) of the Company's Common Stock or Convertible
Preferred Stock.
<TABLE>
<CAPTION>
COMMON STOCK CONVERTIBLE PREFERRED STOCK
-------------------------------------- --------------------------------
NUMBER OF PERCENT OF CLASS NUMBER OF PERCENT OF CLASS
NAME SHARES OUTSTANDING SHARES OUTSTANDING
- -------------------------------------------------- ------------------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C>
Daniel A. D'Aniello............................... 3,217,894(1) 29.9% 150,692(1) 94.2%
William E. Conway, Jr............................. 3,217,894(1) 29.9% 150,692(1) 94.2%
Jerome I. Feldman................................. 2,998,972(2)(3) 31.1% -- --
Martin M. Pollak.................................. 3,006,742(2)(4) 31.2% -- --
Robert E. Prince.................................. 74,300(5) * -- --
Robert F. Shawver................................. 44,800(5) * -- --
Earle C. Williams................................. 1,500 * -- --
Steven J. Gilbert................................. 198,773(6) 2.1% 9,308(6) 5.8%
Directors and Executive Officers as a Group (11
persons)......................................... 6,631,709(7) 59.9% 160,000 100.0%

NAME AND ADDRESS OF OTHER 5%
HOLDERS OF COMMON STOCK OR
CONVERTIBLE PREFERRED STOCK
- --------------------------------------------------
<S> <C> <C> <C> <C>
The Carlyle Group................................. 3,217,894(8) 29.9% 150,692(9) 94.2%
1001 Pennsylvania Avenue, NW
Washington, DC 20004-2505
National Patent Development Corp.................. 2,947,972(2)(10) 30.7% -- --
9 West 57th Street, Suite 4170
New York, NY 10019
BNFL Inc.......................................... 1,381,575(11) 12.6% -- --
9302 Lee Highway, Suite 950
Fairfax, VA 22031
Soros Capital Offshore Partners LDC............... 198,773(12) 2.1% 9,308 5.8%
c/o Coutts & Co. (Cayman) Limited
West Bay Road, George Town
Grand Cayman, Cayman Islands
British West Indies
</TABLE>

- ------------------------
* The number of shares owned is less than one percent of the outstanding shares
of Common Stock.

(1) Messrs. D'Aniello and Conway are each Managing Directors of Carlyle and, as
a result, may be deemed to beneficially own the shares of Common Stock and
Convertible Preferred Stock beneficially owned by Carlyle. However, Messrs.
D'Aniello and Conway disclaim beneficial ownership of such shares.

(2) National Patent beneficially owns an aggregate of 2,947,972 outstanding
shares of Common Stock of the Company. Based upon the capital stock of
National Patent outstanding at March 15, 1996, Jerome I. Feldman and Martin
M. Pollak, officers and directors of National Patent and directors of the
Company, controlled in the aggregate approximately 9.9% of the voting power
of all voting securities of National Patent. This percentage for Messrs.
Feldman and Pollak would increase to approximately 45.0% if they exercised
all the presently outstanding options to purchase shares of

4
<PAGE>
capital stock of National Patent held by them. Accordingly, Messrs. Feldman
and Pollak, through the ownership of National Patent capital stock and
through their positions as director and executive officers of National
Patent, may be deemed to beneficially own the shares of Common Stock of the
Company beneficially owned by National Patent. However, Messrs. Feldman and
Pollak disclaim beneficial ownership of such shares.

(3) Includes (i) 2,947,972 shares of Common Stock beneficially owned by
National Patent, (ii) 40,000 shares of Common Stock issuable upon exercise
of currently exercisable stock options held by Mr. Feldman and (iii) 11,000
shares of Common Stock held personally by Mr. Feldman. Mr. Feldman disclaims
beneficial ownership of the shares of Common Stock owned by National Patent.

(4) Includes (i) 2,947,972 shares of Common Stock beneficially owned by
National Patent, (ii) 40,000 shares of Common Stock issuable upon exercise
of currently exercisable stock options held by Mr. Pollak and (iii) 18,770
shares of Common Stock held personally by Mr. Pollak. Mr. Pollak disclaims
beneficial ownership of the shares of Common Stock owned by National Patent.

(5) Includes options to purchase 71,000 and 44,500 shares of Common Stock for
Messrs. Prince and Shawver, respectively, which are exercisable within 60
days.

(6) Mr. Gilbert is the managing general partner of the majority owner of Soros
Capital Offshore Partners LDC ("Soros Capital"), and, as a result, may be
deemed to beneficially own the shares of Common Stock and Convertible
Preferred Stock held by Soros Capital.

(7) Includes 1,472,800 shares that may be issued upon the exercise of options
and warrants outstanding and beneficially owned by the executive officers
and directors as a group.

(8) Represents (i) 2,040,616 shares of Common Stock purchased from National
Patent in the Financing Transaction and upon the exercise of the NPD Option
and (ii) 1,177,278 shares of Common Stock which may be acquired upon the
exercise of a presently exercisable option held by Carlyle. Does not include
shares of Common Stock issuable upon conversion of the Convertible Preferred
Stock. The shares of Convertible Preferred Stock are convertible into
5,023,066 shares of Common Stock. Assuming the conversion of the Convertible
Preferred Stock into Common Stock, Carlyle would own 8,240,960 shares of
Common Stock or 52.2% of the Common Stock. In all instances, the shares are
owned by partnerships sponsored and controlled by Carlyle.

(9) Represents shares of Convertible Preferred Stock acquired by Carlyle in the
Financing Transaction. In all instances, the shares are owned by
partnerships sponsored and controlled by Carlyle.

(10) National Patent has granted to certain of its officers, directors and
employees, options which are presently exercisable at an average price of
$1.90 per share, to purchase 481,750 shares of the Company's Common Stock
owned by it. If all of the options were exercised, National Patent would own
2,466,222 shares of Common Stock of the Company (25.7%).

(11) Represents shares of Common Stock issuable upon the conversion of the
convertible debenture issued by the Company to BNFL Inc. on November 7, 1995
for $10 million.

(12) Represents (i) 126,051 shares of Common Stock held by Soros Capital and
(ii) 72,722 shares of Common Stock which may be acquired upon the exercise
of a presently exercisable option held by Soros Capital. These securities
and the shares of Convertible Preferred Stock were acquired from Carlyle.

5
<PAGE>
ELECTION OF DIRECTORS

Seven directors will be elected at the meeting to hold office until the next
Annual Meeting of Stockholders and until their respective successors are duly
elected and qualify. It is intended that the Proxies will be voted for the
following nominees, but the holders of the Proxies reserve discretion to cast
votes for individuals other than the nominees for director named below in the
event of the unavailability of any such nominee. The Company has no reason to
believe that any of the nominees will become unavailable for election. Set forth
below are the names of the nominees, age, position with the Company, the year in
which first elected a director of the Company, principal occupation and certain
other information concerning each of the nominees.

The terms of the Convertible Preferred Stock provide that the holders
thereof, voting as a separate class, have the right to elect a majority of the
Company's Board of Directors so long as Carlyle owns shares of capital stock
having 20% or more of the votes that may be cast at annual or special meetings
of stockholders. Messrs. D'Aniello, Conway, Williams and Gilbert are the
designees of the holders of the Convertible Preferred Stock to the Company's
Board of Directors. The remaining directors shall be elected by the vote of the
holders of the Common Stock and the Convertible Preferred Stock voting together
as a single class. In addition, Carlyle and National Patent have entered into
the Stockholders' Agreement whereby each agreed that they would vote the shares
of stock beneficially owned by them so that the Company's Board of Directors
would be comprised of the Carlyle designees representing a majority of the
designees to the Board of Directors, the Company's president and the remaining
members designated by National Patent. Accordingly, if Carlyle and National
Patent vote the shares beneficially owned by them in accordance with the terms
of the Stockholders Agreement, no additional votes will be required to elect the
nominees named herein to the Company's Board of Directors.

