GRC INTERNATIONAL, INC.
                              EMPLOYMENT AGREEMENT
             (SENIOR VICE PRESIDENT OR ABOVE - DIRECT REPORT TO CEO)

THIS  EMPLOYMENT  AGREEMENT  is made in Vienna,  Virginia  as of by and  between
(hereinafter  referred  to in  the  first  person  or  as  "Employee")  and  GRC
International,  Inc., a corporation  with its principal  offices at 1900 Gallows
Road, Vienna, Virginia 22182 ("GRCI"). The term "Company" shall include GRCI and
any  parent,  subsidiary  or  affiliate  of  GRCI.  As a  condition  to,  and in
consideration  of, the Company's  employment of Employee,  the parties  mutually
agree as follows:

1.       DUTIES.

(a) I agree to work for the  Company in the  capacity  set forth in Item 1(a) of
Exhibit  A  attached  hereto.  My duties  will  include  all of those  generally
associated  with said  position,  subject to the direction and assignment of the
Board of Directors  ("Board") of GRC International,  Inc.  ("GRCI").  The duties
assigned to me shall be performed at the place of  employment  specified in Item
1(b) of Exhibit A or at such other location as the Board may determine is in the
best  interest of the  Company.  All of my working  time and  energies  shall be
devoted to the foregoing duties. I will inform GRCI, in writing,  if I engage in
any outside business  activity,  and I will obtain the prior written approval of
GRCI, if I engage in any outside business activity which (i) requires the use of
skills for which I was hired by the Company or the use of skills attained during
the course of my employment  with the Company,  or (ii) would, in the opinion of
GRCI,  compete  with or conflict  with my  employment  with the  Company.  While
employed by the Company,  absent the expressed,  prior written  authorization of
the  Board,  I  will  not,  directly  or  indirectly,  engage  in  any  activity
competitive with or adverse to the Company's business or welfare, whether alone,
as a partner of any  partnership  or joint  venture or as an officer,  director,
employee, or holder of 5% or more of any class of stock, of any corporation.

(b) I agree  that for a period  of one year  immediately  following  termination
(voluntary or otherwise) of my employment with the Company, I will not interfere
with the business of the Company by inducing an employee to leave the  Company's
employment, by inducing a consultant to sever the consultant's relationship with
the Company, or by inducing a customer to sever the customer's relationship with
the Company.

(c) This  Agreement  cancels and replaces in their entirety any and all previous
employment agreements entered into between me and the Company.

2.       INTELLECTUAL PROPERTY.

(a) In this Agreement, (i) "Intellectual Property" means any patent,  trademark,
copyright, semiconductor mask right, trade secret, invention, discovery, design,
idea or

<PAGE>

improvement (whether or not any of the foregoing are patentable,  protectable by
copyright, or otherwise  protectable),  and (ii) the word "made", when used with
"Intellectual Property", means made, devised, developed, conceived or reduced to
practice.  Exhibit  B  to  this  Agreement  contains  a  complete  list  of  all
Intellectual  Property I consider  proprietary to me, and,  during my employment
with  the  Company,  I agree to  update  Exhibit  B from  time to time as may be
necessary  to  keep  it  current.  I  will  not  incorporate  or  permit  to  be
incorporated  into  any work  performed  for or on  behalf  of the  Company  any
Intellectual Property proprietary to me or any third party.

(b) I will disclose to the Company all  Intellectual  Property made by me, alone
or with  others,  during any period of  employment  with the  Company.  All such
disclosures  shall be reviewed by the Company in  confidence  to  determine  any
issues which may arise.

(c) I will  assign to the Company  all right,  title and  interest in and to all
Intellectual  Property  made at any time by me alone or with  others  during  or
after my employment  with the Company,  if such  Intellectual  Property was made
using Company equipment,  supplies,  facilities, or trade secret information, or
such  Intellectual  Property  either (i)  relates at the time of  conception  or
reduction to practice of the invention to the Company's  business,  or actual or
demonstrably anticipated research or development of the Company; or (ii) results
from any work performed by me for the Company. All Intellectual Property subject
to this paragraph shall remain Company  property  whether or not so disclosed or
assigned to the  Company.  I will  cooperate  fully with the Company  during and
after employment in accomplishing  the intent of this provision and execute such
instruments and documents  reasonably requested by the Company, in order to more
fully vest in the Company all ownership rights in the Intellectual  Property. In
addition,  I  irrevocably  appoint GRCI and each of its officers as my agent and
attorney-in-fact  to act in my name and stead to execute and file any  documents
and to do all other  lawfully  permitted  actions  to further  the  prosecution,
issuance and  enforcement of patents,  copyrights and other  proprietary  rights
with the same force and effect as if executed and delivered by me.

