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,  and additional work as may be assigned by the
CEO of "GRCI".

2. Term. This Agreement shall be effective July 1, 1998, and will continue until
November  5,  1998.  "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 minimum of 10 days per month up to a
          maximum of 15 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 $125,000.

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

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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

/s/ Jim Roth               7-1-98          By: /s/ Vivian L. Scheithauer  7-1-98
---------------------------------              ---------------------------------
Independent Contractor's Signature/Date           Signature/Date

SSN ###-##-####                            Title: Sr. Contracts Administrator
---------------------------------                 ------------------------------
Independent Contractor's SSN/FEIN          Charge Number:
                                                         -----------------------
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                 GENERAL CONDITIONS FOR INDEPENDENT CONTRACTORS

1. Applicable Law and  Arbitration.  Any controversy or claim arising out of, or
relating to, this Agreement,  shall be governed by the laws of the  Commonwealth
of Virginia,  except its choice of law rules, and shall be deemed to be executed
in Virginia.  Pending the resolution of any dispute, the Independent  Contractor
shall proceed as directed by the  Corporation  in writing.  Any  controversy  or
claim arising out of or relating to this Agreement, or the breach thereof, shall
be settled by  arbitration  before one (1)  arbitrator  in Vienna,  Virginia  in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association,  and judgment  upon the arbitral  award may be entered in any court
having jurisdiction thereof.

2.  Assignment.  This  Agreement  is for  personal  services  and  shall  not be
transferred  or assigned by the  Independent  Contractor  without  prior written
consent of the Corporation.

3.  Confidential Matters.

    a. Nondisclosure of Information  Independent  Contractor understands that in
the course of his/her relationship with Company, Independent Contractor has been
and will be making use of, acquiring or adding to proprietary information of GRC
International,  Inc..  Independent  Contractor also understands that Company may
have  received  information  and  materials  from third  parties in  confidence.
Notwithstanding  any termination of this Agreement,  the Independent  Contractor
shall not at any time publish, reveal or disclose any information,  data, or the
like,  resulting from performance of this Agreement,  or received or reviewed by
the  Independent  Contractor,   or  disclosed  to  the  Independent  Contractor,
including,  without  limitation,  any information  relating to the Corporation's
business,  customers,  contracts,  bids, proposals,  trade secrets, or know-how,
without  having  obtained  prior  written  consent  of  the  Corporation.   Upon
termination or expiration of this Agreement,  the Independent  Contractor  shall
deliver all records,  data,  information,  and other documents and all copies to
the Corporation and such shall remain the property of the Corporation.

    b. Proprietary  Information All of the following  information and materials,
whether oral or written which are broadly defined are "Proprietary  Information"
belongs to Company,  and Independent  Contractor shall keep this information and
material strictly confidential, even if not physically marked as such:

    (i)  Application,   operating  system,   communication  and  other  computer
    software,  and all  versions  and  options of same and all  future  products
    developed or derived therefrom;

    (ii) With respect to the software  described  in paragraph  2(i) above,  all
    source and object codes, flowcharts,  algorithms,  coding sheets, compilers,
    assemblers, design concepts routines and subroutines, documents and manuals.

    (iii) Production processes,  marketing techniques, mailing lists, purchasing
    information,  price lists, pricing policies,  quoting procedures,  financial
    information,  customer and prospect names and  requirements,  customer data,
    customer site information and other materials or information relating to the
    manner in which Company does business;

    (iv)  Discoveries,   concepts  and  ideas,  whether  or  not  patentable  or
    protectable  by copyright,  including,  without  limitation,  the nature and
    results of research and  development  activities,  technical  information on
    product  or  program  performance  and  reliability,   processes,  formulas,
    techniques, trade secrets, "know-how",  source codes, object codes, designs,
    drawings and specifications;
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    (v) Any  other  materials,  information  or  communications  related  to the
    business or activities of GRC  International,  Inc.  which are not generally
    known to others engaged in similar businesses or activities;

    (vi) All ideas which are derived  from or related to access to or  knowledge
    of any of the above enumerated materials and information; and

    (vii) Any  information  not in the public  domain  regarding  the  financial
    affairs of GRC International,  Inc., its salary structure,  its relationship
    with its customers  and/or  employees and such other  information not in the
    public domain as may be helpful to its  competitors or  embarrassing  to GRC
    International, Inc., its customers or employees.

    c. Title. All Proprietary Information shall remain the exclusive property of
GRC International,  Inc..  Proprietary  Information shall be used solely for the
purpose of performing Independent Contractor's  responsibilities assigned by GRC
International, Inc..

    d. Return of GRC International, Inc. Property. At GRC International,  Inc.'s
request,   or  upon  termination  of  the  consulting   relationship   with  GRC
International,   Inc.,  Independent  Contractor  agrees  to  turn  over  to  GRC
International,   Inc.  all  notes,  data,  tapes,  lists,  reference  materials,
sketches,  drawings,  memoranda,  records,  Proprietary  Information  and  other
documents which are in Independent  Contractor's possession or control belonging
to GRC International, Inc. or relating to its business.

    e.  Remedies.   Independent  Contractor  understands  and  agrees  that  GRC
International, Inc. will suffer irreparable harm in the event of a breach of any
obligations under this Agreement and that monetary damages will be inadequate to
compensate GRC  International,  Inc. for such breach.  Accordingly,  Independent
Contractor  agrees that, in the event of a breach or threatened breach of any of
the provisions of this Agreement, GRC International, Inc. in addition to and not
in  limitation  of any  other  rights,  remedies  or  damages  available  to GRC
International,  Inc.  at law or in  equity,  shall be  entitled  to a  permanent
injunction  in order to prevent or to restrain  any such  breach by  Independent
Contractor,  or by Independent Contractor's partners,  agents,  representatives,
servants, employers, employees and/or any and all persons directly or indirectly
acting for or with Independent Contractor.