Convertible Preferred Stock Designees

DANIEL A. D'ANIELLO, 49, has been Chairman of the Board and a director of
the Company since January 1995. He has been a Managing Director of Carlyle, a
Washington, D.C. based private merchant bank, since 1987. Mr. D'Aniello was Vice
President, Finance and Development for Marriott Corporation, a hospitality
company, from 1981 to 1987. He currently serves on the Board of Directors for
Baker & Taylor, Inc., a wholesale distributor of books, and CB Commercial Real
Estate Group, Inc., a commercial real estate firm. Mr. D'Aniello is a magna cum
laude graduate of Syracuse University, where he was a member of Beta Gamma
Sigma, and a graduate of the Harvard Business School, where he was a Teagle
Foundation Fellow.

WILLIAM E. CONWAY, JR., 46, has been a director of the Company since January
1995. He has been a Managing Director of Carlyle since 1987. Mr. Conway was
Senior Vice President and Chief Financial Officer of MCI Communications, an
international telecommunications company, from 1984 to 1987. He currently serves
on the Board of Directors for BDM International, Inc., a professional and
technical services firm, Tracor, Inc., a defense electronics and services firm,
HighwayMaster Communications, Inc., a communication services company, and
several privately held companies controlled by Carlyle. Mr. Conway received his
Bachelor of Arts with a concentration in Economics and Russian at Dartmouth
College and his Masters of Business Administration in Finance at the University
of Chicago.

EARLE C. WILLIAMS, 66, has been a director of the Company since January
1995. He has served on the Board of Directors of BDM International, Inc. since
1972 and was the President and Chief Executive Officer of that company from 1972
until 1992. Mr. Williams also serves on the Board of Directors of the following
companies, Gamma-A Technologies, Inc., a start-up bio-technology company, Nortel
Federal Systems, Inc., a provider of communication equipment and services to the
federal government, and The Parsons Corporation, an international engineering
firm.

STEVEN J. GILBERT, 48, has been a director of the Company since January
1995. He has been Managing Director of Soros Capital, L.P., the principal
venture capital and leveraged transaction

6
<PAGE>
entity of the Quantum Group of Funds, since 1992. Mr. Gilbert is also the
Managing Director of Commonwealth Capital Partners, L.P., a private equity
investment fund, and was Managing General Partner until 1988 of Chemical Venture
Partners, which he founded in 1984. He is also a director of the Asian
Infrastructure Fund Ltd., an investment vehicle for investment in Asian
infrastructure projects, NFO Research, Inc., a panel market research company;
Peregrine Indonesia Fund Limited, an investment fund for Indonesian industrial
companies, Terra Nova (Bermuda) Holdings Limited, a London market insurance and
re-insurance company, Sydney Harbour Casino Holdings, Ltd., an operator of
casinos, Digicon, Inc., an independent marine seismic company; and UroMed
Corporation, a company which develops and markets products to treat urological
and gynecological disorders.

Remaining Nominees

JEROME I. FELDMAN, 67, has been a director since 1982 and served as Chairman
of the Board of Directors of the Company from 1985 until January 1995. He is
founder of, and since 1959 has been President and Chief Executive Officer and a
director of National Patent, a holding company. He has been Chairman of the
Executive Committee and a director of Interferon Sciences, Inc., a
biopharmaceutical company engaged in the manufacture and sale of Alferon N
Injection, since 1981; Chairman of the Executive Committee of General Physics
Corporation, a provider of personnel training and technical support services to
the domestic commercial nuclear power industry and the United States Department
of Energy, since 1988, and a director of such company since 1987; Chief
Executive Officer, Chairman of the Executive Committee and a director of SGLG,
Inc., a holding company, since 1991; and a director and a consultant to American
Drug Company, a generic drug distribution company, since January 1994. He has
been a Director of Hamilton Financial Services, Inc., a financial services
holding company, since 1983. Mr. Feldman is also a Trustee of the New England
Colleges Fund and of Bard College.

MARTIN M. POLLAK, 68, has been a director of the Company since 1982 and was
Chairman of the Executive Committee from 1985 to 1995. He is founder of, and
since 1959 has been Executive Vice President and Treasurer and a director of
National Patent. He has been Chairman of the Board of Interferon Sciences, Inc.
since 1981; Chairman of the Board of General Physics Corporation since 1988 and
a director since 1987 and Chairman of the Board of SGLG, Inc. since 1991; and
President and Chief Executive Officer and a director of American Drug Company
since January 1994. Mr. Pollak has been Chairman of the Czech and Slovak United
States Economic Council and a member of the Board of Trustees of the Worcester
Foundation for Experimental Biology and a director of Brandon Systems
Corporation, a personnel recruiting company, since 1986.

ROBERT E. PRINCE, 48, has been President and Chief Executive Officer of the
Company since 1990 and a director since 1991. He founded General Technical
Services, Inc., the predecessor to the Company, in October 1984 and was
President and Chief Executive Officer from 1987 to 1990. Mr. Prince, a graduate
of the U.S. Naval Academy, served as an officer on nuclear submarines. He also
has a Masters in Business Administration from the Wharton School of Finance of
the University of Pennsylvania. Mr. Prince is a certified naval nuclear
engineer.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES

During 1995 there were five meetings of the Board of Directors of the
Company. Each director attended at least 75% of the combined total number of
meetings of the Board and the Board committees of which he was a member. The
Board of Directors of the Company has an Executive Committee, Compensation
Committee and Audit Committee.

The Executive Committee, currently consisting of Daniel A. D'Aniello,
Chairman, William E. Conway, Jr., and Robert E. Prince, meets on call and has
authority to act on most matters during the intervals between Board meetings.
The Executive Committee formally acted seven times in 1995.

The Compensation Committee, currently consisting of William E. Conway, Jr.,
Chairman, and Daniel A. D'Aniello, establishes the compensation for the
executive officers of the Company, generally reviews benefits and compensation
for all of the Company's officers, and administers the Company's

7
<PAGE>
Stock Option Plan. The Compensation Committee did not meet in 1995 but met in
April 1996 regarding the compensation of the executive officers' compensation,
including the 1995 bonuses for the Company's executive officers and the base
salaries of such individuals for 1996.

The Audit Committee, currently consisting of Earle C. Williams, Chairman,
Jerome I. Feldman, and Steven J. Gilbert, reviews the internal controls of the
Company and the objectivity of its financial reporting. It meets with
appropriate Company financial personnel and the Company's independent certified
public accountants in connection with these reviews. This committee recommends
to the Board of Directors the appointment of the independent certified public
accountants, subject to the ratification by the stockholders at the Annual
Meeting, to serve as auditors for the following year in examining the corporate
accounts of the Company. The Audit Committee met once in 1995.

COMPENSATION OF DIRECTORS

For 1995, Mr. Earle C. Williams received $10,000 for his service on the
Board of Directors and on the Audit Committee and he will receive the same
compensation for 1996. No other director received any compensation for his
service on the Board of Directors or any committees thereof during 1995 nor will
they receive any compensation for service on the Company's Board of Directors or
its committees during 1996.

Mr. Ogden Reid, who resigned as a member of the Board of Directors effective
January 24, 1995 upon consummation of the Financing Transaction, received a fee
of $60,000 pursuant to the terms of a consulting arrangement with the Company.
Mr. Reid provided advisory services to the Company's senior management in the
area of corporate and business development and advisory services in connection
with the Financing Transaction.

8
<PAGE>
EXECUTIVE OFFICER COMPENSATION

The following table sets forth certain information concerning the
compensation for the last three completed fiscal years of the chief executive
officer and the next most highly compensated executive officer of the Company.
No other executive officer received salary and bonus during 1995 in excess of
$100,000. No stock appreciation rights ("SARs") were granted during 1993 through
1995, nor have any SARs been granted at any time in prior years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
----------------------------
RESTRICTED SECURITIES
ANNUAL COMPENSATION (1) STOCK UNDERLYING ALL OTHER
--------------------------------- AWARD(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ (2) ($) GRANTED (#) (3) ($)
- ------------------------------------- --------- --------- ----------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Prince 1995 200,000 16,000 -- -- 2,488
President and Chief Executive 1994 175,000 -- -- 340,000(4) 1,617
Officer 1993 175,000 -- 275 -- 4,333
Robert F. Shawver 1995 140,000 8,400 -- -- 2,992
Executive Vice President and 1994 110,000 -- -- 127,000(4) 1,925
Chief Financial Officer 1993 110,000 -- 275 -- 3,541
</TABLE>

- ------------------------
(1) No executive officer named above received any perquisites and other personal
benefits the aggregate amount of which exceeded the lesser of either $50,000
or 10% of the total annual salary and bonus reported for 1995 in the Summary
Compensation Table.