(d) The provisions of the foregoing Section 2(c) shall not apply to an invention
developed  by me  entirely  on my own  time  without  using  Company  equipment,
supplies,  facilities,  or trade secret  information except for those inventions
that either (i) relate at the time of conception or reduction to practice of the
invention  to the  Company's  business,  or actual or  demonstrably  anticipated
research or development  of the Company;  or (ii) result from any work performed
by me for the Company.

3.  PROPRIETARY  INFORMATION.  I understand  that in the course of my employment
with the Company,  I will be making use of,  acquiring or adding to  proprietary
and/or confidential information and materials of the Company or of other parties
("Proprietary  Information").  I  will  not  disclose  or  use  any  Proprietary
Information either during or after my employment with the Company, except to the
extent expressly  authorized in writing by an officer of GRCI. The following are
some examples of  Proprietary  Information,  even if not marked or identified as
such:

<PAGE>

(i) Computer software of all kinds, source and object codes, algorithms,  coding
sheets, compilers,  assemblers,  design concepts, routines and subroutines,  and
all related documents and materials;

(ii)  Business  practices,   marketing  techniques,  mailing  lists,  purchasing
information,  price lists,  pricing policies,  quoting procedures,  customer and
prospective  customer  lists and  information,  and all materials or information
relating to the manner in which the Company does business;

(iii) Discoveries, concepts and ideas, whether or not patentable, protectable by
copyright,  or otherwise  protectable,  trade  secrets,  "know-how,"  production
processes,  research and development activities,  and information on products or
programs;

(iv) Financial information,  cost structure, bidding strategy, salary structure,
and such  other  information  not in the  public  domain  as may be  helpful  to
competitors or harmful to the Company, its customers or employees;

(v) Any other  information,  materials or  documents  related to the business or
activities  of the Company which are not  generally  known to others  engaged in
similar businesses or activities; and

(vi) All ideas which are derived  from my access to or  knowledge  of any of the
above.

4. CONFLICTS OF INTEREST.  I have read and  understood  the Company's  Corporate
Standards of Conduct,  and while  employed by the  Company,  I agree to abide by
said Standards of Conduct,  as the same may be amended from time to time, and to
complete the Company's Ethics Questionnaire as required by the Company from time
to time. Except as fully disclosed in a document  attached to this Agreement,  I
am not a party to any  agreement  or  understanding  with any  other  person  or
business,  nor am I subject to any other legal restriction or obligation,  which
would in any way prohibit,  impede or hinder my  employment  with the Company or
the performance of my duties in the course of such employment.

5.       COMPENSATION.

(a) During the term of my  employment  hereunder,  the Company  shall pay me the
annual salary set forth in Exhibit A, Item 3(a) ("Gross Annual Salary").

(b) In addition to my Gross  Annual  Salary,  I shall be entitled to receive the
additional compensation,  if any, specified in Exhibit A, Item 3(b) ("Additional
Compensation").

6. DISABILITY.  If I am unable to fulfill the duties of my position by reason of
any illness,  incapacity or  disability,  my salary shall be payable for only 90
days following the onset of such illness,  incapacity or  disability,  provided,
however, that if I (i) have applied

<PAGE>

for insurance  benefits under the Company's  long-term  disability policy during
said 90 day period,  and (ii) have not yet begun to receive  payments under said
policy  during said 90 day period,  then my salary shall  continue to be payable
for up to 180 days following the onset of such illness, incapacity or disability
until I begin to receive such  payments.  During the foregoing 90 day period (or
180 day  period,  if  applicable),  my salary,  to the extent not covered by the
Company's short-term  disability  benefits,  shall be paid through the use of my
sick leave, if any, accumulated prior to January 1, 1994, but if such sick leave
is or becomes  exhausted or is inapplicable to me, my salary shall  nevertheless
be paid for the 90 day period (or 180 day  period,  if  applicable).  If I shall
return to full  employment  and full  discharge of my duties  during the term of
this Agreement,  full  compensation  shall be  prospectively  reinstated for any
remaining term of this Agreement.

