SECURITIES PURCHASE AGREEMENT


                              AMONG

                          HADRON, INC.

                          C.W. GILLULY

    JON M. STOUT, PATRICIA W. STOUT, THE STOUT DYNASTIC TRUST
                       AND J. RICHARD KNOP

                               AND

                         JOHN D. SANDERS



                         March 30, 2000
<PAGE>

                        TABLE OF CONTENTS

INTRODUCTION                                                   2

ARTICLE I DEFINITIONS                                          2
DEFINITIONS.                                                   2

ARTICLE II PURCHASE AND SALE OF SHARES  AND PURCHASE WARRANTS  5
2.1  PURCHASE AND SALE OF SHARES AND PURCHASE WARRANTS.        5
2.2  PURCHASE PRICE.                                           5
2.3  PAYMENT TERMS.                                            5
2.4  THE CLOSING.                                              5
2.5  USE OF PROCEEDS.                                          5
2.6  FURTHER ASSURANCES.                                       5
2.7  TRANSFER TAXES.                                           5

ARTICLE III RELATED AGREEMENTS                                 6
3.1  RELATED AGREEMENTS.                                       6

ARTICLE IV REPRESENTATIONS AND WARRANTIES  OF THE COMPANY AND
GILLULY                                                        6
4.1  ORGANIZATION OF COMPANY.                                  6
4.2  AUTHORITY RELATIVE TO THIS AGREEMENT.                     6
4.3  QUALIFICATION OF THE COMPANY.                             6
4.4  CAPITALIZATION OF THE COMPANY; VALIDITY OF SHARES.        7
4.5  COMPANY SUBSIDIARIES.                                     7
4.6  NO VIOLATION.                                             8
4.7  CONSENTS AND APPROVALS.                                   8
4.8  COMPLIANCE WITH LAWS.                                     8
4.9  LICENSES AND PERMITS.                                     8
4.10  ENVIRONMENTAL MATTERS.                                   9
4.11  FINANCIAL STATEMENTS.                                    9
4.12  ABSENCE OF CHANGE.                                       9
4.13  UNDISCLOSED LIABILITIES.                                11
4.14  CURRENT INFORMATION.                                    11
4.15  TAX MATTERS.                                            11
4.16  LABOR AND EMPLOYMENT MATTERS.                           11
4.17  LITIGATION.                                             12
4.18  TITLE TO PROPERTIES.                                    12
4.19  LEASES.                                                 12
4.20  MATERIAL CONTRACTS.                                     12
4.21  INTELLECTUAL PROPERTY.                                  13
4.22  ACCOUNTS RECEIVABLE.                                    14
4.23  MAINTENANCE OF TANGIBLE PERSONAL PROPERTY.              14
<PAGE>

                     TABLE OF CONTENTS (cont.)

4.24  INSURANCE.                                              14
4.25  EMPLOYEE BENEFIT PLANS.                                 14
4.26  INSIDER INTERESTS.                                      15
4.27  CERTAIN PRACTICES.                                      15
4.28  WORK IN PROGRESS.                                       15
4.29  INVESTMENT BANKING; BROKERAGE.                          16
4.30  CUSTOMERS.                                              16
4.31  WARRANTY AND RELATED MATTERS.                           16
4.32  RELATIONS.                                              16
4.33  RESTRICTIONS ON BUSINESS ACTIVITIES.                    17
4.34  SECURITY CLEARANCES; DEFECTIVE PRICING.                 17
4.35  REPORTS AND FINANCIAL STATEMENTS.                       17
4.36  FULL DISCLOSURE.                                        17

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASERS        18
5.1  AUTHORITY.                                               18
5.2  INVESTMENT STATUS.                                       18
5.3  INVESTMENT BANKING; BROKERAGE FEES.                      18

ARTICLE VI ADDITIONAL COVENANTS                               18
6.1  EXPENSES.                                                18
6.2  PUBLIC ANNOUNCEMENTS.                                    19
6.3  FURTHER ASSURANCES.                                      19
6.4  BOARD OF DIRECTORS                                       19
6.5  UNITED BANK.                                             19
6.6  GILLULY'S LOAN REPAYMENT.                                19

ARTICLE VII CONDITIONS TO OBLIGATIONS OF PURCHASERS           19
7.1  REPRESENTATIONS AND WARRANTIES.                          19
7.2  PERFORMANCE OF THIS AGREEMENT.                           20
7.3  CORPORATE AUTHORIZATION.                                 20
7.4  EXECUTIVE AGREEMENTS.                                    20
7.5  APPROVALS AND CONSENTS.                                  20
7.6  UNITED BANK APPROVAL.                                    20
7.7  INJUNCTION, LITIGATION, ETC.                             20
7.8  LEGISLATION.                                             20
7.9  ESTOPPEL CERTIFICATES, ETC.                              20
7.10  RESIGNATION.                                            21
7.11  OPINION OF COUNSEL FOR COMPANY AND GILLULY.             21
7.12  FAIRNESS OPINION.                                       21
7.13  ELECTION OF DIRECTORS.                                  21
7.14  DELIVERY OF CLOSING DOCUMENTS.                          21

<PAGE>
                     TABLE OF CONTENTS (cont.)

7.15  INDEMNIFICATION AND CONTRIBUTION AGREEMENTS.            22

ARTICLE VIII CONDITIONS TO OBLIGATIONS OF GILLULY AND COMPANY 22
8.1  REPRESENTATIONS AND WARRANTIES.                          22
8.2  PERFORMANCE OF THIS AGREEMENT.                           22
8.3  INJUNCTION, LITIGATION, ETC.                             22
8.4  LEGISLATION.                                             22
8.5  DELIVERY OF CLOSING DOCUMENTS.                           23

ARTICLE IX CLOSING                                            23
9.1  TIME AND PLACE OF CLOSING.                               23
9.2  DELIVERIES BY COMPANY AND GILLULY.                       23
9.3  DELIVERIES BY PURCHASERS.                                23

ARTICLE X INDEMNIFICATION                                     24
10.1  INDEMNIFICATION BY COMPANY.                             24
10.2  INDEMNIFICATION BY PURCHASER.                           24
10.3  COMPANY'S OBLIGATIONS FOR THIRD PARTY CLAIMS.           24
10.4  PURCHASER'S OBLIGATIONS FOR THIRD PARTY CLAIMS.         25
10.5  LIMITATIONS ON INDEMNIFICATION.                         26
10.6  SURVIVAL; INVESTIGATION.                                27
10.7  WAIVER OF SURETYSHIP DEFENSES; LEGAL FEES.              27

ARTICLE XI GENERAL PROVISIONS                                 27
11.1  NOTICES.                                                27
11.2  GOVERNING LAW.                                          29
11.3  SCHEDULES.                                              29
11.4  HEADINGS.                                               30
11.5  COUNTERPARTS.                                           30
11.6  MISCELLANEOUS.                                          30

PURCHASER ALLOCATIONS                                         32



EXHIBITS

EXHIBIT A - Form of Purchase Warrant
EXHIBIT B - Purchaser Allocations
EXHIBIT C - Voting Agreement
EXHIBIT D - Registration Rights Agreement
EXHIBIT E - Founder Employment Agreement
<PAGE>
                     TABLE OF CONTENTS (cont.)

EXHIBIT F - Stout Employment Agreement
EXHIBIT G - Hadron, Inc. Certificate of Incorporation and Bylaws

SCHEDULES

SCHEDULE 4.4 - Warrants, Options and Convertible Securities
SCHEDULE 4.5 - Subsidiaries
SCHEDULE 4.7 - Consents and Approvals
SCHEDULE 4.12 - Bank Loan and Founder Loan
SCHEDULE 4.16 - Labor and Employment Matters
SCHEDULE 4.20 - Material Contracts
SCHEDULE 4.21 - Intellectual Property
SCHEDULE 4.25 - Insurance
SCHEDULE 4.26 - Employee Benefits
SCHEDULE 4.27 - Insider Interests
SCHEDULE 4.28 - Work in Progress
SCHEDULE 4.31 - Customers
SCHEDULE 4.32 - Warranties
SCHEDULE 4.33 - Banking Relations
SCHEDULE 7.11 - Opinion of Counsel for Company and Founder

<PAGE>

                  SECURITIES PURCHASE AGREEMENT

     This  SECURITIES PURCHASE AGREEMENT ("Agreement"), dated  as
of  the  30th  day  of  March, 2000, is made among  HADRON,  INC.
("Company"), a corporation organized under the laws of the  State
of  New  York,  Jon M. Stout ("Stout"), Patricia W. Stout  ("Mrs.
Stout"),  the  Stout Dynastic Trust ("Stout Trust"),  J.  Richard
Knop  ("Knop")  and  John  D.  Sanders ("Sanders")  (collectively
Stout,  Mrs. Stout, Stout Trust, Knop and Sanders being  referred
to as the "Purchasers") and C.W. Gilluly ("Gilluly").

                          INTRODUCTION

     A.   The issued and outstanding capital stock of the Company
consists,  as  of March 20, 2000, of 2,809,526 shares  of  common
stock, par value $.02 per share ("Common Stock"),

     B.    Gilluly owns 501,875 of the outstanding shares of  the
Company's Common Stock, options to purchase 82,000 shares of  the
Company's  Common  Stock and warrants to purchase  an  additional
830,000 shares of the Company's Common Stock;

      C.    Each of the Purchasers desires to purchase,  and  the
Company desires to issue and sell the number of shares of  Common
Stock  and  warrants to purchase Common Stock,  in  the  form  of
Exhibit  A,  set  forth opposite the name of  each  Purchaser  in
Exhibit  B  hereto, and to grant the Purchasers  the  rights  set
forth  herein,  representing an aggregate issuance  of  2,250,000
shares of Common Stock (the "Shares") and warrants to purchase an
additional  2,025,000  shares  of  Common  Stock  (the  "Purchase
Warrants") for an aggregate purchase price of $877,500; and

     D.    The  parties hereto desire to set forth herein certain
of the terms of their ongoing relationship in connection with the
Company.

     NOW  THEREFORE,  in consideration of the foregoing  and  the
representations, warranties and agreements herein contained,  the
parties agree as follows:

                            ARTICLE I

                           DEFINITIONS

     Definitions.
      The  following  terms, as used herein, have  the  following
meanings:

     "Bank" means United Bank or any subsequent primary lender to
the Company.

     "Bank Loan" means the Loan and Security Agreement dated June
29,  1999  between the Company, Avenue Technologies,  Inc.,  Vail
Research  and  Technology  Corporation,  Sycom  Services,   Inc.,
Engineering & Information Services, Inc. and United Bank.

     "Closing" has the meaning set forth in Section 2.4.
<PAGE>

     "Closing Date" has the meaning set forth in Section 9.1.

      "Common Stock" has the meaning set forth in paragraph A  of
the Introduction.

     "Company" means Hadron, Inc.

     "Company   Employees"   has  the  meaning   set   forth   in
     Section 4.16.

     "Company Financial Statements" has the meaning set forth  in
     Section 4.11.

     "Company's  Subsidiaries"  means Engineering  &  Information
Services,  Inc.,  a  Virginia  Corporation,  Vail  Research   and
Technology  Corporation, a Maryland Corporation, SyCom  Services,
Inc.,  a  Delaware  Corporation,  Avenue  Technologies,  Inc.,  a
Virginia  Corporation,  Advanced  Biosystems,  Inc.,  a  Delaware
corporation and certain inactive subsidiaries described   in  the
Company's  most  recent Form 10-K filed with the  Securities  and
Exchange Commission.

     "Disclosure Schedules" mean each of the Schedule  identified
     in Article IV.

     "Encumbrances"  means  liens, mortgages,  charges,  security
interests,  pledges, adverse claims, and other defects  in  title
generally  considered to be encumbrances. When referring  to  the
shares  of  stock  of the Company, Encumbrances  also  means  any
preemptive rights, rights of first refusal or restriction of  any
kind.

     "Environmental  Permits"  has  the  meaning  set  forth   in
     Section 4.10(a).

     "ERISA" means the Employment Retirement Income Security  Act
     of 1974, as amended.

     "Gilluly Loan" means a loan from Gilluly to the Company upon
the terms set forth in Schedule 4.12.

     "Governmental  Authority" means any United  States  federal,
state  or local or any foreign or tribal government, governmental
regulatory  or administrative authority, agency or commission  or
any court, tribunal, or judicial or arbitral body.

     "Governmental  Order"  means  any  order,  writ,   judgment,
injunction,  decree, stipulation, determination or award  entered
by or with any Governmental Authority.

     "Intellectual Property" has the meaning set forth in Section
4.21.

     "Investors" means Jon M. Stout, Mrs. Stout, Stout Trust  and
J. Richard Knop.

     "Leases" has the meaning set forth in Section 4.19.
<PAGE>
     "Legal  Action"  has the meaning set forth  in  Sub  section
10.3(b).

     "Licenses and Permits" has the meaning set forth in  Section
4.9.

