Exhibit 10.1


            Employment Agreement between the Company and Joe J. Lynn


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February 12, 1997                                        Personal & Confidential


Mr. Joe Lynn
19153 Brooke Grove Ct.
Gaithersburg, Md.  20879

Dear Joe:

                  This will  confirm our  agreement,  retroactive  to January 1,
1997, to supersede your existing employment agreement,  dated December 16, 1996,
with Microlog  Corporation (the  "Corporation") and to provide that the terms of
your continued  employment  with the  Corporation  shall be as set forth in this
letter.  Please  confirm your  acceptance of these terms by signing at the space
provided on the last page of this letter.

                  1.       Duties and Responsibilities.

                  You are to be employed as the Chief Development Officer of the
Corporation.  You will report to the Board of  Directors  and will  perform such
duties  as the  Board of  Directors  may from  time to time  reasonably  direct.
However,  you acknowledge and agree that the general management and direction of
the Corporation, its employees and affairs will be vested in the chief executive
officer, and you will work cooperatively with the chief executive officer in the
performance of your duties. Your powers as an officer of the Corporation will be
set forth in  resolutions  of the Board of Directors  and/or  amendments  to the
Bylaws  of the  Corporation  regarding  the  duties  and  powers  of  the  Chief
Development  Officer.  During  the  term of this  Agreement,  there  shall be no
material increase or decrease in your duties and responsibilities otherwise than
as  provided  herein,  unless  the  parties  otherwise  agree  in  writing.  The
Corporation  agrees that you may, in the course of your  activities on behalf of
the Corporation, present yourself as a president emeritus of the Corporation.

                  2.       Compensation.

                  Your  compensation  for  each  year  during  the  term of this
Agreement  shall be equal to the  following:  (a) the sum of  $80,000  for 1997,
$84,000 for 1998 and $88,200 for 1999 (the "Base  Amount"),  plus (b) the sum of
$93,779.70 per annum for 1997, 1998 and 1999 (the "Additional Amount").

                  The  parties   acknowledge  that  the  Additional  Amount  was
determined by computing the present value of a  hypothetical  stream of payments
of $6,666.67 per month that would  commence upon  conclusion of your  employment
hereunder  and continue for five years,  paid in  installments  over the term of
this Agreement. However, the parties agree that the Additional Amount represents
an agreed amount for purposes of this Agreement, and that any issues or disputes
that may arise hereafter  concerning the  determination of the Additional Amount
or the calculation  thereof shall in no way affect the Additional Amount payable
hereunder.

                  Both the Base Amount and the Additional Amount will be payable
in 24 substantially  equal semi-monthly  installments,  less normal withholdings
and deductions,  subject to reduction  pursuant to Section 5 below.  You will be
entitled to paid vacation in accordance with the Corporation's standard vacation
policy for employees.  You shall be entitled to participate in all benefit plans
which  are  generally  available  to  the  Corporation's  employees,  and  those
available  to  executive   officers  of  the  Corporation,   but  not  including
participation  in the incentive  stock option plan or executive  bonus plan. The
Board  reserves  the right to  address  in the  future  whether,  and under what
conditions, it may choose to grant you a bonus, in the Board's discretion.

                  The Corporation shall continue the existing lease of a company
car for your  business  and  personal  usage so long as you  remain a  full-time
employee of the Corporation.  Such lease will be at the Corporation's expense so
long as you remain a full-time employee of the Corporation,  and the Corporation
will  continue  to pay all  lease  charges  and  related  costs  such  as  fuel,
maintenance,  insurance,  and excess mileage charges.  At the expiration of such
lease in approximately 16 months,  the Corporation will cease to be obligated to
provide you with a company car or pay any such expenses.

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                  If the Board of  Directors  elects to purchase a policy of key
man insurance on your life,  you will  cooperate  fully with the  Corporation on
matters  relating to such insurance.  The Corporation will be the beneficiary of
any such key man life insurance, unless otherwise agreed with you in writing.

                  3.       Board Membership.

                  You are  presently  serving as a director  of the  Corporation
with a term expiring in 1998. You and the  Corporation  agree that no commitment
has been made by either party concerning your standing for re-election, or being
nominated by the Board of Directors for  re-election,  at the expiration of your
current term of office as a director of the  Corporation.  In the event that you
are nominated for re-election in 1998, it will be with the understanding that in
the event you cease to serve as a full time employee of the Corporation prior to
completion  of your term as a  director,  you will,  upon  request of the Board,
resign as a director.

