EMPLOYMENT AGREEMENT
                                 (Gregory Pratt)


     AGREEMENT,  made as of this  25th day of June,  1998,  by and between OAO
Technology  Solutions,  Inc., a Delaware  corporation (the  "Corporation"),  and
Gregory Pratt ("Employee").

                              W I T N E S S E T H :

     WHEREAS,  the  Corporation  is engaged in the  business of providing a full
range of outsourcing, systems reengineering and systems integration services;

     WHEREAS,  the Corporation desires to employ Employee as President and Chief
Executive  Officer of the  Corporation  in  connection  with the  conduct of the
business of the  Corporation,  and Employee desires to accept such employment on
the terms and conditions herein set forth;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements  hereinafter set forth,  the parties hereto,  intending
legally to be bound, hereby agree as follows:

     1. Employment. The Corporation hereby employs Employee as its President and
Chief Executive Officer,  and Employee hereby accepts such employment,  upon the
terms and conditions hereinafter set forth.

     2. Term. The employment of Employee under this Agreement shall be on an "at
will" basis.

     3. Office and Duties.

     (a) During the term hereof,  Employee  shall serve as  President  and Chief
Executive  Officer of the Corporation.  Subject to the Bylaws of the Corporation
and the direction of the Board of Directors of the  Corporation,  Employee shall
perform such duties as are customary for a President and Chief Executive Officer
of businesses in the United States similar in kind and size to the  Corporation,
and  such  other  duties  as may  from  time to time be  assigned  to him by the
Directors of the Corporation.

     (b) During the term  hereof,  Employee  shall use his best efforts to carry
out his duties and responsibilities hereunder and devote his entire working time
to the business and affairs of the Corporation and shall not, in any advisory or
other  capacity,  work for any other  individual,  firm or company without first
having obtained the written consent of the Corporation;  provided, however, that
Employee may engage in investment  activities so long as they do not  materially
interfere with the performance of his duties hereunder.


                                      15
<PAGE>


     (c) During the term hereof,  the principal  place of employment of Employee
shall be the Corporation's  headquarters in Greenbelt,  Maryland,  or such other
locations as may be selected for the  Corporation's  facilities,  although it is
understood  that in connection  with his duties under this  agreement,  Employee
will be required to travel to and perform services at other locations.

     (d)  Employee  represents  and warrants to the  Corporation  that he is not
subject  or a  party  to any  employment  agreement,  non-competition  covenant,
non-disclosure  agreement  or  other  agreement,   covenant,   understanding  or
restriction  which would  prohibit  Employee from  executing  this Agreement and
performing fully his duties and  responsibilities  hereunder,  or which would in
any   manner,   directly  or   indirectly,   limit  or  affect  the  duties  and
responsibilities  which may now or in the future be  assigned to Employee by the
Corporation.

     (e) Employee  agrees to cooperate at the request of the  Corporation in any
efforts to obtain "key-man" life insurance on Employee's life.

     4. Compensation.  As compensation for the services to be rendered hereunder
by Employee, the Corporation agrees to pay or provide to Employee:

     (a)  Salary.  A basic  salary  for  such  services  at the  annual  rate of
$250,000,  payable in  semi-monthly  installments  in accordance with the normal
payroll policies of the Corporation. This rate of compensation shall be reviewed
by the Board of Directors at least once per fiscal year.

     (b) Bonus.  Employee shall be eligible to earn an incentive  bonus of up to
100% of the base  salary,  subject to the  achievement  of certain  company  and
individual milestones  determined annually by the Compensation  Committee of the
board of Directors.

