EXHIBIT 10.17


                  INFODATA SYSTEMS INC. EMPLOYMENT AGREEMENT
               ON CONFIDENTIAL INFORMATION, INVENTIONS AND IDEAS


      THIS  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is entered into between
Infodata Systems Inc. ("Infodata") and the undersigned employee ("me", "my" or
"I"). To induce Infodata to employ me and in consideration of my employment or
continued   employment  at  will  by  Infodata,   the   sufficiency  of  which
consideration I expressly acknowledge, Infodata and I, intending to be legally
bound, hereby agree as follows:

1.0   EMPLOYMENT RELATIONSHIP.

      1.1   NATURE OF EMPLOYMENT. The employment relationship between Infodata
and me is one of an  "employment  at  will."  This  means  that  the  offer of
employment is not for a definite  period of time and that after the employment
relationship  is established by my acceptance of this offer,  either party may
terminate  this  relationship  at any  time  and for any  reason  which is not
specifically prohibited by state or federal laws. This condition of employment
may not be varied or  modified  except in writing  and signed by an officer of
Infodata.  Nothing found in any policy manual,  policy  statement,  letter, or
other writing I may receive from, or that may be issued by, Infodata,  or that
may be contained in any oral statement made on behalf of Infodata,  shall vary
or modify this condition of employment unless the phrase  "employment at will"
is specifically referred to and specifically modified, varied, or canceled. In
addition,   nothing  contained   therein,   or  in  other  written  or  verbal
communications  from Infodata,  such as a statement referring to the manner in
which my salary and/or other  benefits will be paid or accrued  (E.G.,  salary
paid on a monthly or annual basis, or vacation to accrue at a certain rate for
each of the first two years of  employment)  or any stock  option shall in any
way modify,  vary, or supersede the  previously  stated  "employment  at will"
relationship  between me and Infodata,  in the event I accept Infodata's offer
of employment.

      1.2   INTELLECTUAL  PROPERTY.  I  recognize  that  it  is  essential  to
Infodata's  success  for  Infodata  to  acquire  all rights  arising  from the
development, discoveries or improvements made by me hereunder and for Infodata
to protect all trade secret and other  confidential  information that comes to
my knowledge during the course of my employment.

      1.3   NO CONFLICT.  I represent and warrant that I am not subject to any
contractual  obligations  that can either prevent me from performing my duties
under this  Agreement,  or give rise to any claim of damages as a result of my
affiliation with Infodata.


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      1.4   PRIOR PROPRIETARY INFORMATION. I agree not to disclose to Infodata
or use in  Infodata's  business any  information  or material  relating to the
business of any third  person and  intended by that person not to be disclosed
to Infodata.

      1.5   NO "MOONLIGHTING". During my employment with Infodata, I agree not
to accept or continue in any job, consulting work, directorship, or employment
other than with Infodata,  without the prior written approval of an officer of
Infodata.

      1.6   COMPUTER  SECURITY.  During my employment  with Infodata,  I agree
only to use computer resources (both on and off Infodata's premises) for which
I have been granted access and then only to the extent authorized.  I agree to
comply with Infodata's policies and procedures concerning computer security.

      1.7   ELECTRONIC MAIL POLICY.  I understand  that Infodata  maintains an
electronic  mail  system and  related  facilities  for the purpose of business
communications.  I acknowledge  that Infodata  retains the right to review any
and all electronic mail communications, with or without notice, at any time.

2.0   CONFIDENTIAL INFORMATION.

      2.1   ACKNOWLEDGEMENT. During my employment with Infodata, I acknowledge
I will have  access to  Confidential  Information,  as defined in Section  2.3
below,  and will occupy a position  of trust and  confidence  with  respect to
Infodata's affairs and business.

      2.2   OBLIGATIONS.  I agrees to take the following steps to preserve the
confidential and proprietary nature of Confidential Information.

            (a)   NON-DISCLOSURE.   During  and  after  my   employment   with
Infodata,  I will not use,  disclose or transfer any Confidential  Information
other  than as  authorized  by  Infodata  within  the scope of my duties  with
Infodata,  and will not use in any way other than in  Infodata's  business any
Confidential  Information,  including  information  or  material  received  by
Infodata from others and intended to be kept in confidence by its  recipients.
I understand that I am not allowed to sell,  license or otherwise  exploit any
products (including software in any form) which embody or otherwise exploit in
whole or in part any Confidential Information.

            (b)   DISCLOSURE   PREVENTION.   I  will   take   all   reasonable
precautions to prevent the inadvertent or accidental  exposure of Confidential
Information.

