INDEPENDENT CONTRACTOR AGREEMENT

This  is  a  CONTRACT  by  and  between  GRC  International,  Inc.,  a  Delaware
Corporation,  hereinafter  referred  to as  "GRCI",  and Jim  Roth,  hereinafter
referred to as the "Independent Contractor".

IN CONSIDERATION  of the promises and mutual covenants and agreements  contained
herein, the parties agree as follows:

1.  Scope of Work.  Subject to the terms and conditions of this  Agreement,  the
    "Independent  Contractor"  will  assist the Company in the areas of business
    development  and growth  strategy,  will  assist the  Company  with  certain
    classified  Customers,  which  shall  not be  identified  due to the  unique
    classifications, and additional work as may be assigned .

2.  Term. This Agreement shall be effective  November 6, 1998, and will continue
    until  November 5, 2001,  but either party may terminate  same by giving the
    other party written  notice at least thirty (30) days prior to the effective
    date of such termination.  "GRCI" may immediately  terminate in the event of
    the "Independent Contractor's" breach of this Agreement.

3.  Consideration and Payment.

    A.   As  consideration  for services and for assigning rights in inventions,
         designs,  patents,  trademarks and copyrights, as hereinafter provided,
         "GRCI" will  compensate  the  "Independent  Contractor"  at the rate of
         $1,600 per day, with a guaranteed  seven (7) days per month.  The daily
         rate of  $1,600  anticipates  8 hours  of work  per  day.  "GRCI"  will
         reimburse the Independent Contractor for such travel and other expenses
         as have been authorized.  Reimbursement  for local travel (local travel
         is considered to be a 50 mile radius of the "Independent  Contractor's"
         business location) is not authorized.

    B.   Payment  will be made  within  thirty  (30) days of  receipt of a fully
         documented  and  acceptable  invoice for work  authorized in writing by
         "GRCI".

4. Expenditure Limitation. The total authorized expenditure limitation hereunder
shall not exceed $403,200.00.

5.  Direction.  The  Independent  Contractor  shall be  responsible  for his/her
    performance.  Direction and clarification  regarding the scope of work shall
    be provided by Gary L. Denman, President & CEO, GRCI.

6.  Certifications.  The  Independent  Contractor,  by signing  this  Agreement,
certifies that:

     A.  the rate of  compensation  specified  herein is that rate  charged on a
         most-favored customer basis;
     B.  if  currently  or  formerly  employed by the  Federal  Government,  the
         Independent  Contractor has provided to the Corporation all information
         necessary  to clarify any  potential  conflict of interest and that the
         Independent Contractor will abide by the attached restrictions;
     C.  no  promise  of   compensation   has  been  made  contingent  upon  the
         acquisition of any particular contract, explicitly or implicitly, to be
         secured in any manner for the Corporation;
     D.  he/she is  familiar  with,  and will comply  with,  the  provisions  of
         Subsection  27(a) of the Office of Federal  Procurement  Policy Act (41
         USC 423),  known as the  Procurement  Integrity  Act,  as  amended  and
         implemented  in  the  FAR  and  agency   supplements  and  will  report
         immediately  to the  Corporation's  Project  Director or the  Contracts
         Department any information concerning a violation or possible violation
         of Subsections 27(a), (b), (d) or (f) of the Act,
     E.  he/she has read and understands  GRCI's  Corporate  Standard of Conduct
         and has completed and returned the Ethics Questionnaire, and
     F.  he/she  qualifies as an  independent  contractor  under the US Internal
         Revenue Code.

7.  General  Conditions.  The General  Conditions  set forth on the  Attachment,
    entitled  "General  Conditions  for  Independent  Contractors,"  are  hereby
    incorporated by reference.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed.

Accepted for:                                 Accepted for:
Jim Roth                                      GRC International, Inc.
2140 Owls Cove Lane                           1900 Gallows Road
Reston, VA 22981                              Vienna, Virginia 22182


---------------------------------------       By:
Independent Contractor's Signature/Date           ------------------------------
                                 Signature/Date

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Independent Contractor's SSN/FEIN             Title: Sr. Contracts Administrator
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                                              Charge Number:
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