     (c) Restricted  Stock.  Upon  commencement  of  employment,  Employee shall
purchase and the  Corporation  shall sell 750,000  shares of common stock of the
Corporation  at a per share  price  equal to then  current  market  price of the
common stock.  The  Corporation  will have the right to  repurchase  100% of the
shares at the lesser of the  exercise  price and the then  current  fair  market
value  upon any  termination  of  employment  on or before  June 30,  1999,  and
reducing by 25% on each July 1  thereafter,  provided,  that if the  Corporation
terminates  the Employee  without cause,  the repurchase  right shall be further
reduced by the pro rata portion of the next scheduled reduction. This repurchase
right  will  expire in the event the stock  closing  price is $25 or more for 20
consecutive   trading  days.  The  Corporation  will  provide  Employee  with  a
full-recourse  five-year  loan with  interest at the Federal  statutory  rate to
cover the purchase price of the shares.  The loan will be secured by a pledge of
the  shares,  and will be  payable  in full  upon a  termination  of  Employee's
employment.  The restricted stock will be subject to the terms and conditions of
the Plan.


                                      16
<PAGE>


     (d) Benefits. For the term hereof, and thereafter to the extent provided in
Exhibit  A, the  Corporation  shall  provide  Employee  with the  benefits  (the
"Benefits") specified or referred to in Exhibit A.

     5. Termination of Employment.

     (a) The  Corporation  may terminate this  Agreement with cause  immediately
upon written notice to Employee. "Termination for cause" shall mean discharge by
the Corporation on the following grounds:

          (i)  Employee's  conviction in a court of law of any crime or offense,
     which  conviction makes him unfit for continuing  employment,  prevents him
     from  effective  management  of the  Corporation  or  materially  adversely
     affects the reputation or business activities of the Corporation.

          (ii)  Dishonesty or willful  misconduct  which  materially,  adversely
     affects the reputation or business  activities of the Corporation and which
     continues after written notice thereof to Employee.

          (iii)  Substance  abuse,  including abuse of alcohol or use of illegal
     narcotics,  and other  drugs or  substances,  for which  Employee  fails to
     undertake  and  maintain  treatment  after 15 days after  requested  by the
     Corporation, or misappropriation of funds.

          (iv) Employee's  continuing material failure or refusal to perform his
     duties in  accordance  with the terms of this  Agreement or to carry out in
     all material  respects  the lawful  directives  of the Board of  Directors;
     provided  that  discharge   pursuant  to  this  subparagraph   (iii)  shall
     constitute  discharge for cause only if Employee has first received written
     notice  from  the  Board  of  Directors  of the  Corporation  stating  with
     specificity  the nature of such  failure or refusal  and, if  requested  by
     Employee  within 10 days  thereafter,  Employee  is  afforded a  reasonable
     opportunity to be heard before the Board.

     Upon such termination for cause,  Employee shall lose all right,  title and
interest  in and to all  payments  required  to be made in  accordance  with the
provisions  of  this  Agreement,  and the  Corporation  shall  have  no  further
obligation to Employee hereunder, except for compensation pursuant to Paragraphs
4(a) and 4(d) to which  Employee  is entitled  through the date of  termination,
bonus  compensation  to which  Employee  is  entitled  for and in respect of the
preceding fiscal year if not theretofore  paid, and any benefits  referred to in
Exhibit  A hereof  to which  Employee  has a vested  right  under  the terms and
conditions of the plan or program pursuant to which such benefits were granted.


                                       17
<PAGE>


     (b) The Corporation  may terminate the Employee  without cause at any time.
In the event of termination of Employee without cause, the Corporation shall pay
or provide to Employee (in addition to the salary,  bonus and other compensation
to which Employee shall be entitled or shall have earned pursuant to Paragraph 4
hereof  through the date of such  termination  and any  benefits  referred to in
Exhibit  A hereof  in which  Employee  has a vested  right  under  the terms and
conditions of the plan or program pursuant to which such benefits were granted),
(i) the basic salary  pursuant to the  provisions of Paragraph 4(a) hereof for a
period of 12 months from the effective date of such termination, payable ratably
over such 12 month period, and (ii) the benefits referred to in Exhibit A hereof
(excluding  the 401K plan and country  club dues) for a period of 12 months from
the effective date of such termination.

     (c) Employee may terminate  this  Agreement by  resignation  and giving the
Corporation three (3) months' notice.  The Corporation can waive this notice and
agree  with  Employee  to an  earlier  termination  date.  Upon  termination  by
Employee,  all  obligations of the Corporation and Employee under this Agreement
will cease as of the date of final termination,  except as provided in Section 8
below.