                  4.       Term of Employment.

                  Your term of  employment  under this  Agreement  shall be from
January 1, 1997 through December 31, 1999, unless earlier terminated as provided
below.  The Board of Directors may terminate your employment at any time with or
without cause, and your employment shall terminate automatically in the event of
your total incapacitation or death.

                  If your  employment  is  terminated  by the Board of Directors
"for cause" at any time prior to the  expiration of the term of your  employment
under this  Agreement,  you shall have no right to receive  compensation  or any
other benefits from the Corporation  for any period after  termination for cause
other than such vested  retirement  benefits to which you may be entitled  under
any  qualified  employee  pension plan  maintained by the  Corporation,  and any
deferred  compensation  to  which  you  may be  entitled  under  prior  deferred
compensation agreements. The term "termination for cause" shall mean termination
by the Corporation because of your gross  incompetence,  willful and intentional
misconduct,  breach of fiduciary duty in connection with your services involving
personal  profit,  intentional  failure  to perform  the duties of your  office,
willful  violation  of any law,  rule or  regulation  other than  minor  traffic
violations  or similar  offenses,  or material  breach of any  provision of this
Agreement.  In no event, however, will a termination be deemed to be "for cause"
unless,  prior to such  termination,  the Board of  Directors,  after giving you
reasonable  notice,  and the opportunity to be heard,  shall have duly adopted a
resolution  approved by at least two thirds of its members finding that you have
been guilty of specific conduct as described above, and further finding that the
effect of such  conduct  has been  materially  adverse to the  interests  of the
Corporation. In the event that you do not agree with such findings, the issue of
whether  the  termination  shall  be "for  cause"  will be  subject  to  binding
arbitration  under the  "Employment  Dispute  Resolution"  rules of the American
Arbitration Association.

                  If your employment is terminated by the Board of Directors for
any reason  other than "for  cause" at any time prior to the  expiration  of the
term of your employment  under this Agreement,  you would be entitled to receive
the  following:  (a) all  semi-monthly  payments  of the Base  Amount,  plus all
benefits or their equivalent  value, for a period of one year following the date
of such  termination or until the end of the term of this  Agreement,  whichever
occurs first, (b) the Additional  Amount,  for the remainder of the term of this
Agreement  and, for any portion of such period during which you are not entitled
to receive the Base Amount,  the Additional  Amount shall be increased by $2,000
per month, and (c) such vested retirement  benefits to which you may be entitled
under any qualified  employee pension plan maintained by the  Corporation,  plus
any  deferred  compensation  to which you may be entitled  under prior  deferred
compensation agreements.

                  You  agree  that,  following  expiration  of the  term of this
Agreement,  you shall not be entitled to any further  employment  or  consulting
arrangements  with the  Corporation,  and that no such  arrangement  that may be
entered  into shall be  binding  upon the  Corporation  unless  approved  by the
Corporation's  Board  of  Directors  and  set  forth  in  writing  signed  by an
authorized officer of the Corporation.  The parties agree that it is the present
expectation  that  you  will  retire  following  expiration  of the term of this
Agreement.

                  The separate letter agreement which the Corporation previously
entered into with you regarding  severance  payments in the event of termination
of your  employment  following a change in control is hereby  terminated  in its
entirety.

                  5.       Full and Part-Time Status.


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                  Your  employment  hereunder  shall  be on a  full-time  basis,
except as set forth below.

                  You  shall  have  the  right,  upon  30  days  notice  to  the
Corporation  (or such shorter  period as may be  necessitated  by your health or
personal  circumstances),  to assume part-time  status under this Agreement.  In
such event,  you may elect to work such number of hours and days per week as you
may specify in a written notice to the Corporation, which shall not be less than
20 hours per week,  except  with the  consent of the  Corporation.  If you elect
part-time status,  the Base Amount portion of your compensation and bonuses (but
not the Additional  Amount or benefits) shall be reduced  proportionately  based
upon the ratio  (the  "Compensation  Ratio") of the number of hours you elect to
work to 40 hours per week. You may at any time during the term of this Agreement
increase your work commitment (but the Compensation Ratio shall not exceed 1.00,
regardless of the number of hours actually  worked per week),  or further reduce
your work commitment within the parameters set forth above in this paragraph.