     "Loan" has the meaning set forth in Section 6.5.

     "Material  Contracts" has the meaning set forth  in  Section
4.20.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Pension  Plans"  has  the  meaning  set  forth  in  Section
4.26(a).

     "Person"  means an individual, a corporation, a partnership,
an  association,  a labor union, a trust or any other  entity  or
organization,  including a government,  a  governmental  body,  a
political subdivision or an agency of instrumentality thereof.

     "Purchase Price" has the meaning set forth in Section 2.2.

     "Purchase Warrants" has the meaning set forth in paragraph C
of the Introduction.

     "Related  Agreements"  means the  agreements  identified  in
Section 3.1

     "Shares" has the meaning set forth in the paragraph A of the
Introduction.

     "Stock Option Plan" means the 1994 Stock Option Plan of  the
Company  as  amended  in  Fiscal Year 1998  under  which  certain
employees  are granted options to purchase Common  Stock  in  the
Company.

     "Subsidiary"  with respect to any party to  this  Agreement,
means  any corporation or other business entity, whether  or  not
incorporated,  of  which  at  least  50%  of  the  securities  or
interests having, by their terms, ordinary voting power to  elect
members  of  the Board of Directors, or other persons  performing
similar  functions with respect to such entity, is held  directly
or indirectly by such party.

     "Survival Date" has the meaning set forth in Section 10.4.

     "to  the  knowledge  of Gilluly and Company"  means  to  the
knowledge of either the Company or Gilluly.

      "Unit"  means one share of Common Stock and  a  warrant  to
purchase .90 shares of Common Stock.

     "Welfare  Plans"  has  the  meaning  set  forth  in  Section
4.26(a).
<PAGE>
                           ARTICLE II

                   PURCHASE AND SALE OF SHARES
                      AND PURCHASE WARRANTS


     2.1  Purchase and Sale of Shares and Purchase Warrants.
Upon  the  terms and conditions of this Agreement and in reliance
on the representations and warranties set forth in Article IV, at
the  Closing  each Purchaser will purchase from the Company,  and
the  Company will issue and sell to each of the Purchasers, Units
consisting  of the number of shares of Common Stock and  Purchase
Warrants set forth opposite the name of such Purchaser in Exhibit
B  hereto for a purchase price of $0.39 per Unit; and the Company
shall grant the Purchasers the rights set forth herein.  Each  of
the  parties  agrees  and consents to terms  of  this  Agreement,
including  the Company's grant of the rights set forth herein  to
Investors.

     2.2  Purchase Price.
   TThe  purchase price for all the Units ("Purchase  Price")  is
eight   hundred  seventy-seven  thousand  five  hundred   dollars
($877,500), payable as set forth in Section 2.3.

     2.3  Payment Terms.
   The  Purchase Price for all of the Units shall be paid by wire
transfer  of  next day available funds or by check for  good  and
sufficient funds.

     2.4  The Closing.
Subject  to the terms and conditions of this Agreement, the  sale
and  purchase of the Units shall take place concurrently with the
execution  of  this  Agreement  at  a  closing  (the  "Closing"),
pursuant to Section 9.1.

     2.5  Use of Proceeds.
   The  proceeds  from  the  sale of the  Units  by  the  Company
hereunder  shall  be used by the Company for expenses  associated
with  the  consummation of the transactions contemplated  hereby,
for  regular  monthly payments of the Bank Loan, for the  partial
repayment  of  Gilluly  Loan as set forth  in  Section  6.6,  for
working  capital and general corporate purposes, but not  without
the  prior written approval of the Investors the repayment of any
other loans of the Company.

     2.6  Further Assurances.
  The Company and Gilluly from time to time after the Closing, at
the  request of the Purchasers and without further consideration,
shall  execute  and deliver further instruments of  transfer  and
assignment  and  take  such other action as  the  Purchasers  may
reasonably  require to more effectively transfer and  assign  to,
and  vest in the Purchasers, the Shares and Purchase Warrants  to
be  sold  to them hereunder and all rights thereto, and to  fully
implement the provisions of this Agreement.

     2.7  Transfer Taxes.
   All  transfer  taxes,  fees and duties  under  applicable  law
incurred in connection with the initial sale and transfer of  the
Shares  and Purchase Warrants under this Agreement, if any,  will
<PAGE>
be  borne  and paid by the Company and the Company shall promptly
reimburse the Purchasers for any such tax, fee or duty which  any
of them is required to pay under applicable law.


                           ARTICLE III

                       RELATED AGREEMENTS

     3.1  Related Agreements.
   As  a  condition of closing under this Agreement, the Company,
Purchasers and others designated therein shall have entered  into
a  Voting  Agreement in the form of Exhibit C and a  Registration
Rights  Agreement  in the form of Exhibit D.   Additionally,  the
Company  shall  have  entered  into  employment  agreements  with
Gilluly  and  Stout  in the forms of Exhibit  E  and  Exhibit  F,
respectively.


                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES
                   OF THE COMPANY AND GILLULY

     The  Company and, where indicated by reference to  Gilluly's
knowledge, Gilluly, jointly and severally, represent and  warrant
to  Purchasers,  except as set forth in the  attached  Disclosure
Schedules, the following:

     4.1  Organization of Company.
   The  Company is a corporation duly organized, validly existing
and  in  good standing under the laws of the State of  New  York.
Copies  of the Company's Certificate of Incorporation and Bylaws,
as  currently in effect, are attached as Exhibit G.   The  minute
books of the Company contain accurate records of all meetings and
accurately reflect all material actions taken by the stockholders
and the Board of Directors of the Company.

     4.2  Authority Relative to This Agreement.
   The  Company has the corporate power and authority to  execute
and  deliver  this  Agreement and to consummate the  transactions
contemplated hereby.  The execution and delivery by  the  Company
of   this  Agreement,  and  the  consummation  by  each  of   the
transactions  contemplated hereby, have been duly  authorized  by
the   Company's  Board  of  Directors,  and  no  other  corporate
proceedings on the part of the Company are necessary with respect
thereto.  This Agreement has been duly executed and delivered  by
the  Company.   This  Agreement constitutes a valid  and  binding
obligation  of Gilluly and Company, enforceable against  each  in
accordance with its terms, except as its terms may be limited by:
(i)  bankruptcy, insolvency or similar laws affecting  creditors'
rights  generally; or (ii) general principles of equity,  whether
considered in a proceeding in equity or at law.

     4.3  Qualification of the Company.
  The Company has the corporate power and authority to own all of
its  properties  and assets and to carry on its business  as  now
<PAGE>
being  conducted.   The  Company is duly qualified  and  in  good
standing to do business in each jurisdiction in which the failure
to  so  qualify  might have a material adverse  effect  upon  the
business  or  properties of the CompanyCompany.  Other  than  the
Company's  Subsidiaries, there are no corporations,  partnerships
or  other  entities  in  which the Company  owns,  of  record  or
beneficially, any direct or indirect equity or other interest  or
any  right  to acquire the same.  The Company is not a member  of
(nor is any of its business conducted through) any joint venture,
partnership or limited liability company.

     4.4  Capitalization of the Company; Validity of Shares.

          (a) The authorized capital of the Company consists of
twenty million shares of  Common Stock with a par value of  two
cents ($0.02).   All  of the  issued  and  outstanding shares of
capital stock of the Company are  validly issued and outstanding,
fully paid and nonassessable and  free  of  preemptive rights.
Except  as  disclosed  in  the Schedule   4.4  there  are  no
options,  warrants,   convertible securities   or   other  rights,
agreements,   arrangements   or commitments of any character
relating to the capital stock of the Company or obligating the
Company to issue or sell any shares  of capital stock of, or other
interest in, the Company.

          (b)   There  are no outstanding contractual obligations
of  the  Company to repurchase, redeem or otherwise  acquire  any
shares  of Common Stock or options or warrants to purchase Common
Stock,  or  to provide funds to, or make any investment  (in  the
form  of a loan, capital contribution or otherwise) in, any other
Person.

          (c)   The  stock register of the Company maintained  by
American  Stock  Trust and Transfer Company, its Transfer  Agent,
accurately records (i) the name and address of each Person owning
Shares  of capital stock of the Company, and (ii) the certificate
number  of  each certificate evidencing Shares of  capital  stock
issued  by  the Company, the number of shares evidenced  by  each
such  certificate, the date of issuance thereof and, in the  case
of cancellation, the date of cancellation.

          (d)  The Company's total issued and outstanding capital
stock  is 2,808,560 shares of Common Stock (excepting only shares
issued  after February 10, 2000 upon the exercise of  options  or
warrants  or  conversion of convertible notes  existing  on  such
date)  and  the  Company's total issued and  outstanding  shares,
together  with  any other shares of capital stock  which  may  be
issuable, on a fully-diluted, as-converted basis (including,  but
not  limited  to, any outstanding options, securities convertible
into  Common  Stock  and/or warrants), are  4,587,952  shares  of
Common Stock and equivalents.

     4.5  Company Subsidiaries.
   Each  Subsidiary  of  the Company is listed  on  Schedule  4.5
hereto.   The  Company has conducted its business solely  through
the  Company  and  its Subsidiaries at all  times.   All  assets,
properties and rights relating to the Company's business are held
by  and all agreements, obligations and transactions relating  to
<PAGE>
the  Company's  business  have been entered  into,  incurred  and
conducted  by, Company and its Subsidiaries.  Each Subsidiary  of
Company is a corporation duly organized, validly existing and  in
good standing under the laws of its jurisdiction of incorporation
and has the corporate power to carry on its business as it is now
being  conducted  or  presently proposed to be  conducted.   Each
Subsidiary  of Company is duly qualified as a foreign corporation
to  do  business,  and is in good standing in  the  jurisdictions
listed on Schedule 4.5 hereto and except as set forth on Schedule
4.5  hereto,  is  not  required to be so qualified  and  in  good
standing  in  any other jurisdiction where the character  of  its
properties  owned  or  held under lease  or  the  nature  of  its
activities would make such qualification necessary, if failure to
so  qualify  might  have  an  adverse material  effect  upon  the
business  or  property of any Company Subsidiary.    All  of  the
outstanding  shares of capital stock of each of the  Subsidiaries
of Company are validly issued, fully paid and non-assessable and,
except as set forth on Schedule 4.5 hereto, and are owned by  the
Company  free  and  clear  of  any  Encumbrances  of  any  nature
whatsoever  (whether absolute, accrued, contingent or otherwise).
Except  as  set  forth  in Schedule 4.5  hereto,  there  are  not
outstanding rights to purchase or otherwise to receive  from  any
of  the  Subsidiaries  of  the Company any  of  the  outstanding,
authorized  but unissued or treasury shares of the capital  stock
or  any other security of any Subsidiary of the Company; there is
no   outstanding  security  of  any  kind  convertible  into   or
exchangeable  for  such capital stock of any  Subsidiary  of  the
Company.

     4.6  No Violation.
   The  execution  and delivery by the Company of this  Agreement
will not:  (i) violate or result in a breach of any provision  of
the  Certificate  of  Incorporation or  Bylaws  of  the  Company;
(ii) result in a breach, or default, or give rise to any right of
termination,  modification or acceleration or give  rise  to  any
Encumbrance  under  the  provisions of  any  agreement  or  other
instrument  or obligation to which Gilluly or the  Company  is  a
party or by which Gilluly, the Company, the Shares, or any of the
Company's capital stock assets, properties or businesses  may  be
bound; (iii) violate any law or Governmental Order applicable  to
Gilluly and Company, the Company or the Shares; or (iv) cause the
acceleration  of  vesting  or rights to exercise  stock  options,
warrants or to convert convertible securities of the Company.

     4.7  Consents and Approvals.
   Except  as  set  forth  in Schedule 4.7,  and  to  the  actual
knowledge  of  Gilluly,  there is no  requirement  applicable  to
Company  to  make  any  filing with, or  obtain  the  consent  or
approval of, any Person as a condition to the consummation of the
transactions contemplated by this Agreement.
<PAGE>

     4.8  Compliance with Laws.
   To  the  knowledge of the Company and the actual knowledge  of
Gilluly,   the   business  of  the  Company  and  the   Company's
Subsidiaries  have been operated in compliance  in  all  material
respects with all laws and regulations, federal, state or  local,
domestic  or  foreign,  applicable  to  its  business  including,
without  limitation,  those related to (i)  antitrust  and  trade
matters, (ii) civil rights, (iii) zoning and building codes, (iv)
public  health and safety, (v) worker health and safety and  (vi)
labor and employment and discrimination in employment.