     6. Restrictive Covenants and Confidentiality; Injunctive Relief.

     (a) Employee agrees,  as a condition to the Corporation  agreeing to employ
Employee and to the performance by the Corporation of its obligations hereunder,
particularly its obligations  under Paragraph 4 hereof,  that during the term of
Employee's  employment  with the  Corporation  and for a period  of one (1) year
thereafter,  or such lesser  term,  but not less than 6 months,  as the Board of
Directors may determine within 60 days of any such  termination,  Employee shall
not,   without  prior  written  approval  of  the  Board  of  Directors  of  the
Corporation,  directly or indirectly through any other person,  firm or company,
whether individually or in conjunction with any other person, or as an employee,
agent,  consultant,  representative,  partner or holder of any  interest  in any
other person, firm, company or other association:  (i) solicit, entice or induce
any Customer (as defined below) to become a client,  customer,  OEM, distributor
or reseller of any other person, firm or company with respect to products and/or
services then sold or under  development  by the  Corporation  or to cease doing
business with the Corporation,  and Employee shall not approach any such person,
firm or company for such purpose or authorize or knowingly approve the taking of
such actions by any other person;  or (ii) solicit,  entice or induce any person
who  presently  is or at any time during the term hereof shall be an employee of
the  Corporation to become  employed by any other person,  firm or company or to
leave their employment with the Corporation, and Employee shall not approach any
such  employee for such purpose or authorize or knowingly  approve the taking of
such actions by any other person.  For purposes of this  Paragraph 5, a Customer
means any person or entity which at the time of determination shall be, or shall
have been  within  two  years  prior to such  time,  a  client,  customer,  OEM,
distributor or reseller of the Corporation.


                                       18
<PAGE>


     Nothing in the foregoing  shall  prohibit  Employee  from  investing in the
securities  of any company  having  securities  listed on a national  securities
exchange,  provided  that  such  investment  does not  exceed 5% of any class of
securities  of  any  company  engaged  in  business  in  competition   with  the
Corporation,  and provided that such ownership  represents a passive  investment
and that neither  Employee nor any group of persons  including  him, in any way,
either directly or indirectly, manages or exercises control of any such company,
guarantees  any of its financial  obligations,  otherwise  takes any part in its
business, other than exercising his rights as a shareholder,  or seeks to do any
of the foregoing.

     (b) Employee  acknowledges that during the term of his employment,  he will
have  access  to  confidential   information  of  the   Corporation,   including
information  about  "Developments"  (as defined in Paragraph 7 below),  business
plans, costs,  customers,  profits,  markets,  sales,  products,  key personnel,
pricing policies, operational methods and other business affairs and methods and
other  information  not  available  to  the  public  or  in  the  public  domain
(hereinafter referred to as "Confidential  Information").  In recognition of the
foregoing,  Employee covenants and agrees that, except as required by his duties
to the Corporation,  Employee will keep secret all  Confidential  Information of
the Corporation and will not, directly or indirectly,  either during the term of
his  employment  hereunder  or at any time  thereafter  while such  Confidential
Information remains confidential,  disclose or disseminate to anyone or make use
of, for any purpose  whatsoever except for the benefit of the Corporation in the
course of his employment, any Confidential Information,  and upon termination of
his employment,  Employee will promptly  deliver to the Corporation all tangible
materials and objects containing Confidential  Information (including all copies
thereof,  whether  prepared by Employee or others)  which he may possess or have
under his control.  The term  "Confidential  Information"  shall not include any
information  which can be demonstrated (i) to be generally known in the industry
or to the public other than through breach of Employee's  obligations hereunder,
(ii) to have been in  Employee's  possession  prior to his  employment  with the
Corporation and not assigned to the Corporation, or (iii) to have been disclosed
to  Employee  by  an  independent  third  party  not  under  any  obligation  of
confidentiality.