(2) Includes stock bonuses of 100 shares valued at $275 in 1993. The 100 shares
received by each of Messrs. Prince and Shawver during 1993 represent the
only restricted stock awards received by them to date. The restricted shares
are valued at $1,425 based on the value of the Company's Common Stock at the
end of 1995.

(3) Consists of Company matching contributions to the Company's 401(k) Savings
Plan.

(4) Represents options to purchase Common Stock that were granted to Messrs.
Prince and Shawver on December 13, 1994. The options granted to each of
Messrs. Prince and Shawver become exercisable in three equal annual
installments commencing December 13, 1996.

OPTION GRANTS IN LAST FISCAL YEAR

No options were granted to the executive officers of the Company named in
the Summary Compensation Table during 1995.

9
<PAGE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES TABLE

The following table sets forth certain information concerning the exercise
of stock options, the number of unexercised options and the value of unexercised
options at the end of 1995 for the executive officers whose compensation is
reported in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES
DURING 1995 AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY
SHARES VALUE OPTIONS AT OPTIONS AT
ACQUIRED ON REALIZED DECEMBER 31, 1995 DECEMBER 31, 1995(1)
NAME EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------ ------------ --------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Robert E. Prince 35,000 218,580 76,000/349,000 $881,000/$3,751,750
Robert F. Shawver 37,500 247,500 44,500/135,000 $498,375/$1,451,250
</TABLE>

- ------------------------
(1) Calculated based on the closing price of the Company's Common Stock ($14.25)
as reported by Nasdaq National Market on December 29,1995. An "In-the-Money"
option is an option for which the option price of the underlying stock is
less than the market price at December 31, 1995, and all of the value shown
reflects stock price appreciation since the granting of the option.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

In connection with the closing of the Financing Transaction, the Company
entered into employment agreements with Messrs. Prince and Shawver. Under the
terms of the employment agreement between the Company and Mr. Prince, he will
hold the offices of President, Chief Executive Officer and will serve as a
member of the Board of Directors. As compensation for his services, Mr. Prince
will receive an initial base salary of $200,000 per annum. The employment
agreement between the Company and Mr. Shawver provides that he will hold the
offices of Executive Vice President and Chief Financial Officer and will receive
an initial base salary of $140,000 per annum. Increases in the base salaries of
Messrs. Prince and Shawver may be upwardly adjusted by the Compensation
Committee in its discretion. The agreements with Messrs. Prince and Shawver
provide that the Compensation Committee shall consider in good faith the amount
of bonus which each may receive and the amount of such bonus shall be determined
with reference to the performance of each executive and the performance and
results of operations of the Company.

The agreements may be terminated by the Company (i) upon the long-term
disability of the employee, (ii) upon the employee's death, (iii) for cause or
for good reason (each as defined in the agreements), or (iv) upon six months
notice to the employee. Messrs. Prince or Shawver may terminate their employment
agreements under certain circumstances upon six months notice. If the agreements
are not terminated, they shall terminate upon the third anniversary from the
date of the agreements, provided that if neither party has given a notice to the
other not to extend the agreement, such employment agreements will be
automatically extended, on a day-by-day basis, to a date which is six months
after the date on which a notice not to extend is first given. Pursuant to these
agreements, if employment is terminated prior to the third anniversary date of
the agreement, under certain circumstances, the employee may receive his base
salary at the rate then in effect and certain benefits for up to one year from
the date of termination.

Under the terms of these agreements, if the employee is terminated for good
reason or without cause upon the discretion of the Company or the employee
resigns with justification and such termination occurs within one year of a
"change of control" of the Company, the Company shall pay to the employee all
compensation, at the rate then in effect, through the date of such termination,
the base salary of the employee, then in effect, for a period of one year from
the date of termination and will maintain certain employee benefits for a period
of one year from the date of termination. As defined in the employment
agreements of Messrs. Prince and Shawver, a "change of control" occurs

10
<PAGE>
when Carlyle ceases to be owner of twenty percent (20%) of the Company's voting
securities and the designees of Carlyle to the Company's Board of Directors
shall cease to represent a majority of the Board of Directors.

The employment agreements also contain certain non-competition provisions
prohibiting the employees, for certain periods of time, from engaging in, or
being employed by, businesses that derive revenues from vitrification or
remediation of any form of waste or derive revenues from the remediation of any
form of wastes that then accounts for at least ten percent (10%) of the revenues
of the Company's technology group irrespective of the remediation technology
being used.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is responsible for establishing the compensation
for the executive officers of the Company, reviewing benefits and compensation
for all of the Company's officers and administering the Company's Stock Option
Plan. The Compensation Committee's executive compensation policies are designed
to enhance the financial performance of the Company, and thus stockholder value,
by significantly aligning the financial interest of the key executives with
those of stockholders. The Compensation Committee reviews the financial
performance and increases to stockholder value annually and adjusts the
compensation of key executives based on the improvements achieved.

The executive compensation program is viewed in total considering all of the
component parts, which include base salary, bonus and long-term incentive
compensation in the form of restricted stock awards and stock options. In
evaluating the performance and setting the incentive compensation of the
executive officers, particularly Messrs. Prince and Shawver, the Compensation
Committee considered, in the aggregate, the following factors: (i) the
successful consummation of the Financing Transaction, the strategic alliance
with BNFL Inc. and the acquisition of Bird Environmental Gulf Coast, Inc.; (ii)
the progress made by the Company on its waste treatment projects including the
Savannah River M-Area Project and the Company's DuraChem joint venture with
Chem-Nuclear Systems, Inc.; and (iii) the Company's results of operations for
1995 including the 12% increase in revenues and the 465% increase in net income
before preferred stock dividends. The Compensation Committee also took into
consideration the significant stock price appreciation in the Company's Common
Stock during 1995 as the price increased from $4 at the end of 1994 to close at
$14.25 at the end of 1995. No specific weight was assigned to any particular
factor.

The Company has certain broad-based employee benefit plans in which all
employees, including the named executive officers, are permitted to participate
on the same terms and conditions relating to eligibility and subject to the same
limitations on amounts that may be contributed. In 1995, the Company also made a
matching contribution for those participants to the Company's 401(k) Savings
Plan.

MR. PRINCE'S 1995 COMPENSATION. In connection with the closing of the
Financing Transaction with Carlyle on January 24, 1995, the Company entered into
an employment agreement with Mr. Prince. Accordingly, Mr. Prince's 1995
compensation was largely determined by the terms of that employment agreement.
The terms of the Mr. Prince's employment agreement provide for a base salary of
$200,000 per annum and a bonus determined in good faith by the Compensation
Committee determined with reference to the performance of Mr. Prince and the
performance and results of operations of the Company. The Compensation Committee
is not required to rely on any particular performance goals in determining the
bonus for Mr. Prince for 1995. The Compensation Committee's determination of Mr.
Prince's bonus for 1995 was based on the factors cited above and reflect the
overall responsibilities inherent in his position as President and Chief
Executive Officer. The Compensation Committee elected not to grant any
additional stock options or restricted stock to Mr. Prince in 1995 in light of
the significant award of stock options granted to him at the end of 1994.

COMPENSATION OF OTHER EXECUTIVE OFFICERS AND EMPLOYEES. Similarly, Mr.
Shawver's 1995 compensation was determined largely based on the employment
agreement that the Company entered

11
<PAGE>
into with him at the time of the Financing Transaction. The Compensation
Committee's determination of Mr. Shawver's bonus was also based on the factors
cited above as well as his responsibilities as the Company's principal financial
officer. The Compensation Committee elected not to grant any additional stock
options or restricted stock to Mr. Shawver in 1995 in light of the significant
award of stock options granted to him at the end of 1994.