            (c)   REMOVAL.  I  will  not  remove  transmit  or  transport  any
Confidential  Information  from  Infodata's  premises  or make  copies of such
materials,  except for use in Infodata's business, without the express written
permission of an officer of Infodata.


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            (d)   RETURN.   I  will  return  to  Infodata   all   Confidential
Information  and copies thereof at any time upon the request of Infodata,  and
in any  event  and  without  such  request,  prior  to the  termination  of my
employment  by  Infodata.  I agree not to retain any  tangible  or  intangible
copies of any Confidential  Information after my termination of employment for
any reason.

      2.3   CONFIDENTIAL INFORMATION. The following materials and information,
whether having existed, now existing, or to be developed or created during the
term of my  employment by Infodata  (herein  referred to  collectively  as the
"Confidential  Information") are covered by this Agreement and acknowledged by
me to be valuable,  special and unique assets of Infodata,  the  disclosure of
any aspect of which may be materially damaging.

            (a)   SOFTWARE.  All  information  relating to  existing  software
products and software in various stages of research and development  which are
not generally known to the public or within the computer  industry or trade in
which Infodata competes (such as know-how, design specifications,  algorithms,
technical formulas, engineering data, special effects, benchmark test results,
methodologies,  procedures,  techniques, and information processing processes)
and  the  physical   embodiments  of  such  information   (such  as  drawings,
specification  sheets,  design notes,  source code, object code, load modules,
schematics,  flow charts, logic diagrams,  procedural diagrams, coding sheets,
work  sheets,   documentation,   annotations,   printouts,  studies,  manuals,
proposals and any other written or machine-readable manuals, proposals and any
other written or machine readable expressions of such information as are fixed
in any tangible media).

            (b)   OTHER  PRODUCTS AND SERVICES.  All  information  relating to
consulting,  research  and  development  and  other  proprietary  products  or
services,  whether  existing or in various stages of research and development,
which are not generally known to the public or within the computer industry or
trade in which Infodata competes (such as know-how, specifications,  technical
data, images, special engineering data, processes, techniques,  methodologies,
and  strategies)  and the physical  embodiments of such  information  (such as
photographs,  schematics,  specification sheets,  instruction manuals,  course
materials,  training aids,  video  cassettes,  transparencies,  slides,  taped
recordings  of  presentations,   proposals,   printouts,  studies,  contracts,
maintenance manuals, documentation,  and any other written or machine-readable
expressions of such information as are fixed in any tangible media).

            (c)   BUSINESS PROCEDURES.  All information concerning or relating
to the way Infodata  conducts its business which is not generally known to the
public (such as internal business procedures,  policies, practices,  controls,
internal  telephone  numbers,   plans,  licensing  techniques  and  practices,
supplier,  subcontractor  and prime  contractor  names and contracts and other
vendor  information,  computer  system  passwords and other computer  security
controls,  financial information,  distributor information, and employee data)
and the  physical  embodiments  of such  information  (such  as  check  lists,
samples, services and operational manuals, contracts,  proposals,  print-outs,
correspondence,  forms,  listings,  ledgers,  financial statements,  financial


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reports,  financial  and  operational  analyses,   financial  and  operational
studies,  management  reports of every  kind,  databases,  employment  records
pertaining   to   employees   other  than  me,   and  any  other   written  or
machine-readable  expressions of such information as are fixed in any tangible
media).

            (d)   MARKETING   PLANS  AND  CUSTOMER   LISTS.   All  information
pertaining  to  Infodata's  marketing  plans  and  strategies;  forecasts  and
projections;  marketing  practices,  procedures and policies;  financial data;
discounts;  margins;  costs; credit terms;  pricing practices,  procedures and
policies;  goals and objectives;  quoting practices,  procedures and policies;
and  customer  data  including  customer  lists,  contracts,  representatives,
requirements and needs, specifications,  data provided by or about prospective
existing or past  customers and contract terms  applicable to such  customers,
and the physical  embodiments of such information (such as license agreements,
consulting agreements, customer lists, print-outs, databases, marketing plans,
marketing reports, strategic business plans, marketing analyses and management
reports,  seminar and class attendee  rosters,  trade show or exhibit attendee
listings,  listings of potential customers and leads, and any other written or
machine-readable  expressions of such information as are fixed in any tangible
media).

            (e)   NOT  GENERALLY  KNOWN.  Any  information  in addition to the
foregoing which is not generally known to the public or within the industry or
trade  in  which  Infodata  competes,  and the  physical  embodiments  of such
information  in any tangible  form,  whether  written or  machine-readable  in
nature.

