Exhibit#_________
                        HADRON, INC.

                REGISTRATION RIGHTS AGREEMENT





                       March 30, 2000
                REGISTRATION RIGHTS AGREEMENT


      THIS  AGREEMENT  dated March 30, 2000,  by  and  among
Hadron, Inc., a New York corporation (the "Company"), Jon M.
Stout  ("Stout"),  Patricia W. Stout ("Mrs.  Stout"),  Stout
Dynastic  Trust ("Stout Trust") and J. Richard Knop ("Knop")
(Stout,  Mrs.  Stout, Stout Trust and Knop  being  each,  an
"Investor"  and  collectively,  the  "Investors")  and   the
persons  designated as Other Holders on the signature  pages
hereto (each, an "Other Holder" and collectively, the "Other
Holders").

      WHEREAS, the Company, the Investors and certain of the
Other  Holders  are simultaneously entering into  a  certain
Securities  Purchase Agreement, dated as of the date  hereof
(the  "Purchase  Agreement"),  whereby  the  Investors  have
agreed  to  purchase shares of common stock, par value  $.02
per share, of the Company (" Common Stock"), and warrants to
purchase   additional  shares  of  Common  Stock  ("Purchase
Warrants"); and

       WHEREAS,  the  execution  of  this  Agreement  is  an
inducement and a condition precedent to the purchase by  the
Investors  of Common Stock and Purchase Warrants  under  the
Purchase Agreement.

     NOW, THEREFORE, in consideration of the premises, as an
inducement  to the Investors to consummate the  transactions
contemplated by the Purchase Agreement, and for  other  good
and  valuable consideration, the receipt and sufficiency  of
which is hereby acknowledged, the Company, the Investors and
the  Other Holders hereby covenant and agree with each other
as follows:

     1.   Certain Definitions.  As used in this Agreement, the
following   terms   shall  have  the  following   respective
meanings:

           "Board of Directors" means the Board of Directors
of the Company.

            "Commission"   shall  mean  the  United   States
Securities  and  Exchange Commission, or any  other  federal
agency at the time administering the Securities Act and  the
Exchange Act.

           "Common  Stock" shall mean the Common Stock,  par
value   $.02  per  share,  of  the  Company  and  any  other
securities  into  which or for which any of  the  securities
described above may be converted or exchanged pursuant to  a
plan  of  recapitalization, reorganization, merger, sale  of
assets or otherwise.

           "Company"  shall  refer to the  Company  and  any
successor or successors thereto.

           "Exchange Act" shall mean the Securities Exchange
Act  of  1934, as amended, or any similar successor  federal
statute,  and  the rules and regulations of  the  Commission
thereunder, all as the same shall be in effect at the time.

           "Majority Interest" means the holders of not less
than  a  majority in interest in the outstanding Registrable
Securities held by all of the referenced class.

           "Person" shall mean an individual, a corporation,
a  partnership,  a joint venture, a trust, an unincorporated
organization, a limited liability company or partnership,  a
government and any agency or political subdivision thereof.

          "Registrable Securities" shall mean (i) any shares
of  Common Stock  purchased by the Investors pursuant to the
Purchase Agreement or received by the Investors, or  subject
to  acquisition  by any Investor upon the  exercise  of  the
Purchase Warrants (it being understood that for purposes  of
this Agreement, an Investor will be deemed to be a holder of
Registrable Securities whenever such Person has the right to
then  acquire  or  obtain from the Company  any  Registrable
Securities,  whether  or not such acquisition  has  actually
been  effected); (ii) any shares of Common Stock   purchased
by  the  Other  Holders pursuant to the Purchase  Agreement,
owned  by  Other Holders on the Closing Date of the Purchase
Agreement  or received by the Other Holders, or  subject  to
acquisition  by any Other Holders upon the exercise  of  the
Purchase Warrants (it being understood that for purposes  of
this  Agreement,  an Other Holder will be  deemed  to  be  a
holder  of  Registrable Securities whenever such Person  has
the  right  to then acquire or obtain from the  Company  any
Registrable Securities, whether or not such acquisition  has
actually  been  effected); and (iii)  any  other  securities
issued   and  issuable  with  respect  to  any  such  shares
described  in clause (i) and (ii) above by way  of  a  stock
dividend  or stock split or in connection with a combination
of  shares, recapitalization, merger, consolidation or other
reorganization;   provided,  however,  that  notwithstanding
anything  to  the  contrary contained  herein,  "Registrable
Securities" shall not at any time include any securities (i)
registered  and  sold pursuant to the Securities  Act,  (ii)
sold  to  the public pursuant to Rule 144 promulgated  under
the  Securities  Act or (iii) which could then  be  sold  in
their entirety pursuant to Rule 144(k) without limitation or
restriction.

          "Registration Expenses" shall mean the expenses so
described in Section 5 hereof.

           "Securities Act" shall mean the Securities Act of
1933,  as amended, or any similar successor federal statute,
and  the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time.