For the other executive officers and employees of the Company, the cash
component of their 1995 compensation was maintained generally at the same levels
as the prior year. The Compensation Committee continuously reviews the
compensation policies of the Company to attract, retain and provide appropriate
incentives for the highest quality professional personnel in order to maintain
the Company's competitive position in the environmental technology and services
industries, and thereby seek to provide for the long-term success of the Company
and the interests of its stockholders.

The Securities and Exchange Commission requires Compensation Committees of
public companies, or other committees performing similar functions, to state
their compensation policies with respect to the federal income tax laws that
limit to $1 million the deductibility of compensation paid to executive officers
named in the proxy statement of such companies. In light of the current level of
compensation for the Company's named executive officers, the Compensation
Committee has not adopted a policy with respect to the deductibility limit, but
will adopt such a policy should it become relevant.

William E. Conway, Jr. (CHAIRMAN)
Daniel A. D'Aniello

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1995, Messrs. Conway and D'Aniello served as members of the
Compensation Committee. No director or executive officer of the Company is a
director or executive officer of any other corporation that has a director or
executive officer who is also a director or a board committee member of the
Company.

12
<PAGE>
PERFORMANCE GRAPH

As part of the proxy statement disclosure requirements mandated by the
Securities and Exchange Commission, the Company is required to provide a
five-year comparison of the cumulative total stockholder return on its Common
Stock with that of a broad equity market index and either a published industry
index or a company-constructed peer group index. The following graph compares
the performance of the Company's Common Stock for the periods indicated with the
performance of the CRSP Index for the Nasdaq Stock Market (non-financial) and
the Pollution Control Industry Group compiled by Research Data Group (which
includes all companies with primary SIC codes 4950, 4953 and 4955 whose stock
was publicly-traded for all of 1995). The comparison assumes $100 was invested
on December 31, 1990 in the Company's Common Stock and in each of the foregoing
indices and the reinvestment of dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG GTS DURATEK, INC., THE NASDAQ NON-FINANCIAL INDEX AND PEER GROUP INDEX
12/90 12/91 12/92
<S> <C> <C> <C>
GTS DURATEK, INC. 100 232 295
PEER GROUP 100 103 102
NASDAQ NON-FINANCIAL 100 161 176
DOLLARS

<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG GTS DURATEK, INC., THE NASDAQ NON-FINANCIAL INDEX AND PEER GROUP INDEX
12/93 12/94 12/95
<S> <C> <C> <C>
GTS DURATEK, INC. 389 337 1,200
PEER GROUP 77 73 85
NASDAQ NON-FINANCIAL 203 195 268
</TABLE>

13
<PAGE>
CERTAIN TRANSACTIONS

In December of 1993, the Company formed Vitritek Environmental, Inc. a
Delaware corporation ("Vitritek"), in a joint venture with Vitritek Holdings
LLC, a Delaware limited liability company ("Vitritek LLC"), in order to pursue
the commercialization of vitrification technology for medical, hazardous and
asbestos wastes worldwide. Each of the Company and Vitritek LLC own half of the
capital stock of Vitritek. In connection with this transaction, the Company sold
shares of its stock to Messrs. Jack J. Spitzer and Joseph H. Domberger, two
principals of Vitritek LLC, who collectively owned in excess of five percent of
the Company's Common Stock according to Schedule 13D's filed by each of them
with the Securities and Exchange Commission. Following the sale of the shares,
Mr. Wayne Senecal, a designee of Messrs. Spitzer and Domberger, joined the
Company's Board of Directors until he resigned upon the consummation of the
Financing Transaction in January 1995. Mr. Senecal holds a management position
with Vitritek LLC. During 1995, Messrs. Spitzer and Domberger reduced their
ownership of the Company's Common Stock and no longer own as a "group" five
percent or more of the Company's outstanding Common Stock.

On November 7, 1995, the Company and BNFL Inc. ("BNFL") entered into a
strategic alliance to jointly pursue up to five major United States Department
of Energy ("DOE") waste treatment projects. The terms of the strategic alliance
provide that BNFL pays to the Company a fee of $1.0 million each time the two
companies agree to exclusively pursue a waste treatment project together. Upon
execution of the strategic alliance agreement, the Company received the $1.0
million fee for its agreement to pursue the DOE's Hanford, Washington project
exclusively with BNFL. The Company and BNFL have also recently agreed to
exclusively team on the DOE's advance mixed waste treatment project in Idaho. As
part of the strategic alliance, BNFL invested $10.0 million in the Company in
the form of a convertible debenture. The debenture accrues non-cash interest
during the first five years at the one-year London Interbank Offered Rate
(LIBOR) and is convertible at the option of BNFL into 1,381,575 shares of the
Company's Common Stock prior to November 7, 2000. If the debenture is not
converted or extended, the Company must repay principal and interest in
installments over the five-year period beginning on November 8, 2000. BNFL also
agreed to provide the Company with research and development funding of at least
$500,000 per year over the next five years. The two parties will mutually agree
on how the Company will retain the rights to the vitrification processes that it
develops through this funding. The Company has agreed as part of the strategic
alliance to sublicense its radioactive waste vitrification technologies to BNFL
for use only in the United Kingdom. See "Security Ownership of Certain
Beneficial Owners and Management."

During 1995, Carlyle received a fee of $100,000 for financial advisory
services performed by it on behalf of the Company in connection with the
Company's formation of the strategic alliance with BNFL. Carlyle is a principal
stockholder of the Company and four of its designees comprise a majority of the
Company's Board of Directors.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Mr. C. Paul Deltete, the Company's Senior Vice President, Environmental
Operations and Support received an award of options in January 1996 under the
Company's Stock Option Plan pursuant to the commencement of his employment with
the Company. The Company's Board of Directors has approved and recommended to
stockholders for ratification an amendment to the Company's Stock Option Plan
to, among other things, increase the maximum number of shares of Common Stock
that may be purchased pursuant to options granted under the Stock Option Plan.
The grant of options to Mr. Deltete is contingent upon stockholder approval of
the amendments to the Stock Option Plan.

APPROVAL OF AMENDMENTS TO THE COMPANY'S STOCK OPTION PLAN

The Board of Directors of the Company proposes that the stockholders approve
amendments to the Amended and Restated GTS Duratek, Inc. Stock Option Plan (the
"Plan") in order to (i) increase the maximum number of shares of Common Stock
which may be purchased pursuant to awards

14
<PAGE>
granted under the Plan; (ii) improve the flexibility of the Plan by enabling the
Company to award stock appreciation rights, in addition to options, to
participants of the Plan; (iii) give the Committee responsible for
administration of the Plan (described below) more discretion in determining the
terms and conditions of awards and (iv) make certain other clarifying changes
described below. The proposed amendments would apply to awards granted under the
Plan on or after January 1, 1996.

The following is a fair and complete summary of the terms of the Plan as
proposed to be amended and the material differences between the current Plan and
the Plan as proposed to be amended. The summary of the Plan as proposed to be
amended and the material differences from the current Plan is qualified in its
entirety by reference to the full text of the Plan, as proposed to be amended,
which is attached to this Proxy Statement as Annex A.

GENERAL; MAXIMUM NUMBER OF SHARES; SOURCE OF SHARES. The Plan was
established in 1984 to aid the Company in attracting, retaining and motivating
key employees and consultants to the Company. The Plan affords such employees
and consultants the opportunity to purchase Common Stock through the exercise of
stock options. The Plan was originally approved by the stockholders in 1984 and
authorized the purchase of 1,000,000 shares of Common Stock pursuant to options
granted under the Plan and was amended in 1995 to increase the maximum number of
shares of Common Stock issuable upon the exercise of such options to 1,800,000.
The Plan as proposed to be amended would increase the maximum number of shares
that may be purchased pursuant to options issued under the Plan to 2,800,000.
The Plan as proposed to be amended would also limit the maximum amount of awards
to a single participant under the Plan during its term to an aggregate of
700,000 shares of Common Stock in order to comply with the performance-based
compensation exception to the limitation on Company deductions for executive
compensation imposed by Section 162(m) of the Internal Revenue Code (the "Code")
and the related regulations.