     4.9  Licenses and Permits.
    The   term  "Licenses  and  Permits"  as  used  herein  means
governmental  licenses,  permits, approvals  and  authorizations,
whether federal, state and local, domestic or foreign, other than
Environmental   Permits.    The   Company   and   the   Company's
Subsidiaries  have  all of the Licenses and Permits  required  to
conduct  their respective businesses as they are presently  being
conducted  excepting only those Licenses and Permits the  failure
of  which  to obtain would not have a material adverse effect  on
the   business   or  properties  of  the  Company  or   Company's
Subsidiaries.   The  business of the Company  and  the  Company's
Subsidiaries  have been operated in compliance with  all  of  the
terms  and conditions set forth in such Licenses and Permits.  No
notice  of  a  violation of any such License or Permit  has  been
received   by   Gilluly  or  the  Company   and   the   Company's
Subsidiaries,  or to the knowledge of the Company or  the  actual
knowledge of Gilluly, recorded or published, and no proceeding is
pending  or,  to  the  knowledge of the  Company  of  the  actual
knowledge of Gilluly, threatened, to revoke any of them.  Gilluly
and  Company  know of no facts which exist with  respect  to  the
Company  and  the  Company's Subsidiaries which would  allow  the
revocation of any of the Licenses and Permits of the Company  and
the Company's Subsidiaries.

     4.10 Environmental Matters.

      (a)  The Company and the Company's Subsidiaries have in all
material   respects  operated  their  respective  businesses   in
compliance  with all laws and regulations relating  to  pollution
control  and  environmental contamination and the  provisions  of
their   respective  Environmental  Permits,   except   for   such
violations thereof as do not and cannot reasonably be expected to
have   an   adverse  effect  on  the  Company  or  the  Company's
Subsidiaries. "Environmental Permits" means governmental permits,
approvals and authorizations, which relate to the environment  or
to  public health and safety or worker health and safety, as they
may be affected by the environment.

          (b)   Neither  the  Company nor any  of  the  Company's
Subsidiaries is  obligated, by itself or jointly with others,  to
clean up, remedy or otherwise restore to its former condition any
building, contaminated surface water, ground water, soil  or  any
natural resource associated therewith.
<PAGE>
     4.11 Financial Statements.
   The  Company has previously furnished Purchaser with true  and
complete  copies  of its audited financial statements,  including
the notes thereto for the fiscal years ending June 30, 1997, 1998
and  1999  and  unaudited financial statements for  the  six  (6)
months   ending   December  31,  1999  (the  "Company   Financial
Statements") together with the reports on such statements of  the
Company's   independent  public  accountants.    Such   Financial
Statements  present fairly the financial position of the  Company
as  of such dates and the results of their operations and changes
in  financial position for such periods and have been prepared in
accordance with generally accepted accounting principles ("GAAP")
applied on a consistent basis.

     4.12 Absence of Change.
   Since  December  31,  1999, and to  the  actual  knowledge  of
Gilluly, there has not been:

(a)  ANY MATERIAL CHANGE, OR DEVELOPMENT INVOLVING A PROSPECTIVE
CHANGE  TO  THE COMPANY OR THE COMPANY'S SUBSIDIARIES, INCLUDING,
WITHOUT  LIMITATION, ANY DAMAGE, DESTRUCTION OR LOSS (WHETHER  OR
NOT COVERED BY INSURANCE);

(B)  ANY OBLIGATION OR LIABILITY, OTHER THAN CONTRACTS IN THE
ORDINARY COURSE OF BUSINESS, (WHETHER ABSOLUTE, ACCRUED,
CONTINGENT OR OTHERWISE) INVOLVING MORE THAN FIFTY THOUSAND
DOLLARS INCURRED BY THE COMPANY OR THE COMPANY'S SUBSIDIARIES;

(C)  ANY GENERAL UNIFORM INCREASE IN THE COMPENSATION OF THE
EMPLOYEES OR CONSULTANTS OF THE COMPANY OR THE COMPANY'S
SUBSIDIARIES INCLUDING, WITHOUT LIMITATION, THOSE REQUIRED BY LAW
OR COLLECTIVE BARGAINING AGREEMENTS OR UNDERTAKING OF AN
OBLIGATION TO DO SO IN THE FUTURE;

(D)  INCREASE IN THE COMPENSATION PAYABLE TO ANY OFFICER OR
DIRECTOR OF THE COMPANY OR THE COMPANY'S SUBSIDIARIES;

(E)  ANY AMENDMENT TO ANY EMPLOYMENT AGREEMENT TO WHICH ANY
EMPLOYEE OR CONSULTANT OF THE COMPANY OR THE COMPANY'S
SUBSIDIARIES IS A PARTY;

(F)  ANY LICENSE, SALE, TRANSFER, PLEDGE, MORTGAGE OR OTHER
DISPOSITION OF ASSETS OF THE COMPANY OR THE COMPANY'S
SUBSIDIARIES OTHER THAN IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE;

(G)  ANY DETERIORATION OF RELATIONS BETWEEN THE COMPANY OR THE
COMPANY'S SUBSIDIARIES AND THEIR RESPECTIVE MATERIAL SUPPLIERS OR
CUSTOMERS;
<PAGE>
(H)  ANY DIRECT OR INDIRECT REDEMPTION, PURCHASE OR OTHER
ACQUISITION OF ANY SHARES OF THE CAPITAL STOCK, STOCK OPTIONS OR
OTHER EQUITY INTERESTS IN THE COMPANY OR IN THE COMPANY'S
SUBSIDIARIES OR UNDERTAKING OF AN OBLIGATION TO DO SO IN THE
FUTURE;

(I)  ANY DECLARATION, SETTING ASIDE OR PAYMENT OF ANY DIVIDEND
(WHETHER IN CASH, CAPITAL STOCK OR PROPERTY) WITH RESPECT TO ANY
SHARES OR OTHER EQUITY INTERESTS IN THE COMPANY;

(J)  ANY ISSUANCE BY THE COMPANY OR THE COMPANY'S SUBSIDIARIES OF
ANY SHARES OF ITS CAPITAL STOCK, OR ANY SECURITIES OR OBLIGATIONS
CONVERTIBLE INTO OR EXCHANGEABLE FOR, OR GIVING ANY PERSON THE
RIGHT TO ACQUIRE FROM THEM, ANY SHARES OF THEIR CAPITAL STOCK,
EXCEPT PURSUANT TO THE STOCK OPTION PLAN OR EMPLOYEE STOCK
PURCHASE PLAN;

(K)  ANY ACCOUNT RECEIVABLE OWING TO THE COMPANY OR THE COMPANY'S
SUBSIDIARIES WHICH SUBSEQUENT THERETO (I) HAS HAD ASSERTED
AGAINST IT ANY CLAIM, REFUSAL TO PAY OR RIGHT OF SET-OFF, (II) AN
ACCOUNT DEBTOR HAS REFUSED OR THREATENED TO REFUSE TO PAY FOR ANY
REASON OR SUCH ACCOUNT DEBTOR, TO THE KNOWLEDGE OF THE COMPANY,
HAS BECOME INSOLVENT OR BANKRUPT OR (III) HAS BEEN PLEDGED TO ANY
THIRD PARTY; OR

(L)  ANY AGREEMENT RELATING TO THE BORROWING OF MONEY OR TO THE
MORTGAGING OR PLEDGING OF, OR OTHERWISE PLACING AN ENCUMBRANCE
ON, ANY ASSET OF THE COMPANY EXCEPT FOR THE BANK LOAN AND GILLULY
LOAN WHICH ARE FULLY DESCRIBED IN SCHEDULE 4.12.

     Since  December  31,  1999  the Company  and  the  Company's
Subsidiaries have operated their businesses only in the  ordinary
and usual course and in a manner consistent with past practices.

     4.13 Undisclosed Liabilities.
   To  the  actual  knowledge of Gilluly,  the  Company  and  the
Company's  Subsidiaries  have  not incurred  any  liabilities  or
obligations  which  are  not reflected in the  Company  Financial
Statements, other than those incurred subsequent to such date  in
the   ordinary  course  of  business  and  consistent  with  past
practices  of  the  Company and which do not  and  would  not  be
reasonably expected to have a material adverse effect.   Reserves
are  reflected on the Company's balance sheet dated December  31,
1999 for all liabilities of the Company in amounts that have been
established on a basis consistent with the past practices of  the
Company and in accordance with GAAP.
<PAGE>
     4.14 Current Information.
   Company  has  previously  delivered to  Purchasers  non-public
information  relating to the business and affairs of the  Company
and  will  continue  to  furnish similar  information  until  the
Closing.   At  the  time  of  delivery  thereof  none   of   such
information contained, or will contain, any untrue statement of a
material fact or omitted, or will omit, to state a fact necessary
in  order to make such statements made therein, in light  of  the
circumstances in which they were made, not misleading.

     4.15 Tax Matters.
      The Company and the Company's Subsidiaries have filed, in a
timely manner, all federal, state, local and foreign tax returns,
reports  and  declarations required by applicable  law  and  have
collected,  withheld  or  deposited, or made  provision  for  the
payment  of  all  taxes (including, without  limitation,  income,
sales,  use,  occupation, property, excise and employment  taxes,
and interest and penalties thereon) in a timely manner which have
or  may  become due on account of such filings.  The federal  tax
returns for the Company have been filed with the Internal Revenue
Service  through the Company's fiscal year ending June 30,  1999.
The  Company and the Company's Subsidiaries have not received any
notice of audits or any assessment for unpaid taxes, do not  know
of  any reason why any such assessment might be made and have not
agreed  to any extension of time for the assessment of any taxes.
Adequate provisions have been made for the payment of all current
taxes.

     4.16 Labor and Employment Matters.
   Except as set forth on Schedule 4.16, neither the Company  nor
any of the Company's Subsidiaries is a party to any employment or
consulting  agreements.   There are no controversies,  claims  or
grievances  pending or, to the knowledge of the Company  and  the
actual  knowledge of Gilluly, threatened between Gilluly  or  the
Company  or  any Company Subsidiary and Company Employees,  or  a
labor  union representing any of its employees.  The Company  has
delivered  to  Purchaser a list of all of the  employees  of  the
Company and the Company's Subsidiaries ("Company Employees"), and
a  listing  of  the  salaries,  bonuses,  or  other  compensation
currently paid to each.

     4.17 Litigation.
    There  are  no  actions,  suits,  claims,  investigations  or
proceedings  pending or, to the knowledge of the Company  or  the
actual  knowledge of Gilluly, threatened against Gilluly  or  the
Company,  before any court, Governmental Authority or arbitrator,
domestic  or  foreign, that has or can reasonably be expected  to
have a material adverse effect on the Company or which seek:  (i)
to   prevent,   restrict  or  delay  the  consummation   of   the
transactions contemplated by this Agreement; or (ii) to limit, in
any  manner,  the right of Purchasers to control the business  of
the   Company   after  the  consummation  of   the   transactions
contemplated  by  this  Agreement.   Furthermore,  there  are  no
judgments,  orders  or  decrees of any such  court,  Governmental
Authority  or arbitrator, domestic or foreign, that  has  or  can
reasonably be expected to have any such effect.
<PAGE>
     4.18 Title to Properties.

          (a)  The Company does not have any fee simple interest
in real property.

          (b)   The Company has good title to all of the personal
property, tangible or intangible, owned by it, free and clear  of
Encumbrances except for the lien securing the Bank Loan described
in Schedule 4.12.

     4.19 Leases.
  The Company and the Company's Subsidiaries have complied in all
material  respects  with their respective obligations  under  all
agreements  into  which  the Company  or  any  of  the  Company's
Subsidiaries  have entered, whether as lessor  or  lessee,  which
relates  to either real or personal property, other than  monthly
leases of personal property, which may be canceled upon not  more
than  thirty (30) days notice and require the payment of not more
than  one thousand dollars ($1,000) per month ("Leases") and,  to
the knowledge of the Company and the actual knowledge of Gilluly,
no  event  has occurred or condition exists which constitutes  or
can  reasonably  be  expected  to  constitute  a  breach  of  the
provisions of any Lease by any party thereto.  Complete copies of
all  of  the  Leases  have been delivered or  made  available  to
Purchasers.

     4.20 Material Contracts.
   Schedule 4.20 sets forth a complete and correct list  of  each
contract, agreement or commitment of the Company or the Company's
Subsidiaries, other than Leases:
          (a)  upon which any substantial part of the business of
the  Company or of a Company's Subsidiary is dependent or  which,
if  breached,  could reasonably be expected to  have  a  material
adverse effect on the Company or the respective Subsidiary;

          (b)  which provides for aggregate future payments by or
to  the Company or any of the Company's Subsidiaries of more than
fifty  thousand dollars ($50,000), except for purchase orders  or
sales  orders  arising  in  the  ordinary  and  usual  course  of
business, in which case they are listed only if any party thereto
is  obligated to make future payments aggregating more  than  one
hundred thousand dollars ($100,000) in any year;

          (c)   which  extends for more than one  year  from  the
Closing Date and may not be cancelled by the Company with  thirty
(30) or less days notice;

          (d)   which  provides  for the  sale,  lease  or  other
transfer,  after the date hereof and other than in  the  ordinary
course of business, of any of the assets of the Company or any of
the  Company's Subsidiaries except those assets securing the Bank
Loan described in Section 6.5;

          (e)   which  relates to the employment,  retirement  or
termination of the services of any officer or former  officer  of
the  Company  or  any  of the Company's Subsidiaries,  except  as
disclosed on Schedule 4.16; or

          (f)   which  contains covenants pursuant to  which  any
Person  has agreed not to compete with any business conducted  by
the  Company or any of the Company's Subsidiaries or not disclose
to  others  information  concerning the Company  or  any  of  the
Company's Subsidiaries.
<PAGE>
     Each of the foregoing is referred to in this Agreement as  a
"Material Contract."  Each Material Contract is valid and binding
on  the  parties  thereto and is in full force and  effect.   The
Company  and  the  Company's Subsidiaries have  complied  in  all
material respects with their respective obligations under all  of
the  Material Contracts and, to the knowledge of the Company  and
the  actual  knowledge  of  Gilluly, no  event  has  occurred  or
condition exists which constitutes or can reasonably be  expected
to constitute a breach of any such contract by any party thereto.
Complete copies of all the Material Contracts have been delivered
or made available to Purchasers.