7.       TERMINATION AND SEVERANCE.

(a) Except as provided in Section 7(f) regarding  termination  during the thirty
(30)  month  period  following  a  Change  in  Control,  this  Agreement  may be
terminated by either party on six (6) months advance written notice to the other
party, and this Agreement may be terminated by the Company immediately for Cause
by written notice to me. For purposes of this Agreement, "Cause" means:

         (i)  the willful  and  continued  failure of Employee to  substantially
              perform his or her duties  with the  Company  (other than any such
              failure  resulting  from  incapacity  due to  physical  or  mental
              illness),  after a written demand for  substantial  performance is
              delivered to Employee by the Company which specifically identifies
              the manner in which the Company  believes  that  Employee  has not
              substantially performed his or her duties;

         (ii) the  willful  engaging  by  Employee  in illegal  conduct or gross
              misconduct which is materially and  demonstrably  injurious to the
              Company;

         (iii)Employee's  personal dishonesty or breach of fiduciary duty to the
              Company  that in either case  results or was intended to result in
              personal profit to Employee at the expense of the Company; or

         (iv) willful  violation  by  Employee  of any law,  rule or  regulation
              (other than traffic violations,  misdemeanors or similar offenses)
              or  cease-and-desist  order, court order,  judgment or supervisory
              agreement,   which   violation  is  materially  and   demonstrably
              injurious to the Company.

For purposes of the  preceding  clauses (i) through  (iv),  no act or failure to
act, on the part of Employee,  shall be considered  "willful" unless it is done,
or omitted to be done,  by Employee in bad faith and without  reasonable  belief
that Employee's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon the instructions or with the express approval
of the Board or of a Company officer

<PAGE>

with  authority  to direct  Employee or based upon the advice of counsel for the
Company,  shall be  conclusively  presumed to be done, or omitted to be done, by
Employee in good faith and in the best interests of the Company.

(b) To the maximum  extent  permitted by law, I hereby  expressly  authorize the
Company in advance upon my termination to deduct from my final  paycheck(s)  and
from my paid time off (PTO) check all amounts I owe the Company  (including  but
not limited to repayment of advances, loans or any other obligations).

(c) Upon termination of employment,  I will execute and comply with the Employee
Termination Certificate attached hereto as Exhibit C, and deliver to the Company
all  notes,  data,  tapes,  lists,  reference  materials,   sketches,  drawings,
memoranda,  records and other  documents  which are in my  possession or control
belonging to the Company or relating to its business.

(d) Termination of this Agreement will not relieve me from my obligations  under
Sections 1(b), 2 and 3 of this  Agreement,  which,  by their  respective  terms,
continue beyond the termination of this Agreement.

(e) In the event of my death,  this Agreement will terminate and all accrued and
unpaid compensation and expenses,  less all amounts I owe the Company (including
but not limited to repayment of advances, loans or any other obligations),  will
be payable to my estate.

(f)  Notwithstanding  any other provision of this Agreement to the contrary,  at
any time during the thirty (30) month period  following a Change in Control,  my
employment  may be  terminated at any time by either party with or without Cause
on written notice to the other party, provided, however, that:

if:
         (i)  without Cause, the Company  terminates my employment or terminates
              this Agreement or gives me notice of either of such  terminations;
              or

         (ii) I terminate my employment for Good Reason,

then:

         (x)  in addition to any  Additional  Compensation  I have  earned,  the
              Company shall pay me a lump-sum  severance  payment on the date of
              termination  of my  employment in an amount equal to two (2) times
              my Gross Annual  Salary,  less any income,  excise,  employment or
              other tax  withholdings  which the  Company is  required by law to
              deduct therefrom;

         (y)  the  Company  shall  continue to provide me with the same level of
              insurance  benefits  and  officer  perquisites  which I have  been
              receiving from the
<PAGE>
              Company  immediately  prior to termination,  and such benefits and
              perquisites  shall be provided  until the earlier of (A) such time
              as I obtain new benefits coverage by reason of new employment,  or
              (B) the two (2) year  anniversary  of my termination of employment
              with the Company; and

         (z)  the Company  shall  reimburse me for any legal fees and expenses I
              incur in successfully enforcing my rights under this Agreement, if
              the Company fails to honor such rights.