Common Stock purchased under the Plan will be authorized but unissued shares
or treasury shares which may be shares reacquired by the Company. Shares subject
to the unexercised portion of options which terminate or expire may again be
subjected to an award under the Plan which is not an incentive stock option. In
the event of any subdivision or combination of outstanding shares of Common
Stock by reclassification of otherwise, or in the event of a stock dividend,
capital reorganization, reclassification of shares, consolidation or merger, the
Board of Directors will make appropriate adjustment in the aggregate number of
shares subject to grants under the Plan and the Committee responsible for
administration of the Plan (described below) will make appropriate adjustments
in the aggregate number of shares, the exercise price, or both, with respect to
outstanding awards made under the Plan.

ADMINISTRATION; ELIGIBILITY. The Plan is administered by the Compensation
Committee of the Board of Directors (the "Committee"), consisting of not less
than two directors who are disinterested persons for purposes of Rule 16b-3 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Committee
has the full authority to interpret the Plan, establish and amend the rules and
regulations relating to the Plan and to make all other determinations and take
all other actions necessary or advisable for its administration.

From time to time, the Committee, in its sole discretion, selects the key
employees of the Company who shall be granted awards under the Plan. For
purposes of the Plan, eligible employees include employees who are directors and
officers of the Company and consultants of the Company. Prior to the proposed
amendments to the Plan, non-employee directors were eligible to participate in
the Plan. As of January 1, 1996, approximately 53 individuals, including all
executive officers, and 14 consultants, were eligible to participate in the
Plan.

The Committee, at any time and from time to time, may grant stock options
and, as the Plan is proposed to be amended, stock appreciation rights under the
Plan. Such awards may be granted individually or in tandem with other awards
under the Plan. Options and stock appreciation rights may be granted under the
Plan at such times, for such number of shares, and subject to such conditions as
the Committee shall from time to time determine.

15
<PAGE>
AGREEMENTS. All awards granted pursuant to the Plan shall be evidenced by
such agreements and/or such other documentation as the Committee may, from time
to time approve. The Plan as proposed to be amended expressly permits the
Committee to modify and amend any such agreements from time to time. In the case
of an award not immediately exercisable in full or which is subject to any
restriction or condition, the Plan, as proposed to be amended, provides the
Committee with the authority, in its discretion, to accelerate the time at which
the award may be exercised or waive, in whole or in part, any such restriction
or condition with respect to such award.

The Committee may require that an employee receiving an award under the Plan
agree as a condition of acquiring shares of Common Stock or payments under the
Plan that he remain in the employ or service of the Company for a period not to
exceed one year. The one-year period may, at the discretion of the Committee, be
measured from the grant date, the exercise date or both. If the service period
is measured from the exercise date, the participant is required to deposit
shares issued pursuant to the award with an escrow agent during the service
period. If the participant terminates service during the required service
period, the escrow agent is required to deliver the shares to the Company upon
the Company's tender of the option exercise price paid by the participant.

OPTIONS. The Plan as proposed to be amended will provide for the award of
options which may, in the discretion of the Committee, be incentive stock
options intended to qualify under Section 422 of the Code or non-qualified stock
options which are not intended to so qualify. Options intended to qualify as
incentive stock options shall be subject to such limitations as may be necessary
to comply with Section 422 of the Code.

The option price per share of each option granted pursuant to the Plan shall
be determined by the Committee in its sole discretion and shall be specified in
the stock option agreement relating to such option; provided, however, that if
there is a public market for the Common Stock on the date such option is
granted, the option price shall not be less than 85% of the market value of the
Common Stock on the date the option is granted. The Plan as proposed to be
amended defines market value as the closing sale price of Common Stock on the
exchange, if any, where the stock is traded, or if the stock is not traded on an
exchange, the average between the closing bid and asked price, on the day
preceding the grant.

The period during which any option may be exercised may not exceed ten years
from the date such option is granted, and the Committee may provide that any
stock option may be exercised at such time or times as the Committee may, in its
discretion, determine. An option is exercised by written notice of such exercise
to either the Secretary or the Treasurer of the Company at its principal office.
The notice shall specify the number of shares for which the option is being
exercised (in no event less than 25 shares at any one time).

The Plan currently provides that the notice of exercise must be accompanied
by payment in full of the purchase price for the shares of Common Stock and that
the purchase price and any taxes due on exercise must be paid (i) in cash or by
check, (ii) in the discretion of the Committee, through the delivery of shares
of Common Stock with a value equal to the exercise price, (iii) by a combination
of cash and the delivery of shares of Common Stock or (iv) by or through such
other means, acceptable to the Committee, as may be provided by an independent
third party to facilitate exercise or payment. Payment of the purchase price for
the shares of Common Stock under the Plan as proposed to be amended would not be
required to accompany the notice of exercise, and, in addition to the payment
mechanics currently allowed by the Plan, payment under the Plan as proposed to
be amended could be made by withholding shares of Common Stock of the Company
with a value equal to the total option price or by such other means as approved
by the Committee. Under the proposed amendment, there would no longer exist the
requirement that the other means of payment must be provided by an independent
third party and if the amendment to the Plan is approved, the Company could
facilitate the exercise or payment of the purchase price. The Shares delivered
in payment of the option exercise price or required withholding taxes may, in
the discretion of the Committee, be previously acquired shares or shares
acquired upon exercise of the option.

16
<PAGE>
The proposed amendment to the Plan would also add a replenishment feature to
the Plan which would provide that the terms of an option may provide, or be
amended by the Committee to provide, for the award of a new option when the
exercise price of a prior option has been paid by delivery or withholding of
shares of Common Stock, provided that such replenishment feature is limited to
the extent required by Rule 16b-3 under the 1934 Act with respect to any
particular grant in the case of an optionee who is or becomes subject to Section
16 of the 1934 Act. Any new option grant, which would automatically occur
without any further corporate action, would cover no more than the number of
shares tendered on exercise of the prior option with the exercise price set at
the fair market value of shares on the date of the tender.

STOCK APPRECIATION RIGHTS. The proposed amendments to the Plan would enable
the Committee to award stock appreciation rights, which provide the recipient
the right to receive a payment (in cash, Common Stock or a combination of both)
equal to the difference between the fair market value of a specific number of
shares of Common Stock on the date of the award and the fair market value of
such shares on the date of exercise. Stock appreciation rights may, in the
discretion of the Committee, be granted separately or in tandem with options
under the Plan.

EXERCISE AND CANCELLATION OF OPTIONS UPON TERMINATION OF EMPLOYMENT. Under
the current Plan, if an optionee voluntarily or involuntarily leaves the employ
of the Company, unless authorized by the Committee, his options terminate
immediately, except that the optionee has until the end of the 90th day
following the cessation of employment to exercise any unexercised option which
he could have exercised on the day on which he left the employ of the Company
provided (i) such exercise is accomplished within the term of such option and
(ii) such optionee complied with any employment restrictions contained in the
stock option agreement in order to exercise any unexercised option. In the event
the termination of employment is due to retirement on or after the age of 65,
disability or death, options which could have been exercised at the time of such
retirement, disability or death may be exercised for a period of six months
after such retirement, disability or death. The current Plan further provides
that the Committee, in its discretion, shall determine the other circumstances
that constitute a termination of employment of an optionee under the Plan. The
proposed amendment would eliminate all of these provisions from the Plan with
the intention that the Committee could include these provisions or other
provisions, in its discretion, in the agreements evidencing awards, thus giving
the Committee greater flexibility on this issue. The terms and conditions
specified by the Committee may be uniform or they may vary from agreement to
agreement, as the Committee deems appropriate.

