AMENDMENT TO REGISTRATION RIGHTS AGREEMENT


         THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this"Amendment")
is entered into as of March 15, 2001, by and among Essex Corporation, a Virginia
corporation (the "Company"),  and the individuals and entities listed on Exhibit
A attached hereto (the "Purchasers").

         WHEREAS,  the Company and the  Purchasers  entered into a  Registration
Rights  Agreement,  dated as of  September  7, 2000 (the  "RRA"),  as amended by
Amendment to Registration Statement dated as of December 4, 2000.

         WHEREAS,  as of the date hereof the Purchasers and the Company  entered
into a Securities  Purchase Agreement pursuant to which the Purchasers agreed to
purchase an aggregate of 500,000  shares of the  Company's  Common Stock in four
installments beginning March 30, 2001 (the "Shares");

         WHEREAS,  the parties  desire that the Shares be subject to the RRA and
have the rights afforded to "Registrable Securities" as defined in the RRA;

         WHEREAS,  in  accordance  with Section 4(f) of the RRA, the Company and
Purchasers desire to amend the RRA as set forth below.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein set forth, the parties hereby agree as follows:

         SECTION 1.  DEFINITIONS.  The following additional definition is hereby
 included in Section 1 of the RRA:

         "Additional  Shares"  means (i) the  160,000  shares  of  Common  Stock
subject to a Securities Purchase Agreement, dated as of December 4, 2000, by and
among the Purchasers and the Company and (ii) the up to 500,000 shares of Common
Stock subject to a Securities Purchase Agreement, dated as of March 15, 2001, by
and among the Purchasers and the Company.

         SECTION  2.  SEVERABILITY.   If  any  term,   provision,   covenant  or
restriction  of this Amendment is held by a court of competent  jurisdiction  or
other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
terms, provisions,  covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

         SECTION  3.  GOVERNING  LAW.  This  Amendment  shall be  deemed to be a
contract made under the laws of the State of Virginia and for all purposes shall
be governed by and construed in accordance  with the laws of such state (without
reference to the conflicts of law provisions thereof).

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         SECTION 4.  COUNTERPARTS.  This Amendment may be executed in any number
of counterparts and each of such  counterparts  shall for all purposes be deemed
to be an original,  and all such counterparts shall together  constitute but one
and the same instrument.

         SECTION 5. EFFECT OF AMENDMENT.  Except as expressly  modified  herein,
the RRA shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.


                                    COMPANY:

                                    ESSEX CORPORATION

                                    By:  /s/ Leonard E. Moodispaw
                                         ------------------------
                                    Name: Leonard E. Moodispaw

                                    Title:President & CEO

                                    PURCHASERS:

                                    GEF Optical Investment Company, LLC


                                    By:  /s/ H. Jeffrey Leonard
                                         ----------------------
                                    Name:  H. Jeffrey Leonard
                                    Title: President

                                    NETWORKING VENTURES, L.L.C.


                                    By: /s/ Caroline S. Pisano
                                        ----------------------
                                    Name:  Caroline S. Pisano
                                    Title: Member


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