For purposes of this Agreement,  "Good Reason" means the  occurrence,  after the
Change in Control, of any of the following events:

               (A)  the Company materially diminishes my level of responsibility
                    or position in the Company;

               (B)  the  Company  materially  diminishes  my  salary or my bonus
                    potential;
               (C)  the  Company  fails to  provide me with  generally  the same
                    level of benefits or  perquisites  provided to other Company
                    executives in comparable positions;

               (D)  the  Company  requires me to relocate to an office more than
                    25 miles from my place of  employment  immediately  prior to
                    the Change in Control; or
               (E)  the Company  materially  breaches this Agreement  (including
                    but not  limited to the terms set forth on Exhibit A hereto)
                    in any other way;

provided,  however, that the foregoing clauses (A) through (E) shall not include
isolated,  insubstantial or inadvertent  actions of the Company not taken in bad
faith which are remedied by the Company promptly after receipt of notice thereof
given by Employee.

(g) For purposes of this Agreement,  a Change in Control means the  satisfaction
of the conditions set forth in any one of the following paragraphs:

         (i) any  person  (as  defined  in  Section  3(a)(9)  of the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act") as modified and used in
Sections  13(d) and 14(d)  thereof,  except that  neither (A) GRCI or any of its
subsidiaries,  (B) a trustee  or other  fiduciary  holding  securities  under an
employee  benefit plan of GRCI or any of its  subsidiaries,  (C) an  underwriter
temporarily holding securities  pursuant to an offering of such securities,  nor
(D) a corporation owned, directly or indirectly,  by the stockholders of GRCI in
substantially  the same proportions as their ownership of stock of GRCI shall be
included in such term) (a  "Person")  is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities of GRCI (not including in the securities  beneficially  owned by such
Person any securities acquired

<PAGE>

directly from GRCI or its affiliates)  representing  25% or more of the combined
voting power of GRCI's then outstanding securities; or

         (ii) during any period of up to two  consecutive  years (not  including
any period prior to the  execution of this  Agreement),  individuals  who at the
beginning of such period constitute the Board and any new director (other than a
director  designated by a Person who has entered into an agreement  with GRCI to
effect a transaction  described in clause (i), (iii) or (iv) of this  paragraph)
whose  election by the Board or nomination  for election by GRCI's  stockholders
was approved by a vote of at least two thirds (2/3) of the directors  then still
in office who either  were  directors  at the  beginning  of the period or whose
election or nomination  for election was  previously so approved,  cease for any
reason to constitute a majority thereof; or

         (iii) the  shareholders of GRCI approve (or in the event no approval of
GRCI's shareholders is required,  GRCI consummates) a merger or consolidation of
GRCI with any other corporation,  other than (A) a merger or consolidation which
would result in the voting  securities  of GRCI  outstanding  immediately  prior
thereto  continuing to represent  (either by remaining  outstanding  or by being
converted into voting securities of the surviving  entity),  in combination with
the  ownership of any trustee or other  fiduciary  holding  securities  under an
employee  benefit plan of GRCI, at least 65% of the combined voting power of the
voting securities of GRCI or such surviving entity outstanding immediately after
such  merger or  consolidation,  or (B) a merger or  consolidation  effected  to
implement a recapitalization of GRCI (or similar transaction) in which no Person
acquires more than 50% of the combined  voting power of GRCI's then  outstanding
securities; or

         (iv) the  shareholders  of GRCI approve (or in the event no approval of
GRCI's  shareholders  is  required,   GRCI  enters  into)  a  plan  of  complete
liquidation  of GRCI or an agreement for the sale or  disposition by GRCI of all
or substantially all GRCI's assets.

(h) Notwithstanding any other provision of this Agreement, in the event that any
payment or benefit  received or to be received by Employee in connection  with a
Change in Control or the termination of Employee's  employment (whether pursuant
to the terms of this Agreement or any other plan,  arrangement or agreement with
GRCI,  any  Person  whose  actions  result in a Change in  Control or any person
affiliated with GRCI or such Person) (all such payments and benefits,  including
the Severance Benefits, being hereinafter called the "Total Benefits"), would be
subject (in whole or in part) to the excise tax (the "Excise Tax") imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then
the  Severance  Benefits  shall be reduced to the  extent  necessary  so that no
portion of the Total Benefits is subject to the Excise Tax if (A) the net amount
of such Total Benefits, as so reduced, (and after deduction of the net amount of
federal,  state  and local  income  taxes  and FICA and  Medicare  taxes on such
reduced Total  Benefits) is greater than (B) the excess of (i) the net amount of
such Total Benefits, without reduction (but after deduction of the net amount of
federal, state and local income taxes and FICA and Medicare taxes on such