NON-ASSIGNABILITY. Awards granted under the Plan are not transferable,
other than by will or by the laws of descent and distribution, and then only to
the extent permitted by the stock option agreement. The proposed amendment to
the Plan would give the Committee the authority, in its discretion, to provide
in any stock option agreement (or any amendment of any such agreement) that an
award may be transferred to one or more members of a grantee's immediate family
or to a trust or partnership primarily for the benefit of such persons, provided
that there is no consideration paid for such transfer.

GENERAL RESTRICTIONS. The exercise of each award granted under the Plan is
subject to the condition that if at any time the Company shall determine, in its
discretion, that the satisfaction of withholding tax or other withholding
liabilities, or the listing, registration or qualification of any shares
otherwise deliverable upon such exercise upon any securities exchange or under
any state or federal law, or the consent or approval of any regulatory body, is
necessary or desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of shares thereunder, then in any such event such
exercise shall not be effective unless such withholding, listing, registration,
qualification, consent or approval shall have been effected or obtained, free of
any conditions not acceptable to the Company.

17
<PAGE>
To the extent required to ensure continued compliance with the provisions of
Rule 16b-3 of the 1934 Act, the Plan prohibits persons subject to Section 16 of
the 1934 Act from selling, transferring or otherwise disposing of shares of
Common Stock issued pursuant to an award granted under the Plan for a period of
six months from the date of grant of such award.

AMENDMENT AND DISCONTINUANCE. The Board of Directors at any time may
terminate the Plan, or make such changes in, or additions to the Plan as it
deems advisable, in its discretion, provided, however, that, to the extent
required under Rule 16b-3 of the 1934 Act with respect to persons subject to
Section 16 of the 1934 Act and, with respect to options which are intended to be
incentive stock options, to the extent required by the Code, no action of the
Board of Directors which materially modifies the Plan shall become effective
without the approval of the stockholders of the Company unless, as the Plan is
proposed to be amended, the Board of Directors specifically determines
otherwise. No termination or amendment of the Plan will materially affect the
rights of the holders of existing awards without their consent.

DURATION. The current Plan provides that options may be granted under the
Plan until February 1, 2004. The Plan as proposed to be amended would provide
that unless the Plan is terminated earlier, no awards may be granted under the
Plan after February 21, 2006 which is the tenth anniversary of the date the
Board of Directors approved the proposed amendment of the Plan (subject to
stockholder approval).

FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary of the current federal income tax
treatment of the incentive stock options and non-qualified stock options to be
granted under the Plan based upon the current provisions of the Code and
regulations promulgated thereunder.

INCENTIVE STOCK OPTIONS. Incentive stock options under the Plan are
intended to meet the requirements of Section 422 of the Code. No tax
consequences result from the grant of the option. If an option holder acquires
stock upon the exercise, no income will be recognized by the option holder for
ordinary income tax purposes (although the difference between the option
exercise price and the fair market value of the stock subject to option may
result in alternative minimum tax liability to the option holder) and the
Company will be allowed no deduction as a result of such exercise, if the
following conditions are met: (a) at all times during the period beginning with
the date of the granting of the option and ending on the day three months before
the date of such exercise, the option holder is an employee of the Company or of
a subsidiary; and (b) the option holder makes no disposition of the stock within
two years from the date the option is granted nor within one year after the
stock is transferred to the option holder. In the event of a sale of such stock
by the option holder after compliance with these conditions, any gain realized
over the price paid for stock generally will be treated as long-term capital
gain, and any loss will be treated as long-term capital loss, in the year of the
sale.

If the option holder fails to comply with the employment or holding period
requirements discussed above, the option holder will recognize ordinary income
in an amount equal to the lesser of (i) the excess of the fair market value of
the stock on the date the option was exercised over the exercise price or (ii)
the excess of the amount realized upon the sale or exchange of the stock over
the exercise price. If the option holder is treated as having received ordinary
income because of his failure to comply with either condition above, an
equivalent deduction will be allowed to the Company in the same year.

NON-QUALIFIED STOCK OPTIONS. No tax consequences result from the grant of
the option. An option holder who exercises a non-qualified stock option with
cash will generally realize compensation taxable as ordinary income in an amount
equal to the difference between the option price and the fair market value of
the shares on the date of exercise, and the Company will be entitled to a
deduction

18
<PAGE>
from income in the same amount. The option holder's basis in such shares will be
the fair market value on the date exercised, and when the shares are disposed
of, capital gain or loss, either long-term or short-term, will be recognized
depending on the holding period of the shares.

AWARDS UNDER THE PLAN

Because awards granted under the Plan are subject to the discretion of the
Committee, the benefits or amounts that will be received by participants under
the Plan as proposed to be amended are not currently determinable. No options
were granted to any of the executive officers of the Company in 1995. See
"Compensation Committee Report on Executive Compensation." However, grants of
stock options in 1996 are subject to stockholder approval of the amendments to
the Plan. The options granted in 1996 to date are set forth in the table below:

<TABLE>
<CAPTION>
STOCK OPTIONS EXERCISE
NAME GRANTED IN 1996 PRICE
- -------------------------------------------------- --------------- ---------
<S> <C> <C>
C. Paul Deltete................................... 65,000 $ 12.75
Senior Vice President, Environmental Operations
and Support
All Current Executive Officers as a Group (5
persons)......................................... -- --
Non-Executive Officer Employee Group.............. 12,000 $ 13.75
Non Executive Officer Director Group.............. -- --
</TABLE>

RECOMMENDATION OF THE BOARD OF DIRECTORS; VOTE REQUIRED

The affirmative vote of a majority of the shares present or represented at
the meeting and entitled to vote will be required to approve the amendments to
the Plan. On this matter, an abstention will have the same effect as a negative
vote but, because shares held by brokers will not be considered entitled to vote
on matters as to which the brokers withhold authority, a broker non-vote will
have no effect on the vote.

APPROVAL OF SELECTION OF KPMG PEAT MARWICK LLP AS AUDITORS

The Board of Directors has selected KPMG Peat Marwick LLP to audit the
accounts of the Company for the year ending December 31, 1996. KPMG Peat Marwick
LLP has no financial interest in the Company and neither it nor any member or
employee of the firm has had any connection with the Company in the capacity of
promoter, underwriter, voting trustee, director, officer or employee. KPMG Peat
Marwick LLP has audited the accounts of the Company since 1987. The Delaware
General Corporation Law does not require the approval of the selection of
auditors by the Company's stockholders, but in view of the importance of the
financial statements to the stockholders, the Board of Directors deems it
desirable that they pass upon its selection of auditors. In the event the
stockholders disapprove the selection, the Board of Directors will consider the
selection of other auditors. The Board of Directors recommends that you vote in
favor of the above proposal in view of the familiarity of KPMG Peat Marwick LLP
with the Company's financial and other affairs acquired during its previous
service as auditors for the Company.

A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting, with the opportunity to make a statement if he desires to do so,
and is expected to be available to respond to appropriate questions.

COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Mr. Robert Prince, President, Chief Executive Officer and a director of the
Company, sold 20,000 shares and 10,000 shares of the Company's Common Stock in
June and October of 1995, respectively. Through inadvertence, neither of these
events was reported on a Form 4 but they were reported on a Form 5 for 1995 that
was filed on February 14, 1996. Mr. Robert Shawver, Executive Vice President

19
<PAGE>
and Chief Financial Officer of the Company, sold 25,000 shares of the Company's
Common Stock in June 1995. Through inadvertence, this event was not reported on
a Form 4 but was reported on a Form 5 for 1995 that was filed on February 14,
1996.

In connection with the consummation of the Financing Transaction, Messrs.
D'Aniello, Conway, Williams and Gilbert were elected to the Board of Directors
of the Company as the designees of Carlyle. Each of these individuals
inadvertently failed to file a Form 3 upon his election to the Company's Board
of Directors. Messrs. D'Aniello and Conway subsequently filed a Form 5 on April
12, 1996, Mr. Williams filed a Form 3 on June 7, 1995 and Mr. Gilbert filed a
Form 3 on March 20, 1996.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 1997 annual meeting of
stockholders must be received by the Company for inclusion in the Company's
proxy statement and proxy relating to that meeting no later than December 20,
1996 and must otherwise be in compliance with applicable Securities and Exchange
Commission regulations.