      2.4   GENERAL  KNOWLEDGE.  Neither the  general  skills,  knowledge  and
experience gained during my employment with Infodata, nor information publicly
available  or generally  known within the industry or trade in which  Infodata
competes are considered to be Confidential Information.

      2.5   INFORMATION  DISCLOSED  REMAINS  INFODATA  PROPERTY.  I agree  and
acknowledge  that all  ideas,  concepts,  information,  and  written  material
disclosed  to me by  Infodata,  or  acquired  from a customer  or  prospective
customer of Infodata are and shall remain the sole and exclusive  property and
Confidential  Information of Infodata or such customers,  and are disclosed in
confidence  by Infodata or  permitted  to be acquired  from such  customers in
reliance on my agreement  to maintain  them in  confidence  and not to use any
such property and  Confidential  Information to the detriment of Infodata,  or
use or disclose them to any other person except in  furtherance  of Infodata's
business and for the benefit of the Infodata.

3.0   NON-COMPETITION COVENANT.

      3.1   COMPETITOR  DEFINED.  The  term  "Competitor"  shall  refer to any
person, firm, corporation,  partnership or other business entity engaged in or
about to become engaged in the production, licensing, sale or marketing of any
product or service:


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            (i)   which is similar to or directly  competitive with Infodata's
                  proprietary  computer  software,  research  and  development
                  activities  or  consulting  services  with which I have been
                  directly  concerned  through my work for Infodata during the
                  preceding two (2) years; or

            (ii)  with   respect  to  which  I  have   acquired   Confidential
                  Information.

      3.2   RESTRICTIVE  COVENANT.  As a material  inducement  to  Infodata to
enter into this  Agreement,  I covenant and agree that,  during my  employment
with Infodata and for a period of one (1) year following the termination of my
employment,  whether such  termination  be with or without  cause, I shall not
enter the employ of any Competitor, nor engage during such period, directly or
indirectly,  voluntarily or involuntarily, as an individual, principal, agent,
officer, employee, independent contractor, partner, lender, director or in any
other  capacity,  anywhere  in the United  States,  in any actions to solicit,
divert or take away any client (as set forth in Section 5.0 below), consultant
or supplier of  Infodata,  or otherwise  compete with  Infodata in the sale or
licensing,  of any products or services that are competitive with the products
or services developed or marketed by Infodata in the United States.

      3.3   EMPLOYEE  ACKNOWLEDGEMENTS AND AGREEMENTS. I acknowledge that this
covenant in Section 3.2 has a unique,  very substantial and immeasurable value
to Infodata.  I acknowledge and agree that the software  developed by Infodata
is  or is  intended  to be  marketed  and  licensed  to  customers  worldwide,
including domestically throughout the United States. I further acknowledge and
agree  to  the  reasonableness  of  this  covenant  not  to  compete  and  the
reasonableness of the geographic area and duration of time which are a part of
said covenant. I also acknowledge and agree that this covenant will not impair
me from  becoming  gainfully  employed,  or  otherwise  earning  a  livelihood
following termination of my employment with Infodata.

4.0   NON-SOLICITATION OF EMPLOYEES.

      I  acknowledge  that any  attempt  on my part to induce  others to leave
Infodata's   employ,  or  any  effort  by  me  to  interfere  with  Infodata's
relationship  with its  other  employees  would be  harmful  and  damaging  to
Infodata.  I agree that during the term of employment  and for a period of one
(1) year thereafter,  I will not in any way, directly or indirectly (i) induce
or  attempt  to induce  any  employee  of  Infodata  to quit  employment  with
Infodata; or (ii) otherwise interfere with or disrupt Infodata's  relationship
with its employees.

5.0   SOLICITATION OR ACCEPTANCE OF EMPLOYMENT FROM INFODATA CLIENTS.


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      For a period of one (1) year after the termination of my employment with
Infodata, I agree I will not, directly or indirectly, either as an individual,
principal,  independent contractor,  partner, employee, agent, officer, lender
or director,  or in any other capacity,  solicit or accept employment from any
Infodata "client" which:

            a.    Contracted  with Infodata for my consulting  services within
                  one (1) year preceding the termination of my employment with
                  Infodata.

            b.    Met me for the purpose of  contracting  with Infodata for my
                  consulting  services  within three (3) months  preceding the
                  termination of my employment with Infodata; or

            c     I was  involved in  developing  a proposal  for  Infodata to
                  provide  consulting  services  within one (1) year preceding
                  the termination of my employment with Infodata.

      The term "Client"  includes all  affiliated  and  subsidiary  companies,
successors,  and assigns of the Infodata client corporation or organization as
of the date of my termination of employment with Infodata.

