Exhibit 10.1 



INDEMNITY AGREEMENT 



        This
Agreement made as of the _____ day of _______________, 2005, between Infodata Systems
Inc., a Virginia corporation (“Corporation”) and the undersigned officer or
director with reference to the following facts: 



        The
officer or director is currently serving at the request of the Corporation and the
Corporation wishes to have him continue in such capacity. He is willing, under certain
circumstances, to continue in such capacity. In addition to the indemnification to which
the undersigned may otherwise be entitled as a matter of law, and as an additional
consideration for services, the Corporation has, in the past, furnished at its expense
directors and officers liability insurance protecting the officers and directors in
connection with such service. Coverage under such insurance has been severely limited. 



        The
undersigned has indicated that he does not regard indemnities available under the
Corporation’s bylaws or otherwise as adequate to protect him against the risks
associated with service to the Corporation. 



        In
order to induce the undersigned to continue to serve as a director and/or officer for the
Corporation and in consideration for continued services, the Corporation hereby agrees to
indemnify him as follows: 



          	 	1. 	
               The Corporation will pay on his behalf and on behalf of his executors,
               administrators or assigns, any amount which he is or becomes legally obligated
               to pay because of’ any claim or claims made against him because of any act
               or omission or neglect or breach of duty, including any actual or alleged error
               which he commits while acting in his capacity as a director or officer of the
               Corporation and solely because of his being a director or officer. As used in
               this paragraph, “claim” or “claims” include any action or
               proceeding to which he is made or threatened to be made a party, whether civil
               or criminal, including, but not limited to, an action by or in the right of any
               other corporation of any type or kind, domestic or foreign, or any partnership,
               joint venture, trust, employee benefit plan or other enterprise in any capacity.
               Further, the term “Corporation”, as used in this Agreement shall be
               deemed to include any corporation of any type or kind, domestic or foreign, or
               any partnership, joint venture, trust, employee benefit plan or other enterprise
               served by the undersigned in any capacity at the request of the Corporation. The
               payments which the Corporation will be obligated to make hereunder shall
               include, among others, damages, judgments, settlements and costs, cost of
               investigation and costs of defense of legal actions, claims or proceedings and
               appeals therefrom and costs of attachment or similar bonds; provided, however,
               that the Corporation shall not be obligated to pay fines or other obligations or
               fees imposed by law or otherwise make any payments hereunder which it is
               prohibited by applicable law from paying as indemnity or for any other reason. 


               












          	 	2. 	
               If a claim under this Agreement is not paid by the Corporation, or on its
               behalf, within sixty (60) days after a written claim has been received by the
               Corporation, the claimant (officer or director) may at any time thereafter bring
               suit against the Corporation to recover the unpaid amount of the claim and, if
               successful in whole or in part, the claimant shall be entitled to be paid also
               the expenses of prosecuting such claim. 


               



          	 	3. 	
               The Corporation shall not be liable under this Agreement to make any payments in
               connection with any claim: 


               



	 	
(a)
                                               Which
is actually made under a valid and collectible insurance policy, except
                    in respect of any excess beyond the amount of payment under such
insurance;  






	 	
(b)
                                               Based
upon or attributable to his gaining in fact any personal profit or
                    advantage to which he was not legally entitled;  






	 	
(c)
                                               For an
accounting of profits made from the purchase or sale by him of
                    securities of the Corporation within the meaning of Section 16(b) of
the                     Securities Exchange of 1934.  






          	 	4. 	
               The officer or director shall give to the Corporation notice in writing as soon
               as practicable of any claim made against him for which indemnity will or could
               be sought under this Agreement. Notice shall be directed to the Company’s
               President, 13454 Sunrise Valley Drive, Suite 500, Herndon, Virginia 20171. 


               



          	 	5. 	
               Costs and expenses (including attorney’s fees) incurred in defending or
               investigating any action, suit, proceeding or investigation, shall be paid by
               the Corporation in advance of the final disposition of such matter, if the
               officer or director undertakes in writing to repay any such advances in the
               event that it is ultimately determined that he was not entitled to
               indemnification under the terms of this Agreement. Once the repayment agreement
               has been delivered to the Corporation, the Corporation agrees to payment of fees
               to third parties when they become due and payable. 


               












          	 	6. 	
               If the officer or director is deceased and is entitled to indemnification under
               any provision of this Agreement, the Corporation shall indemnity his estate and
               spouse, heirs, administrators and executors. 


               



          	 	7. 	
               If the officer or director is entitled under any provision of this Agreement to
               indemnification by the Corporation for some or a portion of the expenses
               (including attorney’s fees), judgments, fines and amounts paid in
               settlement actually and reasonably incurred in the investigation, defense,
               appeal or settlement of such suit, action or proceeding, but not, however, for
               all of the total amount thereof; the Corporation shall nevertheless indemnity
               him for the portion to which he is entitled. 


               



          	 	8. 	
               The termination of any action, suit or proceeding which is covered by this
               Agreement by judgment, order, settlement or a conviction, shall not of itself;
               create a presumption for the purpose of this Agreement that he did not act in
               good faith in the manner which he reasonably believes to be in or not opposed to
               the best interests of the Corporation. 


               



          	 	9. 	
               This indemnification and advancement payment of expenses as provided by any
               provision to this Agreement shall not be deemed exclusive of any other tights to
               which he may be entitled to any provision of law, the Certificate of
               Incorporation, the bylaws; this or any other agreement, vote of stockholders or
               disinterested directors, or otherwise both as to action in his official capacity
               and as to action in any other capacity. 


               



          	 	10. 	
               This Agreement shall be governed by and construed in accordance with the laws of
               the Commonwealth of Virginia. 


               












          	 	11. 	
               This Agreement shall be binding upon all successors and assigns of the
               Corporation (including any transferee of all or substantially all of its assets
               and any successor by merger or operation of law) and shall inure to the benefits
               of the officers’ or directors’ heirs, personal representatives and
               estate. 


               



          	 	12. 	
               If any provisions of this Agreement shall be held to be invalid, illegal or
               unenforceable for any reason whatsoever, (i) the validity, legality and
               enforceability of the remaining provisions of this Agreement shall not in any
               way be affected or impaired thereby and (ii) to the fullest extent possible, the
               provisions of this Agreement shall be construed as to give effect to the intent
               manifested by the provisions held invalid, illegal or unenforceable. 


               



        IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and
signed as of the day and year first above written. 





		INFODATA SYSTEMS INC.
	

___________________________	By ____________________________
	Director and/or Officer	      Title