OTHER MATTERS

The Board of Directors of the Company knows of no other matters to be
presented for action at the meeting other than that mentioned above. However, if
any matters properly come before the meeting, it is intended that the persons
named in the accompanying proxy will vote on such other matters in accordance
with their judgment of the best interests of the Company.

20
<PAGE>
ANNEX A
STOCK OPTION PLAN
AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996
OF
GTS DURATEK, INC.

The purpose of this Stock Option Plan, as amended and restated effective
January 1, 1996 (the "Plan"), is to aid GTS Duratek, Inc. (the "Corporation") in
attracting, retaining and motivating key employees and consultants. The Plan
affords such employees and consultants the opportunity to purchase common stock,
par value $.01 per share, of the Corporation (the "Common Stock") through the
award of stock options and the opportunity to participate in the appreciation of
Common Stock through the award of stock appreciation rights.

1. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee (the "Committee"), consisting of not less than two directors of the
Corporation who shall be appointed by, and serve at the pleasure of, the Board
of Directors. The members of the Committee shall be disinterested persons within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), or any successor provisions. Subject to the provisions of the
Plan, the Committee shall have full authority to interpret the Plan, to
establish and amend the rules and regulations relating to it, and to make all
other determinations and take all other actions necessary or advisable for its
administration.

2. MAXIMUM NUMBER OF SHARES; SOURCE OF SHARES. Subject to the provisions
of Section 7 hereof, the maximum number of shares of Common Stock which may be
issued pursuant to awards granted under the Plan shall be 2,800,000. No
individual shall be eligible to receive awards under the Plan for more than an
aggregate of 700,000 shares of Common Stock over the term of the Plan. Such
shares may be authorized and unissued shares, or issued shares held in the
Treasury of the Corporation, including issued shares reacquired by the
Corporation.

If and to the extent that any award granted under the Plan shall be paid in
cash, shall terminate or expire without having been exercised in full or in part
or any shares shall be delivered or withheld in connection with the exercise of
any award, the shares subject to the portion of the award paid in cash, the
shares of Common Stock allocable to the unexercised portion of such award and
the shares so delivered or withheld may again be subjected to an award under the
Plan which is not an incentive stock option.

3. ELIGIBILITY; GRANTS OF AWARDS; AGREEMENTS.

(a) ELIGIBILITY AND GRANTS. From time to time the Committee shall, in
its sole discretion, select the key employees of the Corporation who shall
be granted awards under the Plan. The term "employee," when used herein
shall include, without limitation, employees who are directors or officers
and consultants who may not be employees. The Committee, at any time and
from time to time, may grant stock options and stock appreciation rights
under the Plan. Such awards may be granted individually or in tandem with
other awards. Options and stock appreciation rights shall be granted under
the Plan at such times, for such number of shares, and subject to such
conditions as the Committee shall from time to time determine.

(b) AGREEMENTS.

(1) All awards granted pursuant to the Plan shall be evidenced by
such agreements and/ or such other documentation ("Agreement") as the
Committee may, from time to time, approve. Such Agreements need not be
uniform and the Committee may, from time to time, modify and amend any
such Agreement.

(2) The Committee may, in its sole discretion, require that any
employee receiving an award hereunder shall, upon the granting of the
award, agree that as a condition to his acquiring any shares or other
payments thereunder he will remain in the employ of the

A-1
<PAGE>
Corporation and render to the Corporation his services for a period not
to exceed one year. Such agreement may require that the period of
required services be measured from the date of grant of the award, from
the date such award is exercised, or may require services during periods,
each not to exceed one year, measured from both the date of grant and the
date of exercise.

(3) In any case in which required services are to be rendered after
the date of exercise of any award granted hereunder, the grantee shall
agree to the deposit of shares issued pursuant to the award with an
escrow agent acceptable to the Corporation for the period during which he
is required, pursuant to this Plan, to render additional services. The
grantee shall have all the rights of a stockholder with respect to such
shares from the time they are issued, except that he shall not be
entitled to transfer or assign such shares. The escrow agreement shall
require the payment to the Corporation of such amount as the Corporation
shall determine is required to be deposited, or otherwise paid over, to
satisfy any withholding liability which may be imposed upon the
Corporation.

(4) In the event that a grantee fails to satisfy any required period
of service which he has agreed to perform, the Corporation shall have the
right to reacquire the shares deposited in escrow, pursuant to
subparagraph 3 of this Section 3(b), by notifying the escrow agent of
such intention and tendering, in cash or certified check, an amount equal
to: (i) the number of shares the Corporation desires to reacquire
multiplied by (ii) the option price per share or other amount specified
in the Agreement. Such payment is to be made within ten (10) days of the
delivery of the notice described herein.

(5) In the case of an award not immediately exercisable in full or
which is subject to any restriction or condition, the Committee may in
its discretion accelerate the time at which the award may be exercised or
waive, in whole or in part, any such restriction or condition with
respect to such award.

4. OPTIONS.

(a) TYPE OF OPTION. Options granted under the Plan may, in the
discretion of the Committee, be incentive stock options intended to qualify
under Section 422 of the Internal Revenue Code (the "Code") or non-qualified
stock options which are not intended to so qualify.

(b) OPTION PRICE. The option price per share of each option granted
pursuant to the Plan shall be determined by the Committee in its sole
discretion and shall be specified in the Agreement relating to such option;
provided, however, that if there is a public market for the Common Stock on
the date such option is granted, the option price shall not be less than 85%
of the Market Value of the Common Stock on the date the option is granted,
and provided, further, that in no event shall the option price per share be
less than par value thereof. "Market Value" when used in reference to Common
Stock shall mean the closing sale price (as determined by the Committee) of
such Common Stock on the exchange if any, where the Common Stock is traded,
or if the Common Stock is not then traded on an exchange, the average
between the closing bid and asked prices on the day preceding the grant.

(c) OPTION PERIOD. The period during which an option may be exercised
shall not exceed ten (10) years from the date such option is granted and,
subject to the foregoing, the Committee may provide that any stock option
may be exercised at such time or times as the Committee may, in its
discretion, determine.

(d) PAYMENT FOR STOCK. An option shall be exercised by written notice
of such exercise to either the Secretary or the Treasurer of the Corporation
at its principal office. The notice shall specify the number of shares for
which the option is being exercised (which number shall be not less than 25
shares at any one time). The holder of an option hereunder shall have none
of the rights of a stockholder with respect to such shares until the
purchase price for the option is paid and certificates are in fact issued to
the option holder or to an escrow agent on such option

A-2
<PAGE>
holder's behalf. Payment of the purchase price and any taxes or other
amounts which the Corporation may be required to withhold may be made either
(i) in United States dollars in cash or by check, bank draft or money order
payable to the order of the Corporation, (ii) in the discretion of the
Committee, through the delivery or withholding of shares of Common Stock of
the Corporation with a value equal to the total option price, (iii) by a
combination of the methods described in (i) and (ii), or by (iv) through
such other means approved by the Committee. Shares of Common Stock delivered
or withheld in payment of the option exercise price or any withholding taxes
may, in the discretion of the Committee, be previously acquired shares or
shares acquired upon exercise of the option.

(e) INCENTIVE STOCK OPTIONS. Options intended to qualify as incentive
stock options shall be subject to such limitations as may be necessary to
comply with Section 422 of the Code.

(f) REPLENISHMENT OF OPTIONS. The terms of an option may provide, or
be amended by the Committee to provide, for the award of a new option when
the exercise price has been paid by delivery or withholding of shares of
Common Stock, provided that such replenishment feature shall be limited to
any extent required by rules, regulations, or interpretations under Rule
16b-3 or its successor under the 1934 Act with respect to any particular
grant in the case of an optionee who is or becomes subject to Section 16 of
the 1934 Act. Any new option grant, which would automatically occur without
any further corporate action, hereunder, would cover no more than the number
of shares tendered with the exercise price set at the then fair market value
of such shares.