6.0   ENFORCEMENT.

      I acknowledge that in the event of the unauthorized use or disclosure of
any Confidential Information or materials by me, Infodata's business interests
will be  irreparably  injured,  the full extent of Infodata's  damages will be
impossible to ascertain,  monetary  damages will not be an adequate remedy for
Infodata,  and  Infodata  will be entitled  to enforce  this  Agreement  by an
injunction or other equitable relief, without the necessity of posting bond or
security,  which I expressly  waive. I understand that Infodata may waive some
of the requirements expressed in this Agreement,  but that such a waiver to be
effective  must be made in writing by an officer of  Infodata  and will not in
any  way be  deemed  a  waiver  of  Infodata's  right  to  enforce  any  other
requirements  or  provisions  of  this  Agreement.  I  agree  that  each of my
obligations specified in this Agreement is a separate and independent covenant
that  shall  survive  any   termination   of  this   Agreement  and  that  the
unenforceability  of any of them shall not  preclude  the  enforcement  of any
other covenants in this Agreement.

7.0   INNOVATIONS.

      7.1   ASSIGNMENT OF  INNOVATIONS.  Infodata shall have the unlimited and
exclusive   rights  in  any  products,   designs,   layouts,   specifications,
developments,   notes,  improvements,   innovations,   inventions,   formulas,
processes, techniques,  know-how, data, discoveries,  Confidential Information
or other work  developed  by me in the  performance  of my work for  Infodata,
whether now existing or later  developed  for Infodata  (all of the  foregoing
being referenced in this Agreement,  collectively as "Innovations").  I hereby


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assign to Infodata,  without further  consideration or royalty,  all my right,
title and interest in any  Innovations  and ideas,  patentable  or not, that I
make, reduce to practice,  learn or conceive, alone or with others, during the
period of time in which I am employed  by Infodata  and that relate in any way
to the actual or prospective  business of Infodata. I shall maintain notebooks
and other records  adequate to describe my  Innovations  to others  conversant
with  the  technology  and to  establish  the  date  and  circumstances  of my
discovery  or  creation.  I  agree  to  disclose  routinely  to  Infodata  all
Innovations  covered by this  Agreement,  and I will,  upon  request,  execute
specific  assignments  and take any action  necessary  to enable  Infodata  to
secure patents,  copyrights or otherwise secure its proprietary rights in such
Innovations.

      7.2   POWER OF  ATTORNEY.  In the event  Infodata is unable to secure my
signature on any document necessary to apply for, prosecute, obtain or enforce
any patent,  copyright or other right or protection relating to any Innovation
in any  country  of the  world,  whether  due to  death,  mental  or  physical
incapacity  or any other cause,  I hereby  irrevocably  designate  and appoint
Infodata and its Secretary as my agent and attorney-in-fact, to act for and in
my behalf and stead,  for the limited purpose of executing and filing any such
document  and  doing  all  other  lawfully   permitted  acts  to  further  the
prosecution,   issuance  and  enforcement  of  patents,  copyrights  or  other
protections  which employ or are based on Innovations  with the same force and
effect as if executed and delivered by me. This power of attorney shall not be
affected by my subsequent death or incapacity.

8.0   WRITTEN MATERIALS.

      8.1   OWNERSHIP.  I acknowledge  and agree that all writings,  including
without  limitation,  software  program  code,  logic  diagrams,  flow charts,
decision  charts,  drawings,  procedural  diagrams,  coding  sheets,  manuals,
documentation and written,  literary,  graphic, sound or artistic works of any
kind  produced by me in the course of my work for Infodata are works  produced
for hire and the sole and exclusive  property of Infodata  including,  without
limitation, any copyrights subsisting in those writings; but to the extent any
such  writing may not, by operation  of law or  otherwise,  be a work made for
hire, I hereby  assign to Infodata  the  ownership of copyright in such works,
whether  published or unpublished  form the moment any such works were created
and fixed in any form of  tangible  media.  I further  agree  upon  request to
execute such specific assignments or instruments and take any action necessary
to enable Infodata to secure its copyright rights in such works.

      8.2   MORAL RIGHTS.  I understand that the term "moral rights" means any
rights of paternity or integrity, including any right to claim authorship of a
copyrightable  work, to object to a modification of such  copyrightable  work,
and any similar  right  existing  under the judicial or  statutory  law of any
country in the world or under any  treaty,  regardless  of whether or not such
right is  denominated  or generally  referred to as a "moral right." I forever
hereby  waive and agree  never to  assert  any moral  rights I may have in any


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copyrightable  work that is  assigned  to  Infodata as a result of Section 8.1
hereof, even after any termination of my employment with Infodata.

