INDEMNIFICATION AGREEMENT


         THIS   INDEMNIFICATION   AGREEMENT,   dated   September  1,  1999  (the
"Agreement"),  by and among GRC  International,  Inc.,  a  Delaware  corporation
("Parent"),  MAC Merger  Corporation,  a Virginia  corporation  ("Merger  Sub"),
Management Consulting & Research,  Inc., a Virginia corporation (the "Company"),
and Gerald R.  McNichols,  the major  stockholder  of the  Company  (the  "Major
Stockholder").

         WHEREAS, the Parent,  Merger Sub, the Company and the Major Stockholder
have entered into an  Agreement  and Plan of Merger,  dated as of August 5, 1999
(the "Merger Agreement"),  providing for the merger of the Company with and into
Merger Sub (the  "Merger")  (Merger  Sub, as the  surviving  corporation  in the
Merger, sometimes referred to herein as the "Surviving Corporation");

         WHEREAS,  the parties hereto desire to provide for  indemnification for
breaches of  representations,  warranties  and  covenants  and for certain other
matters under the Merger Agreement;

         WHEREAS, one of the conditions to the consummation of the Merger is the
execution and delivery of this Agreement; and

         WHEREAS,  the Major  Stockholder  will receive  substantial  direct and
indirect  benefits  as a result  of the  Merger,  and in  consideration  of such
benefits, is executing and delivering this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants contained herein, the parties hereto agree as follows:

1.       Definitions.
         -----------

         Capitalized  terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Merger Agreement.

2.       Indemnification.
         ---------------

         (a) Indemnification by the Major Stockholder.  Subject to Section 2(e),
the Major  Stockholder  shall indemnify the Parent  Companies,  their respective
directors,  officers,  employees and agents, and their respective successors and
assigns  (collectively,  the  "Parent  Company  Indemnified  Parties")  from and
against and in respect of any and all losses, costs, fines, liabilities, claims,
penalties,  interest,  damages and expenses (including reasonable legal fees and
expenses  incurred in the  investigation,  defense and  settlement of claims and
actions) (collectively "Losses") that may be suffered or incurred by any of them
resulting from, in connection with or arising out of:

             (i) any breach or inaccuracy of any representation or warranty made
         by the Major Stockholder in the Merger Agreement;
<PAGE>

             (ii) any  breach of any  covenant  or  agreement  made by the Major
         Stockholder in the Merger Agreement;

             (iii) any breach or  inaccuracy of any  representation  or warranty
         made  by  the  Company  in  the  Merger  Agreement  or in  any  closing
         certificate  executed and delivered by, or on behalf of, the Company in
         connection with the Merger Agreement;

             (iv) any breach at or prior to the  Effective  Time of any covenant
         or agreement made by the Company in the Merger Agreement;

             (v) any Taxes  imposed on or  incurred by the Company or any of its
         subsidiaries  for any taxable  period ending on or before the Effective
         Time (or portion,  determined as described in Section 2(c)(ix),  of any
         Taxes imposed on or incurred by the Company or any of its  subsidiaries
         for any taxable period  beginning before and ending after the Effective
         Time which is allocable to the portion of such taxable period occurring
         on or before the Effective  Time (the  "Pre-Closing  Period")),  to the
         extent such Taxes exceed the amount of estimated payments made prior to
         the Effective Time;

             (vi) the action  pending in the Circuit  Court for Fairfax  County,
         Virginia,  styled  HomeVision USA, L.L.C. v. Realty Media, L.C. et al.,
         In Chancery No. 161784,  the matters alleged therein or any other claim
         or allegation relating thereto;

             (vii) the sponsorship,  formation,  operation and  qualification of
         the ESOP or the Management  Consulting & Research,  Inc. Profit Sharing
         Plan  (the  "Profit  Sharing  Plan"),   any  transaction  or  condition
         occurring  or existing on or prior to the Closing  Date with respect to
         the Plans, including any such Losses suffered or incurred in connection
         with the operation,  continuance and  qualification  of such Plans from
         and after the Closing  Date to the extent  such Losses  result from any
         transaction  or  condition  occurring  or  existing  on or prior to the
         Closing Date and any such Losses  incurred as a result of actions taken
         by  Parent,  the  Major  Stockholder,  the  Company  or  the  Surviving
         Corporation,  or any  representative  thereof,  in accordance  with the
         provisions of Section 6 of this Agreement. The indemnification provided
         under this Section  2(a)(vii)  shall  include in the  determination  of
         Losses arising from such matters the amount of any income Tax, together
         with any interest and penalties  thereon payable by any employees prior
         to a distribution  to such employees of Plan assets in accordance  with
         the terms of the Plans or prior to the  completion of the merger of the
         Plans with,  or transfer of Plan assets to other  qualified  retirement
         plans sponsored by the Parent Companies; or