     4.21 Intellectual Property.
    The   term  "Intellectual  Property"  as  used  herein  means
registered  trade names, trademarks and service  marks,  patents,
patent  rights and copyrights, whether domestic or  foreign,  and
inventions,  trade secrets, proprietary processes  and  formulae,
software  and  other property rights generally considered  to  be
intellectual property other than general know-how.   The  Company
and   the  Company's  Subsidiaries  own,  or,  to  the  Company's
knowledge,  have  the  right  to use,  all  of  their  respective
Intellectual  Property.  Schedule 4.21 contains  a  complete  and
correct  list of all such Intellectual Property (other than  off-
the-shelf  third  party  software) and any royalties,  honoraria,
fees  or  other  payments payable by the Company or  any  of  the
Company's  Subsidiaries to any Person by reason of the ownership,
use,  license, sale or disposition of the Intellectual  Property.
There  is  no claim pending or, to the knowledge of the  Company,
threatened   against  the  Company  or  any  of   the   Company's
Subsidiaries  alleging that its use of any Intellectual  Property
infringes  upon  the rights of any Person and  to  the  Company's
knowledge, no Person is infringing upon the rights of the Company
or   any  of  the  Company's  Subsidiaries  in  their  respective
Intellectual  Property.  All letters, patent,  registrations  and
certificates issued by any Governmental Authority relating to the
Intellectual Property are, to the Company's knowledge, valid  and
subsisting and have been properly maintained.  Complete copies of
all  documents  pursuant to which the Company  or  the  Company's
Subsidiaries  have  acquired the right to  use  its  Intellectual
Property, or has licensed or otherwise permitted any other Person
to  use any of such Intellectual Property, have been delivered or
made available to Purchasers.

     4.22 Accounts Receivable.
    The   Company's  and  the  Company's  Subsidiaries'  accounts
receivable, including those acquired by the Company or any of the
Company's  Subsidiaries subsequent to the 31st day  of  December,
1999  but  prior  to  the  Closing (and not  collected  prior  to
Closing),  constitute valid and enforceable claims  arising  from
bona  fide  transactions in the ordinary course of  business  and
will  have  been collected or, to the knowledge of  the  Company,
will be collectible in amounts not less than the aggregate amount
thereof  (net  of reserves established in accordance  with  prior
practice)  carried  on the books of the Company.   Each  of  such
<PAGE>
accounts receivable, except for the lien securing the Bank  Loan,
are  not  the subject of a pledge or assignment, and are free  of
Encumbrances  and  has not been placed for  collection  with  any
attorney,  collection  agency  or  similar  individual  or  firm.
Adequate reserves for doubtful accounts have been established  on
the  books of the Company and are reflected on the balance  sheet
in  accordance with GAAP.  As of the date hereof,  there  are  no
claims,  refusals to pay or other rights of set-off  against  any
such  accounts receivable, except as specified in the  Disclosure
Schedules.

     4.23 Maintenance of Tangible Personal Property.
   Except  to the extent such maintenance or condition would  not
have  a material adverse effect on the business or properties  of
the  Company or the Company's Subsidiaries, the tangible personal
property   which  belongs  to  the  Company  or   the   Company's
Subsidiaries:   (i)  has  been  maintained  in  good  repair   in
accordance  with  the  usual practices in the  United  States  of
businesses  which  are  engaged  in  activities  similar  to  the
business  conducted  by the Company or the  respective  Company's
Subsidiary;  (ii) is in good condition, ordinary  wear  and  tear
excepted;  and  (iii)  is usable in the ordinary  course  of  the
business of the Company or the respective Company's Subsidiary as
it is presently being conducted.

     4.24 Insurance.
    Schedule  4.24  sets  forth  a  list  of  insurance  policies
maintained  by the Company and any of the Company's Subsidiaries.
There  is  no default in any respect under any provision  of  any
such  policy  nor  has  the Company or the  respective  Company's
Subsidiary  failed to give notice or present any claim thereunder
in a timely manner so as to bar recovery of any valid claim.

     4.25 Employee Benefit Plans.

          (a)   Schedule  4.25 lists all of the employee  benefit
plans  and  programs  (except the unfunded deferred  compensation
plans  which  are  listed in Schedule 4.20),  including,  without
limitation,  all  retirement, savings  and  other  pension  plans
("Pension  Plans"), all health, severance, insurance,  disability
and  other  employee  welfare plans  ("Welfare  Plans")  and  all
incentive,  vacation and other similar plans that are  maintained
by  the  Company  or a Company's Subsidiary on  behalf  of  their
respective Company Employees (collectively, the "Employee Benefit
Plans").

          (b)   As to each of the Pension Plans, the Company  and
the   Company's  Subsidiaries  have  complied,  in  all  material
respects,   with   all   applicable  laws  and   regulations   in
administering  such plans, including specifically the  provisions
of  ERISA and the qualification provisions of Section 401 of  the
Internal Revenue Code of 1986, as amended (the "Internal  Revenue
Code").   No  non-exempt prohibited transaction,  as  defined  in
Section  4975  of  the Internal Revenue Code, has  occurred  with
respect to any of the Pension Plans and none of the Pension Plans
has  incurred any accumulated funding deficiency, as  defined  in
Section  412 of the Internal Revenue Code, whether or not waived.
The  Company does not sponsor, and has never sponsored, a defined
benefit plan as defined in Section 3(35) of ERISA.
<PAGE>
          (c)  As to each of the Welfare Plans and other Employee
Benefit  Plans  that are not Pension Plans, the Company  and  the
Company's  Subsidiaries have complied, in all material  respects,
with  all  applicable laws and regulations in the  administration
thereof  including, without limitation, the provisions  of  ERISA
when applicable.

          (d)   The  Company and the Company's Subsidiaries  have
not  terminated any Pension Plan within ten years  preceding  the
date of this Agreement.

          (e)   No  compensation or benefit that is  or  will  be
payable  as  a  result of the transactions contemplated  by  this
Agreement will be characterized as an "excess parachute  payment"
within the meaning of Section 280G of the Internal Revenue Code.

     4.26 Insider Interests.
   Neither Gilluly nor any officer or director of the Company  or
any  of  the Company's Subsidiaries: (i) competes with or  has  a
direct non-passive interest in any business entity which competes
with  the  business  conducted by the Company  or  the  Company's
Subsidiaries; (ii) has any agreement of any type with the Company
or  the  Company's  Subsidiaries other  than  being  an  at  will
employee  of the Company or the Company's Subsidiaries; or  (iii)
has  any  interest, direct or indirect, in any property, real  or
personal,  tangible or intangible, including, without limitation,
Intellectual  Property,  used in or pertaining  to  the  business
conducted by the Company or the Company's Subsidiaries, except as
a  stockholder  or  employee of the Company or  as  disclosed  on
Schedule 4.26.

     4.27 Certain Practices.
   To  the  knowledge of the Company and the actual knowledge  of
Gilluly, no stockholder, director, officer, employee or agent  of
the  Company  or  the Company's Subsidiaries  have,  directly  or
indirectly,  made  or  agreed to make, any  unlawful  or  illegal
payment,  gift or political contribution to, or taken  any  other
unlawful  or  illegal action, for the benefit  of  any  customer,
supplier, governmental employee or other Person who is or may  be
in  a position to assist or hinder the business of the Company or
the Company's Subsidiaries.

     4.28 Work in Progress.
   Schedule  4.28  contains a complete list of all  contracts  on
which  the  Company and the Company's Subsidiaries are  currently
working  or which have not been completed, the customer for  whom
the work is being performed, and the amount and basis for payment
and  the  status  of  the contract and the work  being  performed
thereunder.  There is currently no work being performed for which
there  is either (i) no written agreement signed by the customer,
or  (ii)  no funding available and committed by the customer,  in
the case of contracts with a Governmental Authority.
<PAGE>
     4.29 Investment Banking; Brokerage.
   There  are  no  claims for investment banking fees,  brokerage
commissions, finder's fees or similar compensation (exclusive  of
professional fees to lawyers and accountants) in connection  with
the  transactions contemplated by this Agreement payable  by  the
Company  the  Company's  Subsidiaries or  Gilluly  based  on  any
arrangement or agreement made by or on behalf of the Company  the
Company's Subsidiaries or Gilluly.

     4.30 Customers.
   Schedule  4.30  attached hereto sets forth the  name  of  each
customer of the Company or any of the Company's Subsidiaries  who
accounted for more than ten percent (10%) of the revenues of  the
Company  for the twelve (12) months ended June 30, 1999  and  the
six  (6)  months ended December 31, 1999 (the "Customers").   The
relationships of the Company and the Company's Subsidiaries  with
their   respective   Customers  are   good   commercial   working
relationships.   No  Customer of the  Company  or  the  Company's
Subsidiaries   has   canceled   or   otherwise   terminated   its
relationship  with the Company or the Company's Subsidiaries,  or
has  during the last twelve (12) months decreased materially  its
usage or purchases of the services or products of the Company  or
the  Company's Subsidiaries.  Schedule 4.30 attached hereto  sets
forth  a  list  of  each former customer of the Company  who  has
terminated  its  relationship with the Company since  January  1,
2000 and who represented greater than $100,000 of business to the
Company or the Company's Subsidiaries in the twelve (12) calendar
months preceding such termination.  No Customer, has, to the best
knowledge of the Company or the Company's Subsidiaries, any  plan
or  intention to terminate, to cancel or otherwise materially and
adversely  modify  its  relationship  with  the  Company  or  the
Company's  Subsidiaries or to decrease materially  or  limit  its
usage,  purchase or distribution of the services or  products  of
the Company or the Company's Subsidiaries.


     4.31 Warranty and Related Matters.
  Schedule 4.31 attached hereto sets forth a complete list of all
outstanding product and service warranties and guarantees on  any
of  the  products or services that the Company or  the  Company's
Subsidiaries distributes, services, markets or sells for  itself,
a  customer or a third party (each such product or service  shall
be  referred  to herein as a "Company Product").   There  are  no
existing or, to the best knowledge of the Company, threatened  in
writing,  product  liability, warranty or  other  similar  claims
against the Company or any of the Company's Subsidiaries alleging
that  any  Company  Product is defective or  fails  to  meet  any
product  or  service warranties except as set forth  in  Schedule
4.31.
<PAGE>
     4.32 Relations.
   Other than the Bank Loan, which is described in Schedule 4.12,
all of the arrangements with any banking institution relating  to
the  Company's  depository accounts are  accurately  and  in  all
material  respects  described in Schedule 4.32,  indicating  with
respect  to  each  of such arrangements the type  of  arrangement
maintained  (such  as  checking account, borrowing  arrangements,
safe  deposit box, etc.) and the person or persons authorized  in
respect thereof.

     4.33 Restrictions on Business Activities.
   To  the  actual knowledge of Gilluly, there is  no  agreement,
judgment, injunction, order or decree binding upon the Company or
any  of the Company's Subsidiaries or Gilluly which has or  could
reasonable  be  expected  to have the effect  of  prohibiting  or
materially impairing the business practices of the Company or any
of the Company's Subsidiaries, the acquisition of property by the
Company  or any of the Company's Subsidiaries, or the conduct  of
business  by the Company or any of the Company's Subsidiaries  in
each  case  as currently conducted by the Company or any  of  the
Company's Subsidiaries.

     4.34 Security Clearances; Defective Pricing.

    (a)  The Company, the Company's Subsidiaries  and all of their
respective  officers, directors and employees are  in  compliance
with the security requirements set forth in Material Contracts to
which the Company or the Company's Subsidiaries are a party or by
which the Company or any of the Company's Subsidiaries or any  of
their  respective  properties or assets may  be  bound.   To  the
knowledge  of the Company, all security clearances  are  in  full
force  and  effect  and there are no facts which  exist  or  have
existed which might constitute grounds for the loss or limitation
of work under any Material Contracts.