                                       19
<PAGE>


     (c) Employee  represents (i) that his experience and  capabilities are such
that the  restrictions  contained  herein will not  prevent  him from  obtaining
employment or otherwise earning a living at the same general economic benefit as
reasonably  required by him and (ii) that he has, prior to the execution of this
Agreement, reviewed this Agreement thoroughly with his legal counsel.

     (d) Employee acknowledges that the restrictions contained in this Paragraph
6 are reasonable and necessary to protect the legitimate  business  interests of
the  Corporation  and that the  Corporation  would  not have  entered  into this
Agreement  in the  absence  of such  restrictions.  By reason of the  foregoing,
Employee  agrees that if he violates any of the  provisions of this Paragraph 6,
the Corporation would sustain irreparable harm and,  therefore,  irrevocably and
unconditionally  (i) agrees  that in addition  to any other  remedies  which the
Corporation  may have under this  Agreement or otherwise,  all of which remedies
shall be cumulative,  the Corporation shall be entitled to apply to any court of
competent jurisdiction for preliminary and permanent injunctive relief and other
equitable  relief,  (ii) that such relief and any other claim by the Corporation
pursuant  hereto  may be brought in the  United  States  District  Court for the
District of Delaware, or if such court does not have subject matter jurisdiction
or will not  accept  jurisdiction,  in any  court  of  general  jurisdiction  in
Delaware; (iii) consents to the non-exclusive  jurisdiction of any such court in
any such  suit,  action or  proceeding,  and (iv)  waives  any  objection  which
Employee may have to the laying of venue of any such suit,  action or proceeding
in any such court. Employee also irrevocably and unconditionally consents to the
service of any process, pleadings, notices or other papers in a manner permitted
by the notice provisions hereof. In the event that any of the provisions of this
Paragraph 6 hereof should ever be  adjudicated  to exceed the time,  geographic,
product or service,  or other  limitations  permitted by  applicable  law in any
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the  maximum  time,  geographic,  product or  service,  or other  limitations
permitted by applicable law.

     (e)  Employee  agrees  that  the  Corporation  may  provide  a copy of this
Paragraph 6 to any business or enterprise (i) which the Employee may directly or
indirectly own, manage,  operate,  finance,  join, control or participate in the
ownership,  management,  operation, financing, or control of, or (ii) with which
he may be connected with as an officer, director,  employee, partner, principal,
agent,  representative,  consultant or otherwise, or in connection with which he
may use or permit his name to be used;  provided,  however,  that this provision
shall  not apply as to  subparagraph  (a) or (b)  after  expiration  of the time
periods set forth therein or with respect to any activities, entities or persons
excluded by the terms  hereof.  Employee will provide the names and addresses of
any of such  persons  or  entities  as the  Corporation  may  from  time to time
reasonably request.


                                       20
<PAGE>


     (f) In the event of any breach or violation of the restriction contained in
subparagraph (a) above, the period therein specified shall abate during the time
of any violation  thereof and that portion remaining at the time of commencement
of any violation  shall not begin to run until such violation has been fully and
finally cured.

     7.  Ownership  of  Inventions  and Ideas.  Employee  acknowledges  that the
Corporation  shall  be the  sole  owner  of all  the  results  and  proceeds  of
Employee's service hereunder,  including but not limited to, all patents, patent
applications,  patent rights, formulas,  copyrights,  inventions,  developments,
discoveries,  other improvements,  data,  documentation,  drawings,  charts, and
other written,  audio and/or visual  materials  relating to equipment,  methods,
products,   processes,   or  programs  in  connection  with  or  useful  to  the
Corporation's  business  (collectively,  the "Developments")  which Employee, by
himself or in conjunction with any other person,  may conceive,  make,  acquire,
acquire knowledge of, develop or create during the term of Employee's employment
hereunder,  free and  clear of any  claims  by  Employee  (or any  successor  or
assignee of him) of any kind or character whatsoever other than Employee's right
to  compensation   hereunder.   Employee  acknowledges  that  all  copyrightable
Developments shall be considered works made for hire under the Federal Copyright
Act. Employee hereby assigns and transfers his right,  title and interest in and
to all such  Developments,  and  agrees  that he shall,  at the  request  of the
Corporation,   execute  or  cooperate   with  the   Corporation  in  any  patent
applications,  execute such assignments,  certificates or other instruments, and
do any and all other acts,  as the Board of  Directors of the  Corporation  from
time to time  reasonably  deems  necessary or desirable to evidence,  establish,
maintain, perfect, protect, enforce or defend the Corporation's right, title and
interest in or to any such Developments.