<PAGE>

Total  Benefits),  over (ii) the amount of Excise Tax to which Employee would be
subject in respect of such Total Benefits.  For purposes of determining  whether
and the extent to which the Total  Benefits  will be subject to the Excise  Tax,
(i) no portion of the Total  Benefits the receipt or enjoyment of which Employee
shall have effectively waived in writing prior to Employee's date of termination
of employment shall be taken into account, (ii) no portion of the Total Benefits
shall be taken into account which in the opinion of tax counsel selected by GRCI
does not  constitute  a  "parachute  payment"  within  the  meaning  of  Section
280G(b)(2)  of the Code,  and (iii) the  value of any  non-cash  benefit  or any
deferred  payment or benefit  included in the Total Benefits shall be determined
by GRCI's  independent  auditors in accordance  with the  principles of Sections
280G(d)(3)  and (d)(4) of the Code.  For purposes of this Section 7(h), the term
"Severance  Benefits" means the benefits  provided for by clauses (x) and (y) of
Section 7(f) hereof.

8.       NOTICE.

(a) Any notice to be given to me under this  Agreement  shall be in writing  and
delivered by (i) registered or certified mail,  return receipt  requested;  (ii)
express courier; or (iii) hand-delivery;  at an address specified for me in this
Agreement  or in any Exhibit  hereto or at such other  address of which  written
notice has been given to GRCI by me by any of the foregoing means.

(b) Any  notice to be given to the  Company  under  this  Agreement  shall be in
writing and delivered by any of the means  specified in subsection (a) above, to
the  President,  with a copy to the Senior  Vice  President,  General  Counsel &
Secretary, GRC International, Inc., 1900 Gallows Road, Vienna, Virginia 22182.

9.       DISPUTES.

(a) This Agreement has been executed in and shall be governed by the laws of the
Commonwealth of Virginia.

(b) Any controversy or claim arising out of or relating to Employee's employment
or this Agreement shall be resolved in the courts of Fairfax  County,  Virginia,
and Employee hereby submits to the  jurisdiction  of such courts,  and agrees to
accept service of process from such courts.

(c) I understand  and agree that the Company will suffer  irreparable  harm if I
breach any of my obligations  under this Agreement and that monetary damages may
be  inadequate  to compensate  for such breach.  Accordingly,  in the event of a
breach or  threatened  breach by me,  the  Company,  in  addition  to and not in
limitation of any other rights, remedies or damages available to it at law or in
equity or otherwise,  shall be entitled to a injunctive  relief  preventing  any
such  breach by myself or by my  partners,  agents,  representatives,  servants,
employers,  employees and/or any and all persons  directly or indirectly  acting
for or with me.

<PAGE>

10. ASSIGNMENT;  SUCCESSORS. My services are unique and personal. Accordingly, I
may not assign  any rights or  delegate  any  duties or  obligations  under this
Agreement.  The rights and obligations of the Company under this Agreement shall
inure to the benefit of and shall be binding upon the  successors and assigns of
the Company.

11. ENTIRE AGREEMENT.  This Agreement,  together with all documents  attached to
this Agreement or specifically  referred to in it, contains the entire agreement
and  understandings  by and  between  the  Company  and me with  respect  to the
covenants  described  in  this  Agreement,  and  any  representation,   promise,
agreement or  understanding,  written or oral,  not contained in this  Agreement
shall be of no force or  effect.  No change or  modification  of this  Agreement
shall be valid or binding  unless the change or  modification  is in writing and
signed by the parties to this  Agreement.  Any  representation  contrary to this
Agreement, express or implied, written or oral, is hereby disclaimed. Nothing in
this  Agreement  shall obligate the Company to employ me for any length of time.
No waiver of any  provision  of this  Agreement  shall be valid  unless it is in
writing  and  signed  by the  party  against  whom  such  waiver is sought to be
enforced,  and no waiver of any provision  shall be deemed a waiver of any other
provision or a waiver of the same provision at any other time.

12. SEVERABILITY.  Any provision of this Agreement which may be determined to be
unenforceable,  invalid or illegal shall be deemed  stricken from this Agreement
and all remaining provisions shall continue in full force and effect.