      (b)  To the knowledge of the Company, the Company and its
Subsidiaries  are  in  material compliance  with  all  applicable
pricing,  profit  limitation, negotiation  of  profit  and  other
regulations   applicable   to   Material   Contracts   with   any
governmental entity (foreign or domestic) and there are no  facts
which  exist  or have existed which would constitute grounds  for
any  valid  claim under any such regulations, including,  without
limitation, claims for defective pricing or price renegotiation.

     4.35 Reports and Financial Statements.
   Company has timely filed all reports required to be filed with
the Commission pursuant to the Exchange Act or the Securities Act
(collectively,  the  "SEC  Reports"),  and  has  previously  made
available to Purchasers true and complete copies of all such  SEC
Reports  as have been requested by Purchasers.  Such SEC Reports,
as  of  their respective dates, complied in all material respects
with  the applicable requirements of the Securities Act  and  the
<PAGE>
Exchange  Act,  as  the case may be, and none  of  the  such  SEC
Reports  contained  any untrue statement of a  material  fact  or
omitted to state a material fact required to be stated therein or
necessary  to  make  the  statements therein,  in  light  of  the
circumstances under which they were made, not misleading.

     4.36 Full Disclosure.
   None  of the representations and warranties of the Company  or
Gilluly  made  in this Article contains any untrue  statement  of
material fact or omits to state a material fact necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading.


                            ARTICLE V

          REPRESENTATIONS AND WARRANTIES OF PURCHASERS

     Each Purchaser represents and warrants to Gilluly and to the
Company the following:

     5.1  Authority.
   Each  Purchaser  is legally competent to and has  full  right,
authority  and  power  to  enter into  this  Agreement  and  each
agreement,  document and instrument to be executed and  delivered
by  or on behalf of such Purchaser pursuant to or as contemplated
by  this Agreement and to carry out the transactions contemplated
hereby  and thereby.  This Agreement and each agreement, document
and  instrument executed and delivered by each Purchaser pursuant
to  or  as  contemplated by this Agreement  constitute,  or  when
executed  and  delivered  will  constitute,  valid  and   binding
obligations  of each of the Purchaser enforceable  in  accordance
with  their  respective terms except as its terms may be  limited
by:  (i)  bankruptcy,  insolvency or similar  laws  affecting  to
creditors'  rights  generally;  or  (ii)  general  principles  of
equity, whether considered in a proceeding in equity or at law.

     5.2  Investment Status.
   Each  Purchaser is an "accredited Purchaser" as such  term  is
defined  in Rule 501 under the Securities Act of 1933, as amended
(the  "Securities Act").  Each Purchaser is purchasing the  Units
for  his own account, for investment only and not with a view to,
or  any  present intention of, effecting a distribution  of  such
securities  or any part thereof except pursuant to a registration
or  an  available exemption under applicable law.  Each Purchaser
acknowledges  that his respective Shares, Purchase  Warrants  and
the  shares  of  Common  Stock which such Purchaser  may  acquire
through   exercise  of  the  Purchase  Warrants  have  not   been
registered under the Securities Act or the securities laws of any
state or other jurisdiction and cannot be disposed of unless they
are  subsequently  registered under the Securities  Act  and  any
applicable  state  laws or exemption from  such  registration  is
available.
<PAGE>
     5.3  Investment Banking; Brokerage Fees.
   No Purchaser has incurred or become liable for any broker's or
finder's fee, banking fees or similar compensation relating to or
in connection with the transactions contemplated hereby.


                           ARTICLE VI

                      ADDITIONAL COVENANTS

     6.1  Expenses.
  The Company and the Investors shall each be responsible for and
shall  bear  one  half of the cost of all expenses  directly  and
necessarily  incurred  by the Company  or  by  the  Investors  in
connection  with  the  proposed Investment,  including,  but  not
limited  to,  all  legal fees and out-of-pocket expenses  of  the
Investor's  counsel  and  the Investor's out-of-pocket  expenses.
The  fees  and expenses of Investor's counsel and the  Investor's
out-of-pocket expenses (together, the "Costs and Expenses") shall
be  limited  to  a  maximum of $35,000, half of  which  shall  be
payable by the Company and half of which shall be payable by  the
Investors at the Closing.  The fees and expenses of the Company's
counsel  and the Company's out-of-pocket expenses (together,  the
"Costs  and Expenses") shall be limited to a maximum of  $25,000,
half  of which shall be payable by the Company and half of  which
shall be payable by the Investors at the Closing.  Each Purchaser
shall  pay  that  portion of Investors' responsibility  hereunder
equal to the proportion such Purchaser's investment bears to  the
total investment of all Purchasers.


     6.2  Public Announcements.
   The  parties to this Agreement will consult with  one  another
before  issuing any press releases or otherwise making any public
statements  with  respect to this Agreement and the  transactions
contemplated hereby and will not issue any such press release  or
make  any such public statement without the consent of the  other
unless such action is specifically required by law.

     6.3  Further Assurances.
   Gilluly, Company and Purchasers, as the case may be, will  use
reasonable efforts to implement the provisions of this  Agreement
and  for  such purpose, at the request and expense of Purchasers,
Gilluly  and Company, as the case may be, will, at or  after  the
Closing,  without  further consideration,  promptly  execute  and
deliver,  or cause to be executed and delivered, such  additional
documents as may be necessary to implement any provision of  this
Agreement and the Related Agreements.

     6.4  Board of Directors
     At  Closing  two  (2)  members of the  Company's  Board  of
Directors shall resign and Stout shall be appointed to serve  the
unexpired   term  of  one  of  the  directors.   Promptly,   upon
compliance with the requirements of Section 14(f) of the Exchange
Act  and  Rule 14(f)-1 promulgated thereunder, two (2) additional
designees of the Investors shall be appointed to serve the vacant
unexpired  terms  of office of former members  of  the  Company's
Board of Directors.
<PAGE>
     6.5  United Bank.
        Stout shall guarantee fifty percent 50% of the Bank  Loan
to the Company in the maximum principal amount of $1,500,000 from
United Bank.

     6.6  Gilluly's Loan Repayment.
   Subject to approval from the Bank, Purchasers shall cause  the
Company  to  repay,  at  Closing, two  hundred  thousand  dollars
($200,000)  of  Gilluly's  Loan  and  the  remaining  balance  of
Gilluly's Loan within six months thereafter.


                           ARTICLE VII

             CONDITIONS TO OBLIGATIONS OF PURCHASERS

     The  obligation of Purchasers to consummate the transactions
contemplated  by this Agreement shall be subject, to  the  extent
not waived, to each of the following conditions.

     7.1  Representations and Warranties.
   Except  for changes expressly contemplated by this  Agreement,
each  of  the  representations and warranties of Company  and  of
Gilluly  contained  in this Agreement, which representations  and
warranties include the information in the schedules corresponding
thereto, shall be true and correct in all material respects as of
the  date of Closing and Gilluly and Company shall have delivered
to Purchasers a certificate to that effect signed by Gilluly as a
stockholder  of  the  Company and a certificate  to  that  effect
signed by an officer of the Company.

     7.2  Performance of this Agreement.
   Gilluly  shall have, and the Company shall have, performed  in
all  material  respects all of its obligations  to  be  performed
before  or  at  Closing  under  this  Agreement  and  shall  have
delivered  to Purchasers a certificate to that effect  signed  by
Gilluly and the Chairman or President of the Company.

     7.3  Corporate Authorization.
   All  corporate action required to be taken by the  Company  in
connection  with the transactions contemplated hereby shall  have
been  taken,  all documents incident thereto shall be  reasonably
satisfactory  in substance and form to Purchaser and  shall  have
received  such originals or copies of such documents  as  it  may
reasonably request.

     7.4  Executive Agreements.
   The  Company,  Gilluly  and  Stout  shall  have  executed  and
delivered  Employment Agreements in the forms attached hereto  as
Exhibit E and Exhibit F, respectively.
<PAGE>
     7.5  Approvals and Consents.
   The  Company and Gilluly shall have made all filings with  and
notifications  of  governmental authorities, regulatory  agencies
and other entities required to be made by them in connection with
the  execution and delivery of this Agreement and the performance
by   them  of  the  transactions  contemplation  hereby  and  the
Purchasers   shall   have  received  copies   of   all   required
authorizations,  waivers,  consents and  permits  to  permit  the
consummation of the transactions contemplated by this  Agreement,
in form and substance satisfactory to the Purchasers.

     7.6  United Bank Approval.
   The  agreement  by the Bank to waive any current  defaults  or
failure  on the part of the Company to comply with any  terms  of
the Bank Loan and to forebear action with regard to the Bank Loan
in form and substance satisfactory to the Purchasers.

     7.7  Injunction, Litigation, etc.
      No  order of any court or governmental agency shall  be  in
effect  which  restrains  or prohibits the  consummation  of  the
transactions contemplated by this Agreement or which would  limit
or  affect the ability of Purchasers to own and control a portion
of  the  Company,  and there shall not have been threatened,  nor
shall there be pending, any action or proceeding by or before any
such court or governmental agency seeking to prohibit or delay or
challenging the validity of the transactions contemplated by this
Agreement.

     7.8  Legislation.
   No  statute,  rule or regulation shall have been  proposed  or
enacted which prohibits or might prohibit, restrict or delay  the
consummation of the transactions contemplated by this Agreement.

     7.9  Estoppel Certificates, etc.
   Gilluly  and  Company  shall have obtained  and  delivered  to
Purchasers  executed estoppel certificates satisfactory  in  form
and  substance  to  Purchaser, and such  other  information  with
respect to the Leases as Purchasers may reasonably request.

     7.10 Resignation.
      Two  (2) of the existing four (4) directors of the  Company
shall have submitted their resignations from such positions  with
the Company as of the Closing Date.

     7.11 Opinion of Counsel for Company and Gilluly.
   Purchasers shall have received an opinion from McGuire, Woods,
Battle  &  Boothe,  counsel  for  the  Company  and  Gilluly,  in
substantially the form attached hereto as Schedule 7.11.

     7.12 Fairness Opinion.
   The  Company  shall have obtained a fairness  opinion  from  a
reputable  firm experienced in Company valuations  that  confirms
the  fairness  of  the transactions contemplated  herein  to  the
Company and its shareholders.
<PAGE>
     7.13 Election of Directors.
   The Company shall have taken all necessary corporate action to
effect  the  appointment of Stout as a director of  the  Company,
conditioned  upon  and  effective as of  the  completion  of  the
Closing  and  the appointment of two (2) additional directors  of
the  Company  designated by the Investors to  take  office  after
compliance with Section 14(f) of the Exchange Act.

     7.14 Delivery of Closing Documents.
   At  the  Closing  Date,  the Company and  Gilluly  shall  have
delivered,  or  shall  have  caused  to  be  delivered,  to   the
Purchasers,  all  in  form  and  substance  satisfactory  to  the
Purchasers, the following:

          (a)   Executed copies of the Voting Agreement  and  the
Registration  Rights Agreement in the forms  attached  hereto  as
Exhibit C and Exhibit D, respectively;

          (b)   Certificates issued by (i) the Secretary of State
(or  similar  authority)  of the States of  organization  of  the
Company  and  its Subsidiaries (other than inactive Subsidiaries)
certifying  that  the  Company and its  Subsidiaries  have  legal
existence  and  are in good standing; and (ii) the  Secretary  of
State  (or  similar authority) of each jurisdiction in which  the
Company  or its Subsidiaries have qualified to do business  as  a
foreign corporation as to such foreign qualification;

          (c)  Executed copies of an agreement extending the term
of  the   Investment  Banking Agreement  dated  January  7,  1999
between  the  Company  and Boles Knop & Company,  L.L.C.  ("Boles
Knop")  to  January 7, 2001 upon the same terms  and  conditions;
provided,  however, that no fee shall be charged  by  Boles  Knop
under  the  existing or any extended Investment Banking Agreement
with respect to the transactions contemplated herein;

           (d)   A  certificate of the Secretary of  the  Company
which  shall  certify the names of the officers  of  the  Company
authorized  to  sign  this  Agreement and  the  other  documents,
instruments  or  certificates to be delivered  pursuant  to  this
Agreement  by  the Company or any of its officers, together  with
the true signatures of such officers;

           (e)  Stock certificates issued, or instructions to the
Company's  Transfer  Agent to issue stock  certificates,  in  the
names  of  the Purchasers for the shares set forth opposite  each
Purchaser's name in Exhibit B;

           (f)   Purchase  Warrants issued in the  names  of  the
Purchasers as set forth opposite each Purchasers name in  Exhibit
B; and

          (g)   Such  other supporting documents and certificates
as  the  Purchasers may reasonably request and as may be required
pursuant to this Agreement.
<PAGE>
     7.15 Indemnification and Contribution Agreements.
    Stout   and  Knop  shall  have  executed  and  delivered   an
Indemnification  and Contribution Agreement relating  to  Stout's
guaranty  of the bank loan in form and substance satisfactory  to
each.


                          ARTICLE VIII

                  CONDITIONS TO OBLIGATIONS OF
                       GILLULY AND COMPANY

     The  obligation  of  Gilluly and Company to  consummate  the
transactions contemplated by this Agreement shall be subject,  to
the  extent  not  waived,  to the satisfaction  of  each  of  the
following conditions.