                  You  shall  have the  right,  upon  reasonable  notice  to the
Corporation, to assume consulting status under this Agreement. You may make such
election  for any reason,  including  as may be  necessitated  by your health or
personal circumstances.  In such event, you shall perform such consulting as may
be reasonably  requested by the Corporation  during the remainder of the term of
the Agreement.  If you assume consulting  status under this Agreement,  the Base
Amount portion of your compensation  shall terminate,  but the Additional Amount
shall continue to be paid for the remainder of the term of the Agreement and (so
long as your consulting status continues) shall be increased by $2,000 per month
for the  remainder of the term of the  Agreement,  and all benefits  provided in
this Agreement shall continue during the remaining term of this Agreement to the
extent permitted under the applicable benefit plans.

                  If you become  totally  incapacitated  during the term of this
Agreement,  the  Base  Amount  portion  of your  compensation  shall  terminate.
Payments of the Additional Amount shall terminate one year after such incapacity
occurs or at the  conclusion  of the term of this  Agreement,  whichever  occurs
earlier,  and all benefits  provided in this Agreement shall continue during the
remaining  term of this Agreement to the extent  permitted  under the applicable
benefit  plans.  If you die during the term of this  Agreement,  the Base Amount
portion of your  compensation  and employee  benefits shall  terminate upon your
death.  Payments of the  Additional  Amount shall  terminate one year after your
death or at the  conclusion  of the  term of this  Agreement,  whichever  occurs
earlier.  You may designate a recipient of any Additional  Amount payments to be
made under this  Agreement  after your death by providing  written notice to the
Corporation; in the event no designation is made, such payments shall be payable
to your estate.

                  In the event that you  assume a part time  status (or cease to
work entirely, as necessitated by your health or with the approval of the Board,
other  than  due  to  total  incapacitation,  which  is  addressed  above),  the
Corporation shall continue to pay its current share of premiums required for you
to participate in the Corporation's group health and  hospitalization  insurance
plan and supplemental  health coverage,  during the term of this Agreement.  If,
consistent with the terms of those plans, the Corporation is unable or unwilling
to  provide  coverage  to you under any of such  plans,  the  Corporation  shall
reimburse you for your  reasonable  actual  out-of-pocket  expenses in obtaining
similar coverage.  In addition,  to the extent permitted under the Corporation's
existing  employee life  insurance  plan,  you shall be allowed to continue your
existing life insurance at your expense.

                  7.       Restrictive Covenants.

                  (a) During the term of this Agreement, and for a period of two
years  after  termination  of this  Agreement,  you  shall  not at any  time (i)
compete,  directly or  indirectly,  on your own behalf or on behalf of any other
person or  entity,  with the  Corporation  or any of its  affiliates  within the
United  States of America,  its  territories  or the  District of Columbia  with
respect to the  business of the  Corporation  or any of its  affiliates  as such
business  shall be  conducted  on the date  hereof or during  the period of this
Agreement, (ii) solicit or induce, directly or indirectly, on your own behalf or
on behalf of any other person or entity,  any employee of the Corporation or any
of  its  affiliates  to  leave  the  employ  of  the  Corporation  or any of its
affiliates;  or (iii)  solicit or induce,  directly or  indirectly,  on your own
behalf  or on  behalf  of any  other  person  or  entity,  any  customer  of the
Corporation or any of its affiliates to reduce its business with the Corporation
or any of its affiliates.

                  (b) You shall not at any time, directly or indirectly, on your
own behalf or on behalf of any other person or entity,  disclose any proprietary
information  of the  Corporation or any of its affiliates to any other person or
entity,  and you shall  not use any such  proprietary  information  for your own
personal advantage or make 

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such information available to others for use, unless such information shall have
come into the public domain other than through unauthorized disclosure.

                  (c)  The   ownership  by  you  of  not  more  than  10%  of  a
corporation,  partnership or other  enterprise  shall not constitute a violation
hereof.  You acknowledges that the restrictions  contained in this Section 6 are
reasonable.  If however,  any  portion of this  Section 6 is found by a court of
competent  jurisdiction to be invalid or  unenforceable,  but would be valid and
enforceable  if  modified,  this  Section 6 shall apply with such  modifications
necessary  to make this  Section 6 valid and  enforceable.  Any  portion of this
Section 6 not  required to be so modified  shall remain in full force and effect
and not be affected thereby. You agree that the Corporation shall have the right
of specific performance in the event of a breach by you of this Section 6.

                  Joe, on behalf of Microlog, we are pleased with your desire to
continue your employment with the Corporation.


                                                 Yours truly,

                                                 Microlog Corporation


                                                 By: /s/ Richard A. Thompson
                                                    ------------------------
                                                    Richard A. Thompson
                                                    President


Accepted:


/s/ Joe J. Lynn
------------------------------
             Joe J. Lynn

Date:    13 February 1997
     -------------------------


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