9.0   WAIVER OF BREACH.

      Any waiver by either  party of  compliance  with any  provision  of this
Agreement  by the other shall not operate or be  construed  as a waiver of any
other provision of this Agreement,  or of any subsequent  breach by such party
of a provision of this  Agreement.  No waiver by the  Infodata  shall be valid
unless in writing and signed by a duly authorized officer of Infodata.

10.0  GOVERNING LAW.

      This Agreement  shall be construed and enforced in accordance  with, and
the rights of the parties  shall be governed by, the laws of the  Commonwealth
of Virginia, without regard to conflict of law provisions.

11.0  SEVERABILITY.

      Should  any  provision  of  this  Agreement  not be  enforceable  in any
jurisdiction, the remainder of the Agreement shall not be affected thereby. If
the scope of any of the  restrictions in Sections 3, 4, or 5 are determined by
a court of competent  jurisdiction  to be too broad to permit  enforcement  of
such  restrictions  to their  full  extent,  then such  restrictions  shall be
construed or rewritten  (blue-lined)  so as to be  enforceable  to the maximum
extent permitted by law and I hereby consent,  to the extent I may lawfully do
so, to the judicial  modification of the scope of any such restrictions in any
proceeding brought to enforce them.

12.0  ASSIGNMENT.

      My rights,  interests  and  benefits  hereunder  shall not be  assigned,
transferred,  pledged,  or  hypothecated  in any  way by me.  The  rights  and
obligations of the Infodata under this Agreement shall inure to the benefit of
and be binding upon the successors of Infodata.  If Infodata shall at any time
be  merged  or  consolidated   with  or  into  another   corporation,   or  if
substantially   all  the  assets  of  Infodata  are   transferred  to  another
corporation,  the provisions of this  Agreement  shall be binding on and shall
inure  to the  benefit  of the  corporation  resulting  from  such  merger  or
consolidation or to which such assets shall be transferred.

13.0  HEADINGS AND PRONOUNS.

      Headings and subheadings and paragraphs are for convenience of reference
only  and  shall  not be of any  effect  in  construing  the  meanings  of the
paragraphs and subparagraphs.  All pronouns and any variation thereof shall be
deemed to refer to the masculine,  feminine or neuter,  singular or plural, as
the identity of the person, persons, entity or entities may require.


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14.0  PUBLICATION.

      I agree not to submit any writing for  publication or deliver any speech
that contains any information  relating to the business of Infodata,  unless I
receive  advance  written  clearance  from  an  authorized  representative  of
Infodata.

15.0  CONFLICTING OBLIGATIONS AND RIGHTS.

      I agree to inform Infodata of any apparent conflicts between my work for
Infodata and (a) any obligations I may have to preserve the confidentiality of
another's  proprietary  information  or materials or (b) any rights I claim to
any inventions or ideas before using the same on Infodata's behalf. Otherwise,
Infodata may conclude that no such conflict  exists and I agree  thereafter to
make no such claim against  Infodata.  Infodata shall receive such disclosures
in confidence and  consistent  with the objectives of avoiding any conflict of
obligations and rights or the appearance of any conflict of interest.


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16.0  ENTIRE AGREEMENT.

      This is my entire  agreement  with  Infodata with respect to its subject
matter  as of its date,  superseding  any  prior or  contemporaneous,  oral or
written, express or implied negotiations,  representations,  understandings or
agreements.

17.0  FURTHER ACKNOWLEDGEMENT.

      I  understand  and  accept  the  terms  set  forth  in  this  Agreement,
including, but not limited to, the condition that my employment is NOT for any
definite  period of time,  but may be  terminated  by me or by Infodata at any
time and for any  reason  which  is not  specifically  prohibited  by state or
federal law. I further  understand  that my  employment  may be  terminated by
Infodata,  in its sole  discretion,  if I have  misstated,  misrepresented  or
omitted any material fact in my  application  for employment or in any related
documentation  or information  provided by me, whether verbally or in writing,
to Infodata.

      By my signature below, I acknowledge that I have reviewed this Agreement
carefully and  understand  that the covenants and  obligations it contains are
binding on me.

INFODATA SYSTEMS INC.                                AGREED TO BY EMPLOYEE


 /s/EVA FRANKLIN                                     /s/STEVEN SAMOWICH
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 Signature                                           Signature

 EVA FRANKLIN                                        STEVEN SAMOWICH
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 Print Name                                          Print Name

 11/4/98                                             11/4/98
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 Date                                                Date