    f.  Accounting.  Contractor  covenants  and agrees that, if any covenants or
agreements under this Agreement are violated,  GRC International,  Inc. shall be
entitled  to  an  accounting   and  repayment  of  all  profits,   compensation,
commissions, remuneration or benefits which directly or indirectly have realized
and/or may realize as a result of, growing out of or in connection with any such
violation;  such remedy  shall be in addition  to and not in  limitation  of any
injunctive relief or other rights or remedies to which GRC  International,  Inc.
is or may be entitled at law, in equity or under this Agreement.
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    g. Reasonableness of Restrictions. Independent Contractor has carefully read
and considered the provisions of Paragraphs 3a. through 3g. and, having done so,
agrees that the  restrictions  set forth therein are fair and reasonable and are
reasonably  required for the  protection of the interests of GRC  International,
Inc., its officers, directors, stockholders, employees and customers.

4.  General  Relationship.  In all  matters  relating  to  this  Agreement,  the
Independent Contractor shall be acting as an independent contractor. Neither the
Independent Contractor nor employees of the Independent Contractor are employees
of the  Corporation  under the  meaning or  application  of any federal or state
unemployment or insurance laws or worker's compensation laws, or otherwise.  The
Independent  Contractor  shall assume all liabilities or obligations  imposed by
any one or more of such  laws  with  respect  to  employees  of the  Independent
Contractor in the  performance of this  Agreement.  The  Independent  Contractor
shall not have any  authority  to assume or create  any  obligation,  express or
implied, on behalf of the Corporation, and the Independent Contractor shall have
no authority to represent itself as an agent,  employee or in any other capacity
of the Corporation.

5.  Proprietary  and  Intellectual  Property  Rights.   Independent   Contractor
acknowledges  and agrees that the Corporation  owns the entire right,  title and
interest to all (i) tangible and intangible property and work products delivered
and/or  produced  or created in  connection  with this  Agreement;  and (ii) all
inventions made,  conceived,  reduced to practice or authored by the Independent
Contractor or the Independent  Contractor's employees or subcontractors,  either
solely or jointly with others, during the performance of this Agreement, or with
the use of information,  materials,  or facilities of the Corporation during the
period in which the Independent Contractor is retained by the Corporation or its
successor  in  business,  under this  Agreement  or any  extensions  or renewals
thereof. Independent Contractor further acknowledges that any copyrightable work
prepared by Independent Contractor or the Independent  Contractor's employees or
subcontractors under this Agreement shall be "work for hire" for the Corporation
under the  copyright  laws of the  United  States,  it being the  intent of this
Agreement  to vest  full and  exclusive  ownership  rights  in the  Corporation,
including,  but  not  limited  to,  the  exclusive  right  to copy  and  prepare
derivative  works.  To the  extent  such work may not be deemed  "work for hire"
under applicable law,  Independent  Contractor hereby assigns to the Corporation
all right,  title and  interest  in and to all  copyrights  for such  work.  The
Independent   Contractor   shall  (and  will  ensure  that  its   employees  and
subcontractors  shall) sign,  execute,  and  acknowledge  or cause to be signed,
executed and  acknowledged any and all documents and to perform such acts as may
be  necessary,  useful  or  convenient  for  the  purpose  of  securing  for the
Corporation  or  its  nominees,   patent,   trademark  or  copyright  protection
throughout the world upon all such items.

6.  Warranties and  Representations.  The  Independent  Contractor  warrants and
represents  that the  services  to be  provided  under this  Agreement  will not
violate  or in any way  infringe  any  patents,  trademarks,  copyrights,  trade
secrets or other proprietary  rights of third parties,  and that the performance
of services under this Agreement shall be of professional  quality conforming to
generally accepted consulting practices.

<PAGE>

7. Indemnification.  The Independent Contractor shall defend, indemnify and hold
the Corporation,  its affiliates,  employees, agents and customers harmless from
and against (i) any claim of infringement of any patent,  trademark,  copyright,
trade secret or other proprietary  right; (ii) any loss, damage or claim arising
in connection with or out of the performance or  non-performance  of Independent
Contractor under this Agreement;  (iii) defective cost or pricing data submitted
by  Independent  Contractor,  and  (iv)  any  breach  of any  provision  of this
Agreement by Independent Contractor.

8. Notice.  All notices,  including  notices of address changes,  required to be
sent  hereunder  shall be in writing and shall be deemed to have been given when
mailed  to  the  address  provided  by  the  Independent  Contractor  or to  the
Corporation at the address provided by the Corporation.

9.  Severability.  In the event any  provision  of this  Agreement is held to be
invalid or unenforceable, the remaining provisions of this Agreement will remain
in full force and effect.

10.  Waiver.  The  waiver  by  either  party of any  default  or  breach of this
Agreement  shall not  constitute a waiver of any other or subsequent  default or
breach.

11. Entire Agreement.  This Agreement constitutes the complete agreement between
the parties and supersedes all previous agreements or  representations,  written
or oral, with respect to the services  described herein.  This Agreement may not
be  modified  or  amended,  except  in  writing  signed  by  a  duly  authorized
representative of each party.