             (viii)  any  action,  suit  or  proceeding  relating  to any of the
         foregoing or to the enforcement of Section 2 of this Agreement.

         Notwithstanding  any other provision of this Agreement to the contrary,
         Major  Stockholder  will have no  liability  to Parent  Companies  with
         respect to Losses arising solely as a result of the failure to obtain a
         consent of a lessor under a real property  lease listed under item 3 on
         Schedule 3.18(a) of the Merger Agreement prior to the Effective Time.

         (b) Parent Companies' Indemnification.  Subject to Section 2(e), Parent
Companies  shall  indemnify  and hold the Major  Stockholder  harmless  from and
against and in respect of any

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<PAGE>

and all Losses that may be suffered or incurred by any of them  resulting  from,
in connection with or arising out of:

             (i) any breach or inaccuracy of any representation or warranty made
         by the Parent  Companies  in the  Merger  Agreement  or in any  closing
         certificate  executed  and  delivered  by, or on behalf  of, the Parent
         Companies in connection with the Merger Agreement;

             (ii) any breach of any  covenant  or  agreement  made by the Parent
         Companies in the Merger Agreement; or

             (iii)  any  action,  suit  or  proceeding  relating  to  any of the
         foregoing or to the enforcement of Section 2 of this Agreement.

         (c) Indemnification  Procedures.  All claims for indemnification  under
this Agreement shall be asserted and resolved as follows:

             (i) A party  claiming  indemnification  under  this  Agreement  (an
         "Indemnified  Party")  shall  promptly  (A)  notify the party from whom
         indemnification is sought (the "Indemnifying Party") of any third-party
         claim or claims ("Third Party Claim")  asserted against the Indemnified
         Party  which could give rise to a right of  indemnification  under this
         Agreement and (B) transmit to the  Indemnifying  Party a written notice
         ("Claim  Notice")  describing  in  reasonable  detail the nature of the
         Third Party  Claim,  a copy of all papers  served with  respect to such
         claim (if any),  an estimate of the amount of damages  attributable  to
         the Third Party Claim,  if  reasonably  possible,  and the basis of the
         Indemnified Party's request for indemnification under this Agreement.

             (ii) Within thirty (30) days after receipt of any Claim Notice (the
         "Election Period"), the Indemnifying Party shall notify the Indemnified
         Party  (A)  whether  the  Indemnifying  Party  disputes  its  potential
         liability to the Indemnified Party under this Agreement with respect to
         such Third Party Claim and (B) whether the Indemnifying  Party desires,
         at the sole cost and expense of the  Indemnifying  Party, to defend the
         Indemnified Party against such Third Party Claim.

             (iii) If the Indemnifying  Party notifies (a "Defense  Notice") the
         Indemnified  Party  within the  Election  Period that the  Indemnifying
         Party does not dispute its potential liability to the Indemnified Party
         under this Agreement and that the  Indemnifying  Party elects to assume
         the defense of the Third Party Claim, then the Indemnifying Party shall
         have the right to  defend,  at its sole cost and  expense,  such  Third
         Party Claim by all appropriate proceedings,  which proceedings shall be
         prosecuted  diligently by the Indemnifying  Party to a final conclusion
         or settled at the  discretion of the  Indemnifying  Party in accordance
         with this  Section  2(c).  When the  Indemnifying  Party  conducts  the
         defense,  the  Indemnified  Party  shall have the right to approve  the
         defense counsel  representing the  Indemnifying  Party in such defense,
         which approval shall not be  unreasonably  withheld or delayed,  and in
         the event the Indemnifying Party and the Indemnified Party cannot agree
         upon such  counsel  within  ten (10) days after the  Defense  Notice is
         provided,  then the  Indemnifying  Party  shall  propose  an  alternate
         defense  counsel,  which  shall be  subject  again  to the  Indemnified
         Party's approval, which approval