5. STOCK APPRECIATION RIGHTS. A stock appreciation right shall be a right
to receive from the Corporation, upon exercise thereof without payment to the
Corporation, an amount up to the difference between the Market Value on the date
of exercise of a number of shares of Common Stock for which the stock
appreciation right is exercised, less the exercise price of such stock
appreciation right. The amount payable by the Corporation upon exercise of a
stock appreciation right may be paid in cash, in shares of Common Stock or in
any combination of cash and shares. No fractional shares may be issued in
connection with any stock appreciation right.

6. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained herein or in the
awards shall be construed to confer on any employee any right to be continued in
the employ of the Corporation or derogate from any right of the Corporation to
retire, request the resignation of, or discharge such employee, or to lay off or
require a leave of absence of such employee (with or without pay), at any time,
with or without cause.

7. ADJUSTMENT IN NUMBER, PRICE AND KIND OF SHARES. In the event of any
subdivision or combination of the outstanding shares of Common Stock, by
reclassification or otherwise, or in the event of the payment of a stock
dividend, a capital reorganization, a reclassification of shares, a
consolidation, or merger, the Board of Directors shall make appropriate
adjustments in the aggregate number of shares for which awards may be made under
this Plan. The Committee shall determine the appropriate adjustment of the kind
and number of shares subject to each outstanding award, or the exercise price,
or both, in the event of any of the aforementioned changes in the outstanding
Common Stock provided, however, that no adjustment of the option price shall
permit a reduction in the option price per share to less than the par value
thereof.

8. NON-ASSIGNABILITY. No award granted under the Plan shall be
transferable, other than by will or by the laws of descent and distribution, and
then only to the extent permitted by the Agreement. During a grantee's lifetime,
awards shall be exercisable only by the grantee (or in the event of his
disability, by his legal representative and only to the extent permitted by the
Agreement). Except to the extent otherwise provided by law, no benefits under
the Plan shall be subject to any legal process

A-3
<PAGE>
to levy upon, or attach, for payment of any claim against any participant or
beneficiary. Notwithstanding the foregoing limitations, the Committee may, in
its discretion, expressly provide in any Agreement (or in any amendment of any
Agreement) that an award may be transferred to one or more members of a
grantee's immediate family or to a trust or partnership primarily for the
benefit of such persons, provided there is no consideration paid for such
transfer.

9. GENERAL RESTRICTIONS. The exercise of each award granted under the Plan
shall be subject to the condition that if at any time the Corporation shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities, or that the listing, registration, or qualification of
any shares otherwise deliverable upon such exercise upon any securities exchange
or under any state or Federal law, or the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection with, such
exercise or the delivery or purchase of shares thereunder, then in any such
event such exercise shall not be effective unless such withholding, listing
registration, qualification, consent, or approval shall have been effected or
obtained, free of any conditions not acceptable to the Corporation.

With respect to persons subject to Section 16 of the 1934 Act, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. Accordingly, to the extent required
by Rule 16b-3, such persons may not sell, transfer or otherwise dispose of
shares of Common Stock issued pursuant to an award granted under this Plan for a
period of six (6) months from the date of grant of such award.

10. AMENDMENT AND DISCONTINUANCE. The Board of Directors at any time may
terminate the Plan, or make such changes in, or additions to the Plan as the
Board of Directors, in its discretion, deems advisable, provided however, that
to the extent required under Rule 16b-3 of the 1934 Act with respect to persons
subject to Section 16 of the 1934 Act, and, with respect to options which are
intended to be incentive stock options, to the extent required by the Code, no
action of the Board of Directors which materially modifies the Plan shall become
effective without the approval of the stockholders of the Corporation unless the
Board of Directors specifically determines otherwise. No termination or
amendment of the Plan may, without the consent of the holders of existing
awards, materially affect their rights under such awards.

11. DURATION. Unless the Plan is sooner terminated, awards may be granted
hereunder for a period of ten years from the date of approval of the Plan by the
Board of Directors of the Corporation. (February 21, 2006.)

12. EFFECT OF 1996 AMENDMENTS TO THE PLAN. The amendments adopted by the
Board of Directors on February 22, 1996, shall be subject to approval by the
stockholders at the 1996 Annual Meeting of the Stockholders and shall apply only
to awards granted under the Plan on or after January 1, 1996.

A-4
<PAGE>
GTS DURATEK, INC.
8955 GUILFORD ROAD, SUITE 200
COLUMBIA, MARYLAND 21046

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR COMMON STOCKHOLDERS

Revoking any such prior appointment, the undersigned hereby appoints Daniel
A. D'Aniello and Robert E. Prince and each of them, attorneys and agents, with
power of substitution, to vote as Proxy for the undersigned, as herein stated,
at the Annual Meeting of Stockholders of GTS Duratek, Inc., to be held at the
Sheraton International Hotel, 7032 Elm Road, Baltimore/Washington International
Airport, Baltimore, Maryland 21240 on Wednesday, May 15, 1996 at 10:00 a.m., and
at any adjournments thereof, with respect to the number of shares the
undersigned would be entitled to vote if personally present.

1. ELECTION of / / FOR all / / WITHHOLD AUTHORITY / / WITHHOLD AUTHORITY
the following Nominees TO VOTE FOR ALL TO VOTE FOR THE
Nominees as NOMINEES FOLLOWING NOMINEES
Directors:

Jerome I. Feldman, Martin M. Pollak and Robert E. Prince

(INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, MARK THE
BOX ON THE RIGHT AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.)

The following are the Convertible Preferred Stock Designees (not to be
voted on by the Common Stockholders):

Daniel A. D'Aniello, William E. Conway, Jr., Earle C. Williams
and Steven J. Gilbert.

2. Approval of the amendments to the Company's Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN

3. Appointment of KPMG Peat Marwick LLP as auditors of the Company for the
year ending December 31, 1996.
/ / FOR / / AGAINST / / ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.

<PAGE>
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED FOR ALL NOMINEES IN ITEM 1,
FOR THE AMENDMENTS TO THE COMPANY'S STOCK OPTION PLAN AND FOR THE SELECTION OF
KPMG PEAT MARWICK LLP AS AUDITORS, AND ON ANY OTHER MATTERS IN ACCORDANCE WITH
THE DISCRETION OF THE NAMED ATTORNEYS AND AGENTS, IF NO INSTRUCTIONS TO THE
CONTRARY ARE INDICATED ON THE REVERSE SIDE HEREOF.

The undersigned hereby acknowledges receipt of a copy of the Company's 1995
Annual Report and Notice of Annual Meeting and Proxy Statement relating to such
Annual Meeting.

___________________________________
(Signature)
___________________________________
(Signature)
Date ______________________________

Please mark, date and sign as your
name appears above and return in
the enclosed envelope. If acting as
executor, administrator, trustee,
guardian, etc., you should so
indicate when signing. If the
signer is a corporation, please
sign the full corporate name, by a
duly authorized officer. If shares
are held jointly each shareholder
named should sign.

<PAGE>
GTS DURATEK, INC.
8955 GUILFORD ROAD, SUITE 200
COLUMBIA, MARYLAND 21046

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR CONVERTIBLE PREFERRED STOCKHOLDERS

1. ELECTION of / / FOR all / / WITHHOLD AUTHORITY / / WITHHOLD AUTHORITY
the following Nominees TO VOTE FOR ALL TO VOTE FOR THE
Convertible NOMINEES FOLLOWING NOMINEES
Preferred Stock
Designees

Daniel A. D'Aniello, William E. Conway, Jr., Earle C. Williams and
Steven J. Gilbert.

(INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, MARK THE
BOX ON THE RIGHT AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.)

2. Approval of the amendments to the Company's Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN

3. Appointment of KPMG Peat Marwick LLP as auditors of the Company for the
year ending December 31, 1996.
/ / FOR / / AGAINST / / ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.

The undersigned hereby acknowledges receipt of a copy of the Company's 1995
Annual Report and Notice of Annual Meeting and Proxy Statement relating to such
Annual Meeting.

___________________________________
(Signature)
___________________________________
(Signature)
Date ______________________________