13.  REASONABLENESS  OF  RESTRICTIONS.  I have carefully read and considered the
provisions of this  Agreement and,  having done so, agree that the  restrictions
set forth in this Agreement are fair and reasonable and are reasonably  required
for the Company's protection. This Agreement shall be construed fairly as to all
parties  and not in favor of or against  any party,  regardless  of which  party
prepared this Agreement. In the event that,  notwithstanding the foregoing,  any
part of  this  Agreement  shall  be held to be  invalid  or  unenforceable,  the
remaining  parts of the Agreement  shall  nevertheless  continue to be valid and
enforceable as though the invalid or  unenforceable  parts had not been included
in the Agreement. If any provision is held invalid or unenforceable with respect
to  particular  circumstances,  it shall  nevertheless  remain in full force and
effect in all other circumstances.

<PAGE>

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first set forth above.

ATTEST:                                           GRC INTERNATIONAL, INC.

                                                  By:
---------------------------------                    ---------------------------
Thomas E. McCabe                                     Jim Roth
Sr. Vice President, General Counsel & Sec.           President & Chief Executive
                                                       Officer


WITNESS                                              EMPLOYEE


---------------------------------                    ---------------------------
                                                       (Signature)


                                                     ---------------------------
                                                        (Please print name)

APPROVED AND RATIFIED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
GRC INTERNATIONAL, INC.


By:  ---------------------------
     Leslie B. Disharoon, Committee Chairman
<PAGE>

                                                                       EXHIBIT A

                              DETAILS OF EMPLOYMENT

EMPLOYEE:

ITEM 1(a)  Position:

ITEM 1(b) Place of Employment:

ITEM 2     Effective Date of Employment Agreement:

           Effective Date of this Exhibit:

ITEM 3(a)  Gross Annual Salary:

ITEM 3(b) Additional Compensation (if any):




ITEM 4 Notice to Employee:


     -----------------------------     and/  ----------------------------
                                        or
     -----------------------------           ----------------------------

     -----------------------------           ----------------------------




EMPLOYEE:                                       GRC INTERNATIONAL, INC.

                                                By:
-----------------------------                        ---------------------------
                                                     Jim Roth
                           President & Chief Executive
                                                       Officer



APPROVED AND RATIFIED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
GRC INTERNATIONAL, INC.


By:  -----------------------
     Leslie B. Disharoon, Committee Chairman
<PAGE>


                                                                       EXHIBIT B

                        SCHEDULE OF INTELLECTUAL PROPERTY

I  developed  or  conceived,  and  consider  proprietary  to me,  the  following
Intellectual  Property,  as that term is defined in the Employment  Agreement to
which this Exhibit is attached:




























                                                  EMPLOYEE


                                                  ----------------------------
                                                  (Signature)


                                                  ----------------------------
                                                   (Please print name)


                                                  ----------------------------
                                                  (Date)


<PAGE>



                                                                       EXHIBIT C

                              TERMINATION STATEMENT
                  (to be signed upon termination of employment)

1. I, (employee's  name), am cognizant of my legal  obligations,  as stated in a
certain EMPLOYMENT  AGREEMENT dated between myself and GRC  International,  Inc.
(together  with its  subsidiaries,  the  "Company"),  and I hereby  specifically
reaffirm all of the terms stated in that Agreement.

2. I hereby  certify that all  materials  related  directly or  indirectly to my
employment with the Company have been returned to the Company. I further certify
that no  computer  listings,  programs,  object  codes,  source  codes,  product
development guides, flowcharts,  test equipment,  drawings,  blueprints or other
materials  owned by the Company or provided to or used by me in connection  with
my employment  at the Company,  whether in  machine-readable  form or otherwise,
have  been  retained  by me or given to any  other  third  person  or  entity in
anticipation  of my employment  termination or for any other reason,  and I also
certify that none of those materials will be removed from the Company's premises
by me.

3. I also certify that I have  returned all Company  identification  and Company
credit cards issued to me and all keys to Company and/or customer  property that
have been in my possession.

4. I am not aware of any action or  situation  involving  any  violation  of the
Company's Corporate Standards of Conduct by any employee,  director,  consultant
or representative of the Company, except as follows:






5. My forwarding addresses are as follows:

       HOME ADDRESS                        BUSINESS ADDRESS


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                                                  EMPLOYEE:


                                                  ----------------------------
                                                  (Signature)


                                                  ----------------------------
                                                  (Please print name)


                                                  ----------------------------
                                                  (Date)