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<PAGE>

         shall not be unreasonably  withheld or delayed.  The Indemnifying Party
         shall have full control of such defense and  proceedings  including any
         compromise  or  settlement  thereof;  provided,  that without the prior
         written  consent  of  the   Indemnified   Party  (which  shall  not  be
         unreasonably  withheld or delayed),  the  Indemnifying  Party shall not
         enter into any settlement of any Third Party Claim if pursuant to or as
         a result  of such  settlement,  such  settlement  would  result  in any
         liability or other obligation on the part of the Indemnified  Party for
         which  the  Indemnified  Party  is  not  entitled  to   indemnification
         hereunder or which is non-monetary in nature.  The Indemnified Party is
         hereby  authorized,  at the sole cost and  expense of the  Indemnifying
         Party  (but  only if the  Indemnified  Party is  actually  entitled  to
         indemnification  hereunder  or if the  Indemnifying  Party  assumes the
         defense with  respect to the Third Party  Claim),  to file,  during the
         Election  Period,  any  motion,  answer  or other  pleadings  which the
         Indemnified  Party shall deem  necessary or  appropriate to protect its
         interests  or those of the  Indemnifying  Party.  If  requested  by the
         Indemnifying  Party, the Indemnified  Party shall, at the sole cost and
         expense of the  Indemnifying  Party,  cooperate  with the  Indemnifying
         Party and its  counsel in  contesting  any Third  Party Claim which the
         Indemnifying  Party  elects  to  contest.  The  Indemnified  Party  may
         participate in, but not control, any defense or settlement of any Third
         Party  Claim  controlled  by the  Indemnifying  Party  pursuant to this
         Section 2(c) and, except as permitted  above,  shall bear its own costs
         and expenses with respect to such participation.

             (iv) If the  Indemnifying  Party  fails to notify  the  Indemnified
         Party within the Election Period that the Indemnifying  Party elects to
         defend the  Indemnified  Party pursuant to this Section 2(c), or if the
         Indemnifying  Party elects to defend the Indemnified  Party pursuant to
         this Section  2(c) but fails to  diligently  and promptly  prosecute or
         settle the Third Party Claim, then the Indemnified Party shall have the
         right to  defend,  at the sole  cost and  expense  of the  Indemnifying
         Party,  the  Third  Party  Claim by all  appropriate  proceedings.  The
         Indemnified   Party  shall  have  full  control  of  such  defense  and
         proceedings;  provided,  however,  that the  Indemnified  Party may not
         enter into, without the Indemnifying  Party's consent,  which shall not
         be  unreasonably  withheld or delayed,  any compromise or settlement of
         such Third Party Claim. The Indemnifying  Party may participate in, but
         not control,  any defense or settlement  controlled by the  Indemnified
         Party pursuant to this Section 2(c), and the  Indemnifying  Party shall
         bear its own costs and expenses with respect to such participation.

             (v) Any judgment  entered or  settlement  agreed upon in the manner
         provided herein shall be binding upon the Indemnifying  Party and shall
         be  conclusively  deemed to be an obligation  with respect to which the
         Indemnified  Party is  entitled  to prompt  indemnification  hereunder,
         subject  to the  Indemnifying  Party's  right to appeal  an  appealable
         judgment or order.

             (vi) For purposes of this  Section 2, any  assertion of fact and/or
         law by a third  party that,  if true,  would  constitute  a breach of a
         representation  or warranty  made by a party to this  Agreement or make
         operational an indemnification obligation hereunder, shall, on the date
         that such assertion is made, immediately invoke that party's obligation
         to protect, defend, hold harmless and indemnify the other party to this
         Agreement pursuant to this Section 2.

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<PAGE>

             (vii) The failure to provide  notice as provided in this  Section 2
         shall not excuse any party from its continuing  obligations  hereunder;
         however,  any claim shall be reduced by the Losses  resulting from such
         party's delay or failure to provide  notice as provided in this Section
         2.