     8.1  Representations and Warranties.
     Except for changes expressly contemplated by this Agreement,
each   of   the  representations  and  warranties  of  Purchasers
contained  in  this Agreement shall be true and  correct  in  all
material respects as of the date of Closing, and Purchaser  shall
have delivered to Company a certificate to that effect.

     8.2  Performance of this Agreement.
   Purchasers shall have performed in all material respects,  all
of  its obligations under this Agreement and shall have delivered
to Company a certificate to that effect.

     8.3  Injunction, Litigation, etc.
  No order of any court or governmental agency shall be in effect
which restrains or prohibits the consummation of the transactions
contemplated  by  this Agreement and there shall  not  have  been
threatened, nor shall there be pending, any action or  proceeding
by  or  before any such court or governmental agency  seeking  to
prohibit  or  delay or challenging the validity  of  any  of  the
transactions contemplated by this Agreement.

     8.4  Legislation.
   No  statute,  rule or regulation shall have been  proposed  or
enacted which prohibits or might prohibit, restrict or delay  the
consummation of the transactions contemplated hereby.

     8.5
Delivery of Closing Documents.

          (a)   On  the  Closing Date, the Purchasers shall  have
executed  and  delivered  the Voting Agreement  and  Registration
Rights  Agreement, substantially in the forms attached as Exhibit
C and Exhibit D, respectively; and

          (b)  Confirmation of bank wire transfer of the Purchase
Price to the Company's designated account.
<PAGE>

                           ARTICLE IX

                             CLOSING

     9.1  Time and Place of Closing.
   The  Closing  shall  take place at the offices  of  Holland  &
Knight,  LLP, 3110 Fairview Park Drive, Suite 900, Falls  Church,
Virginia 22042, at 1:00 p.m. local time on Thursday the 30th  day
of March 2000 ("Closing Date").

     9.2  Deliveries by Company and Gilluly.
   At Closing, Company and Gilluly shall deliver to Purchaser the
following:

          (a)  Each of the Closing Documents listed in Section 7.14;

          (b)  The Executive Agreements required by Section 7.4;

          (c)  Copies of the certificates, consents and agreements required
by Sections 7.5, 7.6, 7.9 and 7.10;

          (d)  The Opinion of Counsel required by Section 7.11; and

          (e)  The Fairness Opinion required by Section 7.12; and

          (f)  Such additional documents as Purchaser may reasonably
request.

     9.3  Deliveries by Purchasers.
  At the Closing, Purchasers shall deliver to Gilluly and Company
the following:

          (a)  Each of the Closing Documents listed in Section 8.5; and

          (b)  Such additional documents as Gilluly and Company may
reasonably request.
<PAGE>

                            ARTICLE X

                         INDEMNIFICATION

     10.1 Indemnification by Company.
   Subject to the limitations contained in this Article,  Company
will indemnify and hold Purchaser harmless from any damage, loss,
liability  or  expense including, without limitation,  reasonable
expenses of investigation and reasonable attorneys' fees  arising
out of:

          (a)   Any breach of a representation and warranty  made
by Gilluly and Company in this Agreement;

          (b)  The breach of any agreement of Gilluly and Company
contained in this Agreement; or

          (c)   Any  undisclosed liability or obligation  of  the
Company,  whether  civil or criminal in  nature  arising  out  of
actions that occurred prior to the Closing Date.

     10.2 Indemnification by Purchaser.
   Subject  to  the limitations contained in this  Article,  each
Purchaser  will  indemnify  and hold Company  harmless  from  any
damage,  loss, liability or expense including without limitation,
reasonable  expenses  of investigation and reasonable  attorneys'
fees arising out of:

          (a)   Any breach of a representation and warranty  made
by such Purchaser in this Agreement; or

          (b)   The  breach  of any agreement of  such  Purchaser
contained in this Agreement.

     10.3 Company's Obligations for Third Party Claims.
      The obligation of Company to indemnify Purchaser under  the
provisions of this Article with respect to claims resulting  from
the  assertion  of  liability  by Persons  not  parties  to  this
Agreement (including governmental claims for penalties, fines and
assessments)  shall  be  subject  to  the  following  terms   and
conditions:

          (a)   Purchaser  shall give prompt  written  notice  to
Company  of  any  assertion of liability by a third  party  which
might  give  rise  to a claim for indemnification  based  on  the
foregoing  provisions of this Article, which notice  shall  state
the nature and basis of the assertion and the amount thereof,  to
the extent known, provided, however, that no delay on the part of
Purchaser  in  giving  notice  shall  relieve  Company   of   any
obligation  to  indemnify unless (and then solely to  the  extent
that) Company are prejudiced by such delay.
<PAGE>
          (b)   If  any  action,  suit or  proceeding  (a  "Legal
Action")  is  brought  against Purchaser with  respect  to  which
Company may have liability under the foregoing provisions of this
Article,  the Legal Action shall be defended by Company and  such
defense shall include all proceedings for appeal or review  which
counsel for Purchaser shall deem appropriate.

          (c)   Notwithstanding the provisions  of  the  previous
subsection  of this Agreement, until Company shall  have  assumed
the  defense  of  any  such Legal Action, the  defense  shall  be
handled  by  Purchaser.  Furthermore, (A)  if  Company  fails  to
provide  Purchaser  with evidence acceptable  to  Purchaser  that
Company  has sufficient financial resources to defend and fulfill
its  indemnification obligation with respect to the Legal Action;
or  (B) if the Legal Action involves other than money damages and
seeks injunctive or other equitable relief; Company shall not  be
entitled  to  assume  the defense of the  Legal  Action  and  the
defense  shall  be handled by Purchaser.  If the defense  of  the
Legal Action is handled by Purchaser under the provisions of this
subsection,  Company  shall  pay all  legal  and  other  expenses
reasonably incurred by Purchaser in conducting such defense.

          (d)  In any Legal Action initiated by a third party and
defended  by  the  indemnifying party (A) the  indemnified  party
shall  have  the right to be represented by advisory counsel  and
accountants, at its own expense, (B) the indemnifying party shall
keep  the  indemnified party fully informed as to the  status  of
such  Legal  Action  at all stages thereof, whether  or  not  the
indemnified  party  is represented by its own  counsel,  (C)  the
indemnifying party shall make available to the indemnified party,
and  its  attorneys,  accountants and other representatives,  all
books  and  records of the indemnifying party  relating  to  such
Legal Action and (D) the parties shall render to each other  such
assistance  as may be reasonably required in order to ensure  the
proper and adequate defense of such Legal Action.

          (e)  In any Legal Action initiated by a third party and
defended by the indemnifying party, the indemnifying party  shall
not  make any settlement of any claim without the written consent
of the indemnified party, which consent shall not be unreasonably
withheld.   Without limiting the generality of the foregoing,  it
shall  not  be  deemed  unreasonable to  withhold  consent  to  a
settlement involving injunctive or other equitable relief against
the  indemnified party or its assets, employees or  business,  or
relief  which  the  indemnified party reasonably  believes  could
establish a custom or precedent which will be materially  adverse
to the best interests of its continuing business.

     10.4 Purchaser's Obligations for Third Party Claims.
       The obligation of Purchaser to indemnify Company under the
provisions of this Article with respect to claims resulting  from
the  assertion  of  liability  by Persons  not  parties  to  this
Agreement (including governmental claims for penalties, fines and
assessments)  shall  be  subject  to  the  following  terms   and
conditions:
<PAGE>
          (a)   Company  shall  give  prompt  written  notice  to
Purchaser  of any assertion of liability by a third  party  which
might  give  rise  to a claim for indemnification  based  on  the
foregoing  provisions of this Article, which notice  shall  state
the nature and basis of the assertion and the amount thereof,  to
the extent known, provided, however, that no delay on the part of
Company  in  giving  notice  shall  relieve  Purchaser   of   any
obligation  to  indemnify unless (and then solely to  the  extent
that) Purchaser is prejudiced by such delay.

          (b)   If  any  Legal Action is brought against  Company
with  respect  to  which Purchaser may have liability  under  the
foregoing provisions of this Article, the Legal Action  shall  be
defended  by  Purchaser  and  such  defense  shall  include   all
proceedings for appeal or review which counsel for Company  shall
deem appropriate.

          (c)   Notwithstanding the provisions  of  the  previous
subsection of this Agreement, until Purchaser shall have  assumed
the  defense  of  any  such Legal Action, the  defense  shall  be
handled  by  Company.   Furthermore, (A) if  Purchaser  fails  to
provide   Company  with  evidence  acceptable  to  Company   that
Purchaser  has  sufficient  financial  resources  to  defend  and
fulfill its indemnification obligation with respect to the  Legal
Action;  or  (B)  if the Legal Action involves other  than  money
damages and seeks injunctive or other equitable relief; Purchaser
shall  not be entitled to assume the defense of the Legal  Action
and  the defense shall be handled by Company.  If the defense  of
the  Legal  Action is handled by Company under the provisions  of
this subsection, Purchaser shall pay all legal and other expenses
reasonably incurred by Company in conducting such defense.

          (d)  In any Legal Action initiated by a third party and
defended  by  the  indemnifying party (A) the  indemnified  party
shall  have  the right to be represented by advisory counsel  and
accountants, at its own expense, (B) the indemnifying party shall
keep  the  indemnified party fully informed as to the  status  of
such  Legal  Action  at all stages thereof, whether  or  not  the
indemnified  party  is represented by its own  counsel,  (C)  the
indemnifying party shall make available to the indemnified party,
and  its  attorneys,  accountants and other representatives,  all
books  and  records of the indemnifying party  relating  to  such
Legal Action and (D) the parties shall render to each other  such
assistance  as may be reasonably required in order to ensure  the
proper and adequate defense of such Legal Action.

          (e)  In any Legal Action initiated by a third party and
defended by the indemnifying party, the indemnifying party  shall
not  make any settlement of any claim without the written consent
of the indemnified party, which consent shall not be unreasonably
withheld.   Without limiting the generality of the foregoing,  it
shall  not  be  deemed  unreasonable to  withhold  consent  to  a
settlement involving injunctive or other equitable relief against
the  indemnified party or its assets, employees or  business,  or
relief  which  the  indemnified party reasonably  believes  could
establish a custom or precedent which will be materially  adverse
to the best interests of its continuing business.
<PAGE>
     10.5 Limitations on Indemnification.

          (a)   Neither the Company nor the Purchaser shall  have
any  obligation to indemnify the other under this Article  unless
and  until  the  aggregate amount of its liability exceeds  fifty
thousand dollars ($50,000), and thereafter the indemnified  party
shall  be  entitled to indemnification thereunder  only  for  the
aggregate  amount of such liability in excess of  fifty  thousand
dollars ($50,000).

          (b)  All damages to which the indemnified party may  be
entitled pursuant to the provisions of this Article shall be  net
of any insurance coverage in which the indemnified party receives
the benefits with respect thereto.

          (c)  The indemnification obligations of the Company  or
Purchaser under Article X shall terminate two (2) years from  the
Closing   Date,   except  with  respect   to   any   claims   for
indemnification  as  to which the indemnified  party  shall  have
given  the  indemnifying party written notice setting  forth  its
claim  with  reasonable  specificity  (in  contradistinction   to
generalized allegations) as to the nature thereof on or prior  to
two (2) years from the Closing Date.

          (d)    Notwithstanding  any  other  provision  of   the
Agreement, the Company's liability under this Article X shall not
exceed one million dollars ($1,000,000) in the aggregate.

          (e)    Notwithstanding  any  other  provision  of   the
Agreement, Purchaser's liability under this Article X  shall  not
exceed one million dollars ($1,000,000) in the aggregate.

     10.6 Survival; Investigation.
   The  representations  and warranties of  Gilluly  and  Company
contained  in  this Agreement shall survive any investigation  by
Purchaser  and  shall  not  terminate  until  the  second   (2nd)
anniversary  of the Closing (the "Survival Date") at  which  time
they   shall  lapse.   Notwithstanding  the  provisions  of   the
preceding sentence, any representation or warranty in respect  of
which indemnification may be sought under Sections 10.1 and  10.2
shall survive the Survival Date if written notice, given in  good
faith,  of  the specific breach thereof is given to  Gilluly  and
Company prior to the Survival Date, whether or not liability  has
actually been incurred.