     8.  Survival.  The  provisions  of  Paragraphs 6, 7 and 9 shall survive the
termination of this Agreement for any reason whatsoever.


                                       21

<PAGE>


     9. Dispute Resolution.

     (a)  Good-Faith  Negotiations.  If any dispute  arises under this Agreement
that is not settled  promptly in the ordinary  course of  business,  the parties
shall seek to resolve any such  dispute  between  them,  first,  by  negotiating
promptly  with each other in good  faith in  face-to-face  negotiations.  If the
parties are unable to resolve the dispute  between them within 20 business  days
(or such period as the parties shall otherwise agree) through these face-to-face
negotiations,  then the  controversy  or claim  shall be settled by  arbitration
conducted  on  a  confidential  basis,  under  the  U.S.   Arbitration  Act,  if
applicable,  and the then current  Commercial  Arbitration Rules of the American
Arbitration  Association  (the  "Association")  strictly in accordance  with the
terms of this Agreement and the  substantive  law of the State of Delaware.  The
arbitration  shall be conducted at the  Association's  regional  office  located
closest  to  Corporation's   principal  place  of  business  by  one  arbitrator
experienced in employment  matters.  Judgment upon the arbitrator's award may be
entered and enforced in any court of competent jurisdiction. Neither party shall
institute a  proceeding  hereunder  unless at least 10 days prior  thereto  such
party shall have given written notice to the other party of its intent to do so.


                                       22
<PAGE>


     (b) Notwithstanding  the foregoing,  the Corporation shall not be precluded
hereby  from  securing   equitable  remedies  in  courts  of  any  jurisdiction,
including,  but not limited to,  temporary  restraining  orders and  preliminary
injunctions  to protect  its rights and  interests  but shall not be sought as a
means to avoid or stay arbitration.

     10. Miscellaneous.

     (a) Any notice authorized or required to be given or made by or pursuant to
this  Agreement  shall be made in writing  and either  personally  delivered  or
mailed by  overnight  express  mail to the  respective  address  of the party to
receive such notice,  which address is the one designated below the name of such
party on the  signature  page  hereof,  or to such other  address as a party may
specify by notice to the other parties hereto.

     (b) This Agreement  cancels and supersedes any and all prior agreements and
understandings between or among any or all of the parties hereto with respect to
the  employment by or  obligations  of Employee to any thereof.  This  Agreement
constitutes  the entire  agreement among the parties with respect to the matters
herein provided,  and no modification or waiver of any provision hereof shall be
effective unless in writing and signed by the parties hereto.

     (c) All of the terms and provisions of this Agreement shall be binding upon
and  inure  to the  benefit  of  and be  enforceable  by the  respective  heirs,
executors, administrators, legal representatives,  successors and assigns of the
parties  hereto,  except  that  the  duties  and  responsibilities  of  Employee
hereunder  are of a personal  nature and shall not be assignable or delegable in
whole or in part by Employee.

     (d) Employee agrees that the obligations of the Corporation hereunder shall
be limited to the Corporation  only, and Employee agrees that he shall not bring
any claim or suit against any director or shareholder of the  Corporation or any
other  person  other  than the  Corporation  for any  breach or  default  by the
Corporation of its obligations hereunder.


                                       23

<PAGE>


     (e) If any provision of this Agreement or application  thereof to anyone or
under any  circumstances  is adjudicated to be invalid or  unenforceable  in any
jurisdiction,  such  invalidity or  unenforceability  shall not affect any other
provision or application of this Agreement which can be given effect without the
invalid or  unenforceable  provision or application  and shall not invalidate or
render unenforceable such provision or application in any other jurisdiction.