             (viii) Notwithstanding  anything to the contrary in this Section 2,
         should any Third Party Claim  hereunder  involve a situation  where the
         Indemnified Party reasonably anticipates that part of the claim will be
         borne by it and  part of the  claim  will be borne by the  Indemnifying
         Party due to the  existence of the  limitations  in Section  2(e),  the
         parties  shall  jointly  consult and proceed as to any such Third Party
         Claim.

             (ix)  Whenever it is necessary  for purposes of Section  2(a)(v) to
         determine  the  portion  of any Taxes  imposed  on or  incurred  by the
         Company or its  subsidiaries  for a taxable period beginning before and
         ending after the Effective  Time which is allocable to the  Pre-Closing
         Period,  the determination  shall be made, in the case of property,  ad
         valorem or  franchise  Taxes,  on a per diem basis and,  in the case of
         other Taxes,  by assuming  that the  Pre-Closing  Period  constitutes a
         separate  taxable period of the Company and the  subsidiaries  (and any
         tax  partnerships  in which  the  Company  or its  subsidiaries  has an
         interest)  and  by  taking  into  account  the  actual  taxable  events
         occurring  during such period (except that  exemptions,  allowances and
         deductions for a taxable period  beginning  before and ending after the
         Effective Time that are calculated on an annual or periodic basis shall
         be apportioned to the Pre-Closing Period ratably on a per diem basis).

         (d) Nature of Other  Liabilities.  In the event any  Indemnified  Party
should have a claim  against any  Indemnifying  Party  hereunder  which does not
involve a Third Party Claim,  the  Indemnified  Party shall promptly  transmit a
written notice (the "Indemnity Notice") to the Indemnifying Party, describing in
reasonable  detail  the  nature of the  claim  and the basis of the  Indemnified
Party's request for  indemnification  under this Agreement.  If the Indemnifying
Party does not notify the  Indemnified  Party  within  thirty (30) days from its
receipt of the Indemnity Notice that the Indemnified  Party disputes such claim,
the claim  specified by the Indemnified  Party in the Indemnity  Notice shall be
deemed a liability of the Indemnifying Party hereunder.

         (e) Certain  Limitations  on Remedies.  Notwithstanding  any  provision
herein or in the Merger Agreement to the contrary:

             (i) The Parent Company Indemnified Parties shall not be entitled to
         assert  (subject  to  the  proviso  below)  any  claim  or  claims  for
         indemnification or reimbursement pursuant to Section 2(a) hereof until,
         and only to the  extent  that,  such  claim or claims in the  aggregate
         exceed $100,000 (the "Basket");  provided,  however,  that any claim or
         claims pursuant to Sections 2(a)(i)  [representations and warranties of
         the Major  Stockholder],  2(a)(ii)  [covenants  and agreements of Major
         Stockholder], 2(a)(iii) [representations and warranties of the Company]
         (to the extent such claim relates to a breach of or  representation  or
         warranty set forth in Section 3.15 [undisclosed  brokers] of the Merger
         Agreement),  pursuant to Sections 2(a)(iv) [covenants and agreements of
         the Company], 2(a)(v) [pre-closing taxes] 2(a)(vi) [pending litigation]
         or  2(a)(vii)  [ESOP  and  Profit  Sharing  Plan] or (to the  extent it
         relates to such  claims)  pursuant to Section  2(a)(viii)  [enforcement
         costs] hereof shall not be subject to such Basket.

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<PAGE>

             (ii) The Major Stockholder shall not be entitled to assert (subject
         to the  proviso  below)  any claim or  claims  for  indemnification  or
         reimbursement  pursuant to Section 2(b) hereof  until,  and only to the
         extent that,  such claim or claims in the aggregate  exceed the Basket;
         provided, however, that any claim or claims pursuant to Section 2(b)(i)
         [representations  and  warranties of Parent  Companies]  (to the extent
         such claim  relates to a breach of a  representation  or  warranty  set
         forth  in  Sections  5.1  [corporate   organization],   5.3  [corporate
         authority] or 5.8 [Parent shares] of the Merger Agreement), pursuant to
         Section 2(b)(ii)  [covenants of Parent  Companies] or (to the extent it
         relates to such  claims)  pursuant  to Section  2(b)(iii)  [enforcement
         costs] hereof shall not be subject to such Basket.