     10.7 Waiver of Suretyship Defenses; Legal Fees.
       Company and Gilluly expressly waive any right arising from
Section  49-25 or 49-26 of the Code of Virginia, to require  that
the Purchasers bring action against Gilluly or the Company or the
benefit of any other suretyship statutes and principles at law or
in equity requiring, inter alia, any notice to Gilluly or Company
of or prior to the commencement of any proceeding against Gilluly
or  the  Company  for  any cause of action which  Purchasers  may
assert  arising out of or in connection with this  Agreement  and
the  related  transactional agreements set forth in the  Exhibits
hereto  (the  "Transaction  Documents")  or  the  exhaustion   of
collection  remedies  against  Gilluly  or  the  Company   before
proceeding against and collecting from the other.
<PAGE>
                           ARTICLE XI

                       GENERAL PROVISIONS

     11.1 Notices.
   All notices and other communications given hereunder shall  be
in  writing.   Notices  shall  be effective  when  delivered,  if
delivered  personally.  Otherwise, they shall be  effective  when
sent to the parties at the addresses or numbers listed below,  as
follows:  (i) on the business day delivered (or the next business
day  following  delivery if not delivered on a business  day)  if
sent  by  a  local  or long distance courier,  prepaid  telegram,
telefax  or  other  facsimile means; or  (ii)  three  days  after
mailing  if mailed by registered or certified U.S. mail,  postage
prepaid and return receipt requested.

     If to Gilluly to:

          C.W. Gilluly
          415 First Street, S.E.
          Washington, D.C. 20003-1827
          Telefax:  (202) 544-8384

     With a copy to:

          MCGUIRE, WOODS, BATTLE, & BOOTHE, LLP
          1750 Tysons Blvd., Suite 1800
          McLean, Virginia 22102
          Attention: Jocelyn West Brittin Esquire
          Telefax No.:  (703) 712-5050

     If to Company to:

          Hadron, Inc.
          5904 Richmond Highway, Suite 300
          Alexandria, Virginia 22303
          Attn:  President
          Telefax:  (703) 329-9409
     If to Investors to:

          Jon M. Stout
          Patricia W. Stout
          Stout Dynastic Trust
          10 Maiden Bower Court
          Potomac, Maryland 20854
          Telefax:  (301) 947-0544

     With a copy to:

          HOLLAND & KNIGHT, LLP
          2100 Pennsylvania N.W., Suite 400
          Washington, D.C.  20037
          Attention:  William J. Mutryn, Esquire
          Telefax:       (202) 955-5564

<PAGE>
     If to J. Richard Knop:

          2 West Washington Street
          Post Office Box 978
          Middleburg, VA 20118
          Telefax:  (540) 687-8112

     If to John D. Sanders:

          2500 Virginia Avenue, N.W. Apt. 1408-S
          Washington, D.C. 20037
          Telefax:  (202) 965-4774

     Any Person may change the address or number to which notices
are to be delivered to him, her or it by giving the other Persons
named above notice of the change in the manner set forth above.

     11.2 Governing Law.
   This  Agreement shall be governed and construed in  accordance
with  the laws of the Commonwealth of Virginia without regard  to
its choice of law rules.

     11.3 Schedules.
   The information contained in any schedule or exhibit which  is
referred  to in any section of this Agreement shall be deemed  to
have  been  disclosed in connection with, and to be  incorporated
into,  that  particular section only, and shall not be  deemed  a
part of any other section.

     11.4 Headings.
   The  headings  contained in this Agreement are  for  reference
purposes  only and shall not affect the meaning or interpretation
of the Agreement.

     11.5 Counterparts.
   This  Agreement  may be executed in two or more  counterparts,
each  of  which  shall be deemed an original, but  all  of  which
together shall constitute one and the same instrument.

     11.6 Miscellaneous.
   This  Agreement:  (i)  constitutes the  entire  agreement  and
supersedes  all  other prior agreements and understandings,  both
written and oral, between the parties with respect to the subject
matter hereof; (ii) is not intended to and shall not confer  upon
any  Person,  other  than  the  parties  hereto,  any  rights  or
remedies; and (iii) shall not be assigned by operation of law  or
otherwise.
<PAGE>
     IN  WITNESS  WHEREOF  the parties hereto  have  caused  this
Agreement  to be executed and their corporate seals to be  hereto
affixed and attested by their duly authorized officers.

COMPANY:                                GILLULY:

Hadron, Inc.


/S/ C.W. GILLULY                       /S/ C.W. GILLULY
______________________                 ___________________________
By:  C.W. Gilluly                      C.W. Gilluly
Title:  Chairman
 and Chief Executive Officer



PURCHASERS:

/S/ JON M. STOUT                        /S/ J. RICHARD KNOP
_________________                      __________________________
Jon M. Stout                            J. Richard Knop


/S/ PATRICIA W. STOUT                   /S/ JON M. STOUT
_____________________                   _________________________
Patricia W. Stout                       Stout Dynastic Trust
                                        By Jon M. Stout, Trustee

/S/ JOHN D. SANDERS
____________________
John D. Sanders


<PAGE>
EXHIBIT A
                             WARRANT

THE  SECURITIES  REPRESENTED HEREBY AND THE  SECURITIES  ISSUABLE
UPON  THE  EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933 AS AMENDED OR ANY STATE SECURITIES LAW AND
MAY  NOT  BE  TRANSFERRED, SOLD OR OTHERWISE DISPOSED  OF  EXCEPT
PURSUANT  TO  AN  EFFECTIVE REGISTRATION  STATEMENT  OR  A  VALID
EXEMPTION  FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE  STATE
SECURITIES LAWS.


           WARRANT TO PURCHASE SHARES OF COMMON STOCK
          (subject to adjustment hereinafter provided)

                               of

                          HADRON, INC.

This      certifies      that,      for      value      received,
or  _____  registered assigns ("Holder") is entitled, subject  to
the  terms set forth below, to purchase from Hadron, Inc., a  New
York  corporation (the "Company"), such number of shares  of  the
Common Stock, par value $0.02 per share ("Common Stock"), of  the
Company, that are purchasable in connection with the exercise  of
the Warrant, as defined in Section 3 below, upon surrender hereof
at  the  principal office of the Company referred to below,  with
the  Notice  of  Exercise attached hereto as  Attachment  A  duly
executed and simultaneous payment therefor (at the Exercise Price
as  set  forth in Section 2 below) in lawful money of the  United
States  or  otherwise as hereinafter provided.   The  number  and
Exercise  Price  of such shares of Common Stock  are  subject  to
adjustment as provided below.  The term "Warrant" as used  herein
shall  include  the Warrant under this Warrant and  any  warrants
delivered  in  substitution  or  exchange  therefor  as  provided
herein.

     1.    Term  of Warrant.  Subject to the terms and conditions
set  forth herein, the Warrant shall be exercisable, in whole  or
in  part,  for  a  period of five (5) years commencing  on  March
, 2000 and ending on March     , 2005.

     2.    Exercise  Price.   The exercise price  at  which  this
Warrant may be exercised shall be seventy-two cents ($0.72)   per
share of Common Stock. (the "Exercise Price").

     3.   Number of Shares; Exercise of Warrant.

          3.1   Exercise  and Number of Shares.  Subject  to  the
provisions  of  this Agreement, the Holder of this Warrant  shall
have  the  right  to purchase from the Company (and  the  Company
shall  issue  and sell to such Holder), in the aggregate,  up  to
shares  of  the  Company's Common Stock.   This  Warrant  may  be
exercised in whole or in part in as many exercises as Holder  may
elect.  The Exercise Price shall be payable by check for good and
sufficient United States funds.
<PAGE>
          3.2    Cashless   Exercise.   Subject  to   the   other
provisions  of  this  Agreement, in  lieu  of  any  cash  payment
required  upon exercise of the Warrant, the Holder may  elect  to
exercise  this  Warrant in full or in part by  surrendering  this
Warrant in the manner specified in Section 3.1 hereof in exchange
for the number of shares of Common Stock equal to the product  of
(i)  the number of shares of Common Stock as to which the Warrant
is  being  exercised  multiplied by  (ii)  a  fraction,  (y)  the
numerator of which is the Fair Market Value of a share of  Common
Stock  on the date of exercise less the Exercise Price,  and  (z)
the  denominator of which is the Fair Market Value of a share  of
Common  Stock on such date of exercise.  Fair Market Value  shall
be equal to the average of the last sale price of Common Stock on
each  of the ten (10) trading days prior to the exercise date  of
this  Warrant on the principal exchange of which the Common Stock
may  at the time be listed; or, if there shall have been no sales
on  such  exchange on any such trading day, the  average  of  the
closing  bid  and asked prices on such exchange on  such  trading
day; or, if there is no such bid and asked price occurred; or, if
the  Common  Stock  shall not be so listed, the  average  of  the
closing  sales  prices  as  reported  by  NASDAQ  (including  its
bulletin board) at the end of each of the ten trading days  prior
to  the  date of exercise of this Warrant in the over-the counter
market; provided that if one class of the Common Stock is  listed
or reported as described in this sentence but the class of Common
Stock  with respect to which Fair Market Value is being  measured
is  not  so  listed or reported, then the Fair Market  Value  per
share with respect to such unlisted and unreported class shall be
identical to such listed or reported class.

          3.3  Delivery.  The Warrant shall be exercisable by (i)
delivering to the Company the form of notice of exercise attached
hereto as Exhibit A duly completed and signed by the Holder or by
the  duly  appointed  legal  representative  or  duly  authorized
attorney  thereof,  and  (ii) depositing  with  the  Company  the
original of this Warrant, paying the aggregate Exercise Price for
the  number  of shares of Common Stock in respect  of  which  the
Warrant  is being exercised.  Upon each partial exercise  of  the
Warrant,  a new Warrant evidencing the balance of the  shares  of
Common Stock issuable hereunder will be issued to the Holder,  as
soon  as reasonably practicable, on the same terms as the Warrant
partially exercised.  All payments due upon any exercise of  this
Warrant shall be made in cash or by check or by making a Cashless
Exercise.

          3.4  Time of Exercise.  This Warrant shall be deemed to
have been exercised immediately prior to the close of business on
the date of its surrender for exercise and the person entitled to
receive  the  shares of Common Stock issuable upon such  exercise
shall be treated for all purposes as the holder of record of such
shares  as  of  the  close of business on  such  date;  provided,
however, that in the event that the transfer books of the Company
are closed on the date of exercise, the Holder shall be deemed to
have  become  a stockholder of record on the next succeeding  day
that the transfer books are open and until such date, the Company
shall  be  under no duty to cause to be delivered any certificate
for  such  shares.  As promptly as practicable on or  after  such
date  and  in  any  event within ten (10)  days  thereafter,  the
<PAGE>

Company  at its expense shall issue and deliver to the person  or
persons   entitled   to  receive  the  same  a   certificate   or
certificates  for  the  number  of  shares  issuable  upon   such
exercise.  In the event that this Warrant is exercised  in  part,
the Company at its expense will execute and deliver a new Warrant
of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.

     4.    Payment of Taxes and Expenses.  The Company shall  pay
all  expenses  in  connection  with,  and  all  taxes  and  other
governmental  charges that may be imposed with  respect  to,  the
issuance  or  delivery  of this Warrant and  the  Warrant  Stock,
unless  any such tax or charge is imposed by law upon the  Holder
or  upon  the  income or gain of Holder in connection  with  this
Warrant,  in which case such tax or charge shall be paid  by  the
Holder.   The Company shall not be required, however, to pay  any
tax  or  other  charge imposed in connection  with  any  transfer
involved in the issuance of any certificate for shares of  Common
Stock in any name other than that of the Holder, and in such case
the  Company shall not be required to issue or deliver any  stock
certificate until such tax or other charge has been  paid  or  it
has  been established to the satisfaction of the Company that  no
such tax or other charge is due.

     5.    No  Fractional Shares.  No fractional shares shall  be
issued  upon  the  exercise of this  Warrant.   In  lieu  of  any
fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.

     6.     Replacement  of  Warrant.   On  receipt  of  evidence
reasonably  satisfactory  to  the Company  of  the  loss,  theft,
destruction  or mutilation of this Warrant and, in  the  case  of
loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form and substance to the Company  or,
in  the case of mutilation, or surrender and cancellation of this
Warrant, the Company at its expense shall execute and deliver, in
lieu of this Warrant, a new warrant of like tenor and amount.

     7.   Adjustments.

          (a)   Adjustment.  The number of shares of Common Stock
for  which this Warrant is exercisable and the Exercise Price  at
which such shares may be purchased shall be subject to adjustment
from time to time as set forth in this Section 7.

          (b)   Stock  Dividends, Subdivisions and  Combinations.
If at any time the Company shall:

               (i)   pay  or  make  a dividend  on  Common  Stock
payable in additional shares of Common Stock;

               (ii)  subdivide its outstanding shares  of  Common
Stock into a larger number of shares of Common Stock; or

               (iii)     combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock;
<PAGE>
then  (A)  the  number of shares of Common Stock for  which  this
Warrant  is exercisable immediately after the happening  of  such
event  shall be adjusted to equal the number of shares of  Common
Stock  which  a  record holder of the same number  of  shares  of
Common  Stock  immediately prior to the happening of  such  event
would  own or be entitled to receive after the happening of  such
event, and (B) the Exercise Price shall be adjusted to equal  (1)
the  Exercise Price multiplied by the number of shares of  Common
Stock for which this Warrant is exercisable immediately prior  to
the adjustment divided by (2) the number of shares for which this
Warrant is exercisable immediately after such adjustment.

