EMPLOYMENT AGREEMENT

     This Agreement is entered into as of this 1st day of July,
1998, by and between HADRON, INC.  (the "Company") and C. W.
Gilluly ("Employee").

     WHEREAS, the Company and Employee have agreed to terms upon
which Employee will be employed by the Company and wish to set
forth such terms and conditions in writing;

     NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

     1.   Employment.   The Company hereby agrees to employ
          Employee as its CHIEF EXECUTIVE OFFICER for the term as
          hereinafter set forth.  Employee shall perform such
          duties and exercise such supervision and powers over
          and with regard to the business of the Company as are
          consistent with his position.  Employee shall report to
          the Board of Directors (the "Board") of the Company. 
          During the term of this Agreement, Employee shall
          devote such time to the business of the Company as
          Employee and the Board deem appropriate, and the
          Company hereby expressly acknowledges that Employee is
          employed by other companies and agrees that Employee
          may continue that employment, so long as no conflict
          exists between the Company and such other entities.  If
          Employee determines that a conflict has or may arise
          between his other employment and his duties and
          responsibilities to the Company, Employee shall notify
          the Board and shall assist the Board to establish and
          implement appropriate procedures to resolve the

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          conflict.  Employee shall inform the Board of the
          extent and nature of his activities on behalf of the
          Company on a periodic basis.

     2.   Term.  The Company hereby agrees to continue Employee
          in its employ, and Employee hereby agrees to remain in
          the employ of the Company, in accordance with the terms
          and provisions of this Agreement, for the period
          commencing on the date of this Agreement (the
          "Effective Date") and ending on the second anniversary
          of such date (the "Employment Period").  Subject to the
          provisions of Section 8 hereof, the Employment Period
          shall be a constant rolling period of  two (2) years,
          commencing on the Effective Date, with the result that,
          for each day after the Effective Date, Employee's term
          of employment shall be extended for an additional day
          so that at all times the remaining period of Employee's
          term of employment shall be two (2) years; provided
          that the Employment Period shall end at the first day
          of the month following Employee's sixty-fifth (65th)
          birthday.

     3.   Base Salary.  Employee's initial base salary shall be $
          140,000.  Employee's base salary for the future years
          shall be determined by the Compensation Committee of
          the Board in its sole discretion.  The base salary
          shall be payable on a bi-weekly basis or such other
          basis as the Company uses to pay its executive
          officers.

     4.   Stock Options.  The Company shall grant to Employee
          options in its Incentive Stock Option Plan in such
          amount as determined by the Board.  Such amount shall
          be commensurate with the duties and responsibilities of
          Employee.

     5.   Annual Bonus.  In addition to Employee's Base Salary,
          Employee shall be eligible to earn an annual bonus, in
          accordance with the Company's Bonus Plan, if one is in
          effect, or by action of the Board at the recommendation
          of the Compensation Committee.

     6.   Fringe Benefits.  Employee shall receive fringe
          benefits, including an automobile allowance in the
          initial amount of $250 per month, consistent with the
          Company's policies for executive officers and as
          approved by the Board.

     7.   Other Benefits.  Employee shall be fully reimbursed by
          the Company for all expenses reasonably incurred in
          connection with the performance of Employee's duties,
          upon presentation of expense statements and such other
          supporting information as the Company may reasonably
          require.  Unless waived by Employee, the Company shall
          provide to Employee the insurance and medical coverage
          provided to the Company's executive officers, on the
          same terms and conditions.  Unless otherwise agreed to
          by the Board and Employee, Employee shall be entitled
          to four weeks of paid vacation during each year of
          employment.

     8.   Termination and/or Renewal.  The Company shall have the
          right to terminate this Employment Agreement for Cause
          on the grounds that Employee acted dishonestly in any
          activity related to this job; Employee has been
          convicted of a felony or crime of moral turpitude; or
          for Employee's gross neglect of his duties.  If
          Employee is terminated for Cause, as defined herein, or
          leaves the employ of the Company voluntarily, then no
          remuneration will be due past the date of termination. 

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          If, during the Employment Period, the Company shall
          terminate Employee's employment other than for Cause,
          the Company shall pay to Employee in a lump sum in cash
          within 30 days after the date of termination the sum of
          (1) Employee's base salary and bonus through the date
          of termination to the extent not therefore paid; (2)
          any compensation previously deferred by Employee
          (together with any accrued interest or earnings
          thereon) to the extent not therefore paid;  (3) any
          accrued vacation pay, to the extent not therefore paid;
          and (4) the base salary that would have been payable to
          Employee from the Date of Termination to the end of the
          Employment Period.

     9.    Indemnification.  The Company shall indemnify and hold
          Employee harmless from and against any and all causes
          of action, claims, costs, liabilities, expenses,
          attorney's fees or damages arising from Employee's
          performance of his duties as described herein, except
          however where such claims, etc. are a result of
          Employee's gross negligence or willful misconduct.

     10.  Full Authority.  Each party represents to the other
          that; it has full power and authority to execute,
          deliver and perform this Agreement; all necessary
          corporate action on its part for the execution,
          delivery and performance of this Agreement by it has
          been duly taken; this Agreement has been duly
          authorized and executed by it; it is a legal, valid and
          binding Agreement, enforceable against such party in
          accordance with its terms.

     11.  Entire Agreement/Assignment/Governing Law.  This
          Agreement shall be binding upon and inure to the
          benefit of the Company and its successors and assigns. 
          This Agreement shall not be assignable by either party
          hereto without the written consent of the other party. 
          This Agreement constitutes the entire Agreement between
          the parties and shall supersede all previous
          communications, representations, understandings, and
          Agreements, either oral or written, between the parties
          or any officials or representatives thereof.  This
          Agreement shall be governed by and interpreted in
          accordance with the laws of the Commonwealth of
          Virginia.

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     12.  Waivers.  A waiver by any party of a breach of any
          provision of this Agreement shall not operate as or be
          construed to be a waiver of any other breach of such
          provision or of any breach of any other provision of
          this Agreement.  The failure of a party to insist upon
          strict adherence to any term of this Agreement on one
          or more occasions shall not be considered a waiver or
          deprive that party of the right thereafter to insist
          upon strict adherence to that term or any other term of
          this Agreement.  Any waiver or modification of this
          Agreement must be in writing.

     IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the day first written above.


HADRON, INC.                            ACCEPTED & AGREED TO:



By: /S/ ROBERT J. LYNCH, JR.              /S/ C.W. GILLULY
    ---------------------------------     -------------------
     Robert J. Lynch, Jr.                    C. W. Gilluly
     Chairman, Compensation Committee
     Board of Directors


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