             (iii) No party may seek indemnification  under this Section 2 after
         the end of the month following the month in which Parent files with the
         SEC its annual report on Form 10-K, for the fiscal year ending June 30,
         2000 (the "Indemnity Expiration Date"), except for the following,  with
         respect to which a claim may be made until the third (3rd)  anniversary
         of the Closing Date (except as otherwise provided below):

                   (A) claims pursuant to Sections 2(a)(i)  [representations and
             warranties of Major Stockholder] ;

                   (B) claims pursuant to Section 2(a)(iii) [representations and
             warranties  of the Company] (to the extent such claim  relates to a
             breach of a  representation  or warranty  set forth in Sections 3.3
             [capitalization  of  the  Company],  3.10(d),  (e)  or  (l)  [ERISA
             matters],  3.13  [environmental   matters],  or  3.15  [undisclosed
             brokers] of the Merger Agreement);

                   (C) claims pursuant to Section 2(a)(iii) [representations and
             warranties  of the Company] (to the extent such claim  relates to a
             breach  of a  representation  or  warranty  set  forth in  Sections
             3.10(d), (e) or (l) [ERISA matters],  with respect to which a claim
             may be made until ninety (90) days  following the expiration of the
             applicable statutory limitations period for bringing an action with
             respect to such matters;

                   (D) claims pursuant to Section 2(a)(v)  [pre-closing  taxes],
             with  respect to which a claim may be made until  ninety  (90) days
             following the  expiration of the applicable  statutory  limitations
             period for bringing an action with respect to such matters;

                   (E) claims  pursuant  to Section  2(a)(vii)  [ESOP and Profit
             Sharing  Plan],  with  respect  to which a claim may be made  until
             ninety  (90)  days  following  the  expiration  of  the  applicable
             statutory limitations period for bringing an action with respect to
             such matters

                   (F) claims  pursuant  to Section  2(b)(i) (to the extent such
             claim relates to a breach of a representation or warranty set forth
             in Section 5.8 [Parent shares] of the Merger Agreement); and

                   (G) claims pursuant to Section 2(b)(ii).

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<PAGE>

                  Notwithstanding the foregoing, the indemnification  obligation
                  of the Major  Stockholder  with respect to claims  pursuant to
                  Section 2(a)(vi) [pending litigation] shall continue until the
                  matters described in such Section have been finally resolved.

             (iv) The aggregate  liability of the Major  Stockholder  for Losses
         arising under Section 2(a) shall be limited to $2,710,000 (the "Maximum
         Liability"),   except  for  claims   pursuant   to   Sections   2(a)(i)
         [representations  and  warranties of the Major  Stockholder],  (a)(iii)
         [representations  and  warranties  of the  Company]  to the extent such
         claim relates to a breach of a representation  or warranty set forth in
         3.3 [capitalization of the Company], or 3.4 [corporate authority of the
         Company],  of the  Merger  Agreement  or  claims  pursuant  to  Section
         2(a)(vi)  [pending  litigation].   Notwithstanding   anything  in  this
         Agreement or the Merger  Agreement to the  contrary,  in no event shall
         the Major Stockholder's aggregate liability exceed the amount of Merger
         Consideration received by the Major Stockholder.

             (v) The aggregate  liability of the Parent Companies for all Losses
         arising  under  Section 2(b) after the Closing Date shall be limited to
         the amount of the  Maximum  Liability,  except for claims  pursuant  to
         Section  2(b)(i)  to the  extent  such  claim  relates to a breach of a
         representation or warranty set forth in Sections 5.1, 5.3 or 5.8 of the
         Merger Agreement.

         (f) Indemnification  Obligations.  The indemnification  obligations set
forth in  Section 2 are made  notwithstanding  any  investigation  made by or on
behalf of any of the parties hereto or the results of any such investigation and
notwithstanding the participation of any party in the Closing.

         (g) Waiver of  Contribution.  With  respect  to claims  made under this
Agreement,  the Major Stockholder hereby waives and agrees not to assert against
the Surviving Corporation, its officers, directors,  shareholders,  employees or
agents,  any claims for  contribution  or  indemnification  with  respect to the
representations,  warranties  and  agreements  made by the Company  with respect
thereto.