          (c)  Dividends and Distributions.  If the Company shall
distribute  to  all holders of its outstanding shares  of  Common
Stock  evidence  of indebtedness of the Company, cash  (including
cash  dividends  payable out of consolidated earnings  or  earned
surplus) or assets or securities other than additional shares  of
Common  Stock,  including  stock of a  subsidiary  but  excluding
dividends or distributions referred to in Section 7(b) above (any
such  evidences of indebtedness, cash, assets or securities,  the
"assets  or  securities"), then, in each  case,   the  number  of
shares  of Common Stock issuable after such record date to Holder
upon  the  exercise  of  each  Warrant  shall  be  determined  by
multiplying  the number of shares of Common Stock  issuable  upon
the  exercise  of such Warrant immediately prior to  such  record
date  by  a  fraction, the numerator of which shall be  the  fair
market  value per share of Common Stock immediately prior to  the
record  date for such distribution and the denominator  of  which
shall  be  the  fair  market  value per  share  of  Common  Stock
immediately  prior to the record date for such distribution  less
the then fair value (as determined in good faith by the Board) of
the  evidences  of  its indebtedness, cash  or  assets  or  other
distributions so distributed attributable to one share of  Common
Stock.    Such  adjustment  shall  be  made  whenever  any   such
distribution is made, and shall become effective on the  date  of
distribution retroactive to the record date for the determination
of  stockholders  entitled  to receive  such  distribution.   Any
adjustment  required by this Section 7(c) shall be made  whenever
any  such distribution is made, and shall become effective on the
date of such distribution retroactive to the record date for  the
determination   of   stockholders  entitled   to   receive   such
distribution.

     (d)   Reorganization,  Reclassification,  Consolidation   or
Merger.   If  the Company shall (i) effect any reorganization  or
reclassification  of  its capital stock or  (ii)  consolidate  or
merge  with or into, or transfer all or substantially all of  its
properties and assets to, any other person, in either case  in  a
transaction  in connection with which a Holder has not  exercised
this  Warrant, then, upon any exercise of this Warrant subsequent
to  the  consummation thereof, such Holder shall be  entitled  to
receive,  in  lieu  of  the Common Stock issuable  upon  exercise
immediately  prior  to such consummation, the highest  amount  of
stock,  other  securities or property (including cash)  to  which
such  Holder  would have been entitled upon such consummation  if
such Holder had exercised this Warrant immediately prior thereto,
<PAGE>

all subject to further adjustments thereafter as provided in this
Section  7.   In  the case of a consolidation,  merger,  sale  or
transfer   which  includes  an  election  as  to  the   kind   of
consideration to be received by the holders, and the transfer  is
not  the  same  for  each share of Common  Stock,  then  for  the
purposes of this Section the kind and amount of securities,  cash
and  other  property receivable upon such consolidation,  merger,
sale  or  transfer shall be deemed to be the kind and  amount  so
receivable per share by a plurality of the holders.

     (e)  All calculations under this Section 7 shall be made  to
the  nearest cent or to the nearest one-hundredth of a share,  as
the case may be.

     8.    No  Rights of Stockholders.  Subject to this  Warrant,
the Holder shall not be entitled to vote, to receive dividends or
subscription  rights, or to be deemed the holder of Common  Stock
or  any  other securities of the Company that may at any time  be
issuable  on  the  exercise hereof for  any  purpose,  nor  shall
anything contained herein be construed to confer upon the Holder,
as  such,  any  of  the rights of a stockholder of  the  Company,
including  without limitation any right to vote for the  election
of  directors  or  upon any matter submitted to stockholders,  to
give  or  withhold consent to any corporate action (whether  upon
any  recapitalization,  issuance of  stock,  reclassification  of
stock,  change of par value or change of stock to no  par  value,
consolidation,  merger,  conveyance, or  otherwise),  to  receive
notices,  or  otherwise,  until  the  Warrant  shall  have   been
exercised as provided herein.

     9.   Transfer of Warrant.

          9.1   Warrant  Register.  The Company will  maintain  a
register  (the  "Warrant  Register")  containing  the  names  and
addresses  of the Holder or Holders.  Any Holder of this  Warrant
or  any  portion thereof may change its address as shown  on  the
Warrant Register by written notice to the Company requesting such
change,  and the Company shall promptly make such change.   Until
this  Warrant  is  transferred on the  Warrant  Register  of  the
Company, the Company may treat the Holder as shown on the Warrant
Register  as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary.

          9.2  Exchange of Warrant Upon a Transfer.  On surrender
of this Warrant for exchange, properly endorsed on the Assignment
attached hereto and subject to the provisions of this Warrant and
with the limitations on assignments and transfers as contained in
this  Section 9, the Company at its expense shall issue to or  on
the  order of the Holder a new warrant or warrants of like tenor,
in  the  name of the Holder or as the Holder (on payment  by  the
Holder  of  any  applicable transfer taxes) may direct,  for  the
number of shares issuable upon exercise hereof.
<PAGE>
     10.  Reservation and Authorization of Common Stock.

           (a)   The Company shall at all times reserve and  keep
available  for  issuance upon the exercise of  this  Warrant  the
maximum  number of its authorized but unissued shares  of  Common
Stock  as  could  then  potentially be  required  to  permit  the
exercise  in  full  of  this and all outstanding  Warrants.   All
shares of Common Stock issuable upon exercise of any Warrant  and
payment  therefor in accordance with the terms  of  such  Warrant
shall be duly and validly issued and fully paid and nonassesable,
and not subject to or privileged with any preemptive rights.

           (b)   Before  taking any action which would  cause  an
adjustment reducing the Exercise Price below the then par  value,
if  any, of the shares of Common Stock issuable upon exercise  of
the  Warrants, the Company shall take any corporate action  which
may  be  necessary  in  order that the Company  may  validly  and
legally issue fully paid and nonassessable shares of such  Common
Stock at such adjusted Exercise Price.

     10.    Notices.   Any  notice,  request,  consent  or  other
communication required to be made hereunder shall  be  deemed  to
have been made: (a) in the case of personal delivery, on the date
of  such  delivery;  (b)  in the case of mailing,  on  the  third
business day following the date of such mailing; and (c)  in  the
case  of  facsimile  transmission, when  confirmed  by  facsimile
machine report to the parties at the following addresses:

          If to Holder:

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

               Fax:  --------------

          If to Company:

               5904 Richmond Highway
               Suite 300
               Alexandria, Virginia  22303
               Fax: 703/329-9409
<PAGE>
     11.   Legend. Neither this Warrant nor the shares of  common
stock issuable upon exercise of this Warrant have been registered
under  the  Securities  Act of 1933, as  amended,  or  under  the
securities  laws  of  any state.  Neither this  Warrant  nor  the
shares  of common stock issued upon exercise of this Warrant  may
be  sold, transferred, pledged or hypothecated in the absence  of
(i)  an effective registration statement for this Warrant or  the
shares, as the case may be, under the Securities Act of 1933,  as
amended,  and  such  registration  or  qualification  as  may  be
necessary  under  the securities laws of any state,  or  (ii)  an
opinion  of  counsel reasonably satisfactory to the Company  that
such  registration or qualification is not required. The  Company
shall  cause a certificate or certificates evidencing all or  any
of  the  shares  of  common stock issued upon  exercise  of  this
Warrant  prior  to  said registration and qualification  of  such
shares to bear the following legend:

          THE  SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT
          BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS  AMENDED, OR UNDER THE SECURITIES LAWS  OF  ANY
          STATE.  THE  SHARES MAY NOT BE SOLD,  TRANSFERRED,
          PLEDGED  OR  HYPOTHECATED IN  THE  ABSENCE  OF  AN
          EFFECTIVE   REGISTRATION   STATEMENT   UNDER   THE
          SECURITIES  ACT  OF  1933, AS  AMENDED,  AND  SUCH
          REGISTRATION OR QUALIFICATION AS MAY BE  NECESSARY
          UNDER  THE  SECURITIES LAWS OF ANY  STATE,  [OR  A
          VALID  EXEMPTION  FROM  REGISTRATION  UNDER   SUCH
          LAWS].


     (c)   Termination of Restrictions.  The legend  requirements
of  Section  11 shall terminate when either (i) the  security  in
question  shall  have  been  effectively  registered  under   the
Securities  Act  and  disposed of pursuant thereto  or  (ii)  the
Company  shall  have  received an opinion of  counsel  reasonably
satisfactory to it that such legend is not required in  order  to
insure compliance with the Securities Act.

     12.    Investment  Covenant.   The  Holder  by  his  or  her
acceptance  hereof covenants that this Warrant is and any  common
stock  issued hereunder will be acquired for investment purposes,
and that the Holder will not distribute the same in violation  of
any state or federal law or regulation.


     13.   Amendments.  The terms and provisions of this  Warrant
may  not be modified or amended, or any provisions hereof waived,
temporarily  or  permanently, except by written  consent  of  the
Company and the Holder.
<PAGE>
     14.   Certificate.   Upon  request by  the  Holder  of  this
Warrant,  the  Company shall promptly deliver to  such  holder  a
certificate executed by its President or Chief Financial  Officer
setting  forth the total number of outstanding shares of  capital
stock, convertible debt instruments and options, rights, warrants
or  other  agreements relating to the purchase  of  such  capital
stock   or  convertible  debt  instruments,  together  with   its
calculation  of  the  number of shares  remaining  available  for
issuance upon exercise of this Warrant, and a certificate of  the
accuracy of the statements set forth therein.

     15    Successors and Assigns.  This Warrant and  the  rights
and  duties  of the Holder set forth herein may be  assigned,  in
whole  or in part, by the Holder.  The obligations of the Company
evidenced  by this Warrant shall be binding upon its  successors,
but  neither this Warrant nor any of the rights or duties of  the
Company  set  forth herein shall be assigned by the  Company,  in
whole  or  in  part,  without having first received  the  written
consent of the Holder.

     16.   Governing Law.  This Warrant shall be governed by, and
construed  in  accordance with, the laws of the  Commonwealth  of
Virginia  without  regard to the principles of conflicts  of  law
thereof.
<PAGE>
     IN  WITNESS WHEREOF, the Company has caused this Warrant  to
be  executed on its behalf and under its corporate seal as of the
date  first above written by one of its duly authorized  officers
and  its  execution hereof to be attested by another of its  duly
authorized officers.

Date: March          , 2000              HADRON, INC.



                                   By:_________________________________
                                      C.W. Gilluly
                                      Chief Executive Officer






Attested:


________________________
Secretary

<PAGE>


                          ATTACHMENT A

                       NOTICE OF EXERCISE

To:  HADRON, INC. (the "Company")

      The  undersigned hereby irrevocably elects to exercise  the
right of purchase thereunder, ____________ shares of Common Stock
of  the  Company,  as provided for therein, and tenders  herewith
payment  of  the  purchase price in full  in  the  form  of  wire
transfer,   cash   or  a  check  in  the  aggregate   amount   of
$___________.  If  said number of shares shall  not  be  all  the
shares  purchasable  under  the within  Warrant,  a  new  Warrant
Certificate  is to be issued in the name of said undersigned  for
the  balance remaining of the shares purchasable thereunder  less
any fraction of a share paid in cash.

      Please issue a certificate or certificates for such  shares
of  Common  Stock  in  the name of, and  pay  any  cash  for  any
fractional share to:

               Name:______________________________
               By:________________________________
               Signature:___________________________


                           ASSIGNMENT

          (To be executed only upon assignment of Warrant)

       For  value  received,  __________________________,  hereby
sells,  assigns  and transfers unto ________________________  the
within  Warrant,  together  with all right,  title  and  interest
therein,  and  does  hereby irrevocably  constitute  and  appoint
_______________________ attorney, to transfer said Warrant on the
books   of   the  within-named  Company,  with  full   power   of
substitution of the premises.


Dated: ___________________, 20___



                             ____________________________________

                             By: ________________________________


<PAGE>
EXHIBIT B
<TABLE>
<CAPTION>

                      PURCHASER ALLOCATIONS


     INVESTORS            SHARES OF        WARRANTS TO      AGGREGATE
                         COMMON STOCK        PURCHASE       PURCHASE
                            TO BE           SHARES OF         PRICE
                        PURCHASED FROM     COMMON STOCK
                         THE COMPANY         FROM THE
                                            COMPANY

<S>                      <C>               <C>           <C>
Jon M. Stout                   261,290         235,161    $101,903.10
Patricia W. Stout and          256,410         230,769     $99,999.90
Stout Dynastic               1,128,200       1,015,380    $439,998.00
Trust
10 Maiden Bower Ct.
Potomac, MD 20854

J. Richard Knop                514,100         462,690       $200,499
2 West Washington St.
Post Office Box 978
Middleburg, VA 20118

John D. Sanders                 90,000          81,000        $35,100
2500 Virginia Ave, N.W.
Apt. 1408-S
Washington, D.C. 20037


</TABLE>
<PAGE>