     (f) No remedy  conferred upon any party by this Agreement is intended to be
exclusive  of any  other  remedy,  and  each  and  every  such  remedy  shall be
cumulative  and shall be in addition to any other remedy given  hereunder or now
or hereafter  existing at law or in equity. No delay or omission by any party in
exercising any right,  remedy or power hereunder or existing at law or in equity
shall be construed as a waiver thereof,  and any such right, remedy or power may
be exercised by the party  possessing the same from time to time and as often as
may be deemed expedient or necessary by such party in its sole discretion.

     (g) This Agreement may be executed in several  counterparts,  each of which
is an original.  It shall not be necessary in making proof of this  Agreement or
any counterpart hereof to produce or account for any of the other counterparts.

     (h) In the event of a lawsuit or arbitration by either party to enforce any
provisions of this Agreement,  the prevailing party shall be entitled to recover
reasonable costs, expenses and attorney's fees from the other party.


                                       24
<PAGE>


     11.   Controlling   Law.  The   validity,   interpretation,   construction,
performance  and  enforcement of this Agreement shall be governed by the laws of
the State of Delaware.

     IN WITNESS WHEREOF,  Employee has hereunto set his hand and the Corporation
has caused  this  instrument  to be duly  executed  as of the day and year first
above written.


Witness:                                      Employee:


-------------------------                     -------------------------
                                              Gregory A. Pratt
                                              1125 Kaolin Rd.
                                              Kennett Square, PA  19348


                                              OAO Technology Solutions, Inc.


-------------------------                     By:
                                                 ------------------------------
Secretary                                        Title:
                                              7500 Greenway Center, 16th Floor
                                              Greenbelt, MD 20770-3522
                                              Attention: Chairman of the Board




                                       25
<PAGE>


                                    Exhibit A
                                    Benefits

1. Group Insurance. The Corporation shall provide to Employee and his family the
group  life,  health,   dental  and  disability   insurance  coverage  that  the
Corporation makes available to its most senior executives from time to time. For
purposes  of this  Exhibit  A, the term  "family"  shall  mean the spouse of the
Employee  and his  dependent  children  who may be insured  from time to time as
dependents under such policies of the Corporation.

2. Automobile. The Corporation will provide Employee with a company car or a car
allowance,  not to exceed $800 per month.  Employee shall be responsible for the
payment of all insurance,  maintenance,  repairs,  gasoline and other reasonable
and necessary costs incident to the operation of such automobile.

3.  Expenses.  It is  contemplated  that,  in  connection  with  his  employment
hereunder, Employee may be required to incur reasonable business,  entertainment
and travel expenses.  The Corporation  agrees to reimburse  Employee in full for
all such reasonable and necessary  business,  entertainment  and travel expenses
incurred or expended by him in  connection  with the  performance  of his duties
hereunder;  provided  Employee  submits to the  Corporation  vouchers or expense
statements satisfactorily evidencing such expenses as may be reasonably required
by the Corporation and such expenses are in accordance with any corporate policy
with respect thereto.

4. Vacation.  Employee shall be entitled to a paid vacation (taken consecutively
or in segments)  of 4 weeks  during each fiscal year,  adjusted pro rata for any
partial  fiscal year during the term hereof.  Such vacation may be taken at such
times as is reasonably  consistent  with proper  performance  by Employee of his
duties and responsibilities hereunder.

5. 401K Plan. Employee will be eligible to participate in the Corporation's 401K
plan immediately  through  voluntary  contributions,  which the Corporation will
match $.20 for each $1.00  contributed by Employee up to the limits contained in
the Corporation's plan.

6. Other Benefits.  The Corporation  will pay for one reasonable  annual country
club membership fee for Employee.  Nothing  contained  herein shall be deemed to
limit or affect the right of  Employee  to receive  additional  bonuses or other
forms  of  additional   compensation   or  to  participate  in  any  retirement,
disability,  profit sharing,  stock option, cash or stock bonus or other plan or
arrangement,  or in  any  other  benefits  now  or  hereafter  provided  by  the
Corporation  for its employees or executives at the sole discretion of the Board
of Directors of the Corporation.



                                       26