         (h) Payments.  Payments of all amounts owing by an  Indemnifying  Party
pursuant to Sections  2(c)(iii)  and 2(c)(iv)  shall be made within  thirty (30)
days after the latest of (i) the  settlement of the Third Party Claim,  (ii) the
expiration of the period for appeal of a final  adjudication of such Third Party
Claim or (iii) the  expiration of the period for appeal of a final  adjudication
of the  Indemnifying  Party's  liability  to the  Indemnified  Party  under this
Agreement.  Payments of all amounts owing by an  Indemnifying  Party pursuant to
Section  2(d) shall be made  within  thirty (30) days after the later of (i) the
expiration of the thirty-day  Indemnity  Notice period or (ii) the expiration of
the period for appeal of a final adjudication of the Parent Company's  liability
to the Indemnified Party under this Agreement.  Any amounts payable by the Major
Stockholder may be paid, at the Major  Stockholder's  election,  by tendering to
the Parent  certificates  representing a number of shares of Parent Common Stock
equal in value to the amount  payable by the Major  Stockholder as determined by
the closing price of Parent Stock on the New York Stock  Exchange on the date of
such  tender or, if there is no such  closing  price on such date,  the  closing
price on the last trading date  preceding  such tender,  such  certificate to be
properly endorsed, with signatures guaranteed,  and otherwise in proper form for
transfer, with

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<PAGE>

any transfer or other taxes  required by reason of the  transfer,  fully paid or
provided for to the satisfaction of Parent and its transfer agent.

3.       Exclusive Remedy.
         ----------------

         The sole recourse and exclusive  remedy of the Parent Companies and the
Major Stockholder against each other after the Closing arising out of the Merger
Agreement or any certificate  delivered in connection with the Merger Agreement,
or  otherwise  arising  from  the  Merger,  shall  be  to  assert  a  claim  for
indemnification under the indemnification provisions of this Agreement.  Without
limiting  the  foregoing,  the Parent  and the Major  Stockholder,  each  hereby
expressly  waives,  releases,  disavows and  repudiates,  to the fullest  extent
permitted by law, any right or remedy of  recision,  or similar  right or remedy
granted or to be granted  under any state or federal law,  rule,  regulation  or
interpretation  thereof,  whether now in force or hereafter enacted,  applicable
with respect to any of the transactions  contemplated by the Merger Agreement or
otherwise with respect to the Parent's  acquisition of the Company and the Major
Stockholder's acquisition of the Parent Stock.

4.       Settlement of Disputes.
         ----------------------

         Any  and all  controversies,  disputes,  or  claims  arising  out of or
relating to this Agreement, or any part hereof,  including,  without limitation,
the  meaning,  applicability,  or scope of this  Section 4 and the  performance,
breach,  interpretation,   meaning,  construction,  or  enforceability  of  this
Agreement,  or any portion hereof, and all claims for rescission or fraud in the
inducement of this Agreement,  shall, at the request of any party, be settled or
resolved by binding arbitration pursuant to the commercial rules and regulations
of the  American  Arbitration  Association  (the  "AAA") for the  resolution  of
commercial disputes. Any party requesting arbitration under this Agreement shall
make a demand on the other parties by  registered or certified  mail with a copy
to the  AAA.  The  parties  consent  and  agree  to have  any  such  arbitration
proceedings  heard  in  Vienna,  Virginia.  The  arbitration  shall  take  place
regardless of whether any party to the dispute or  controversy  fails or refuses
to participate. The arbitrators shall apply Virginia substantive law and federal
substantive  law where state law is preempted.  The  arbitrators  shall have the
power to grant all legal and equitable remedies and award  compensatory  damages
provided by Virginia law. The  arbitrators  shall prepare in writing and provide
to the parties an award including  factual findings and the reasons on which the
decision is based.  Judgement  upon any award may be entered in any court having
jurisdiction thereof.

5.       Miscellaneous.
         ------------=

         (a) This  Agreement  shall be construed  by and governed in  accordance
with  the  laws  of  the  Commonwealth  of  Virginia,  without  regard  to  such
jurisdiction's conflicts of laws principles.

         (b) This Agreement shall be binding upon and shall inure to the benefit
of the heirs, executors, administrators,  legal representatives,  successors and
assigns of the parties hereto.

         (c) This  Agreement may be executed in one or more  counterparts  which
taken together shall constitute but one and the same instrument.

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<PAGE>

         (d) Section headings  contained herein have been inserted for reference
purposes only and shall not be construed as part of this Agreement.

         (e)  This  Agreement  may be  modified  or  amended  only by a  written
instrument duly executed by all parties hereto or their respective successors or
assigns.

         (f) All notices, requests,  consents and other communications hereunder
shall be deemed given (i) when delivered if delivered  personally  (including by
courier) (ii) on the third day after mailing,  if mailed,  postage  prepaid,  by
registered or certified mail (return receipt requested),  (iii) on the day after
mailing if sent by a nationally  recognized  overnight  delivery  service  which
maintains  records of the time,  place, and recipient of delivery;  or (iv) upon
receipt of a confirmed  transmission,  if sent by telex,  telecopy or  facsimile
transmission, in each case to the parties at the following addresses or to other
such addresses as may be furnished in writing by one party to the others:

             (i) If to the Parent Companies:

                 GRC International, Inc.
                 1900 Gallows Road
                 Vienna, Virginia 22182
                 Attn:  Thomas E.  McCabe,  Senior Vice  President,  Director of
                 Corporate Development and General Counsel
                 Facsimile No.: (703) 448-6890

             with a copy to:

                 Dickstein Shapiro Morin & Oshinsky LLP 2101 L Street, N.W.
                 Washington, DC 20037
                 Attn: Kenneth R. Morrow, Esq.
                 Facsimile No.: (202) 887-0689

             (ii) If to the Major Stockholder:

                 Gerald R. McNichols, Ph.D.
                 23349 Parsons Road
                 Middleburg, VA 20117

             with a copy to:

                 Jaeger & Teras, L.L.P.
                 1090 Vermont Avenue, N.W.
                 Suite 350
                 Washington, DC 20005
                 Attn: Philip W. Jaeger, Esq.
                 Facsimile No.: (202) 842-0748

or to such other  addresses  or persons as any party may have  furnished  to the
other parties in writing, in accordance herewith.

                                       9
<PAGE>

         (g) If any party hereto refuses to comply with, or at any time violates
or attempts to  violate,  any term,  covenant  or  agreement  contained  in this
Agreement,  any other  party  hereto  may,  by  injunctive  action,  compel  the
defaulting party to comply with, or refrain from violating,  such term, covenant
or agreement,  and may, by injunctive action, compel specific performance of the
obligations of the defaulting party.

         (h)  Except as  provided  herein,  the rights  and  obligations  of the
parties  under this  Agreement  shall not be  assigned  to any person or entity,
without the written consent of the Major Stockholder and the Parent Companies.

6.       ESOP and Profit Sharing Plan.
         ----------------------------

         As soon as practicable  after the date hereof,  the parties shall cause
an evaluation to be conducted of the ESOP and Profit Sharing Plans. In the event
that any defects are  discovered in either Plan which are of a type  correctable
under the Voluntary  Compliance  Resolution  ("VCR")  program or Walk-In Closing
Agreement Program ("Walk-In CAP") described in Rev. Procs. 99-31 and 98-22, then
the parties shall cause a submission (the  "Submission")  to be prepared,  filed
and pursued  under the VCR or Walk-In CAP  program,  as  applicable.  All of the
expenses  incurred  in  connection  with the  evaluation  of the  Plans  and the
preparation,  review,  filing and prosecution of any  Submission,  including the
reasonable fees of  professionals,  and any corrective  action required pursuant
thereto,  shall be borne equally by the Major Stockholder,  on the one hand, and
the Parent Companies, on the other hand.


          [The balance of this page has been intentionally left blank.]

                                       10
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the date first above written.


GRC INTERNATIONAL, INC.                 MANAGEMENT CONSULTING &
                                        RESEARCH, INC.


By:                                     By:
   -------------------------------         -------------------------------------
   President                               President



MAC MERGER CORPORATION                  MAJOR STOCKHOLDER:


By:
   -------------------------------      ----------------------------------------
   President                            Gerald R. McNichols

                                       11
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