     2.   Demand Registration.

        (a)  At any time after the date of this Agreement, a
Majority  Interest of the Investors may notify  the  Company
that  they intend to offer or cause to be offered for public
sale  all or any portion of their Registrable Securities  in
the  manner specified in such request.  Upon receipt of such
request, the Company shall promptly deliver notice  of  such
request  to  all Persons holding Registrable Securities  and
who  shall then have thirty (30) days to notify the  Company
in   writing  of  their  desire  to  be  included  in   such
registration.  If the request for registration  contemplates
an  underwritten  public offering, the Company  shall  state
such  in the written notice and in such event, the right  of
any  Person  to  participate in such registration  shall  be
conditioned  upon  their participation in such  underwritten
public  offering  and  the inclusion  of  their  Registrable
Securities in the underwritten public offering to the extent
provided  herein.  The Company will use its reasonable  best
efforts  to  expeditiously effect the  registration  of  all
Registrable  Securities whose holders request  participation
in  such registration under the Securities Act and qualified
for  sale  under any state blue sky law; provided,  however,
that   the   Company  shall  not  be  required   to   effect
registration pursuant to a request under this Section 2 more
than  one  (1)  time  for  the holders  of  the  Registrable
Securities  as  a  group.  Notwithstanding anything  to  the
contrary contained herein, no request may be made under this
Section  2 within ninety (90) days after the effective  date
of a registration statement filed by the Company covering  a
firm  commitment underwritten public offering.  The  Company
may   postpone  the  filing  or  the  effectiveness  of  any
registration  statement pursuant to this  Section  2  for  a
reasonable  time  period, provided that  such  postponements
shall  not  exceed ninety (90) days in the aggregate  during
any  twelve (12) month period, if (i) the Company  has  been
advised  by  legal counsel that such filing or effectiveness
would   require   disclosure  of   a   material   financing,
acquisition or other corporate transaction, and the Board of
Directors of the Company determines in good faith that  such
disclosure  is not in the best interests of the Company  and
its  stockholders  or  (ii) the Board of  Directors  of  the
Company  determines  in good faith that  there  is  a  valid
business   purpose   or  reason  for  delaying   filing   or
effectiveness (which period may be extended an additional 30
days if such deferral will materially reduce the expenses of
such registration due to the elimination of the need for any
special  audits  to  be  performed in connection  with  such
registration).  A registration will not count as a requested
registration  under this Section 2(a) until the registration
statement  relating to such registration has  been  declared
effective by the Commission at the request of the initiating
holders;  provided, however, that if a majority in  interest
of   the   participating  Investors   holding    Registrable
Securities  shall  request,  in writing,  that  the  Company
withdraw a registration statement which has been filed under
this  Section  2(a) but not yet been declared  effective,  a
majority  in  interest  of  such  Investors  may  thereafter
request   the   Company  to  reinstate   such   Registration
Statement, if permitted under the Securities Act, or to file
another  registration  statement,  in  accordance  with  the
procedures set forth herein; provided however, that  if  the
withdrawal  and  filing  of another  registration  statement
materially  increases the total expenses anticipated  to  be
incurred  with  respect to the withdrawn  registration,  the
Investors   shall  share  equally  with  the  Company   such
increased expenses.

   (b)  If a requested registration involves an underwritten
public offering and the managing underwriter of such
offering determines in good faith that the number of
securities sought to be offered should be limited due to
market conditions, then the number of securities to be
included in such underwritten public offering shall be
reduced to a number deemed satisfactory by such managing
underwriter, provided that the shares to be excluded shall
be determined in the following sequence:  (i) first,
securities held by any other Persons (other than the
Investors or Other Holders holding Registrable Securities)
not having registration rights or having contractual,
incidental "piggy back" right to include such securities in
the registration statement, (ii) second, shares sought to be
registered by the Company, (iii) third, Registrable
Securities of holders (other than Investors and Other
Holders) who did not make the original request for
registration, and (iv) fourth, Registrable Securities of
holders who requested such registration pursuant to
Section 2(a), it being understood that no shares shall be
registered for the account of the Company or any shareholder
other than the Investors or Other Holders unless all
Registrable Securities for which Investors and Other Holders
have requested registration have been registered.  If there
is a reduction of the number of Registrable Securities
pursuant to clauses (i), (iii) or (iv), such reduction shall
be made on a pro rata basis (based upon the aggregate number
of shares of Common Stock or Registrable Securities held by
the holders in each tranche and subject to the priorities
set forth in the preceding sentence).

    (c)  With respect to a request for registration pursuant to
Section 2(a) which is for an underwritten public offering,
the managing underwriter shall be chosen by the Investors
holding not less than a  Majority Interest of the
Registrable Securities to be sold in such offering, subject
to the Company's consent, which such consent shall not be
unreasonably withheld.  The Company may not cause any other
registration of securities for sale for its own account
(other than a registration effected solely to implement an
employee benefit plan or a transaction to which Rule 145 of
the Securities Act is applicable) to become effective within
one hundred eighty (180) days following the effective date
of any registration required pursuant to this Section 2 or
such lesser period as may be consented to by the managing
underwriter.

     3.   Piggyback Registration.  If the Company at any time
proposes  to  register  any of its Common  Stock  under  the
Securities Act for sale to the public (including pursuant to
a  demand  under  Section 2 hereof as provided  therein  and
except with respect to registration statements on Forms S-4,
S-8  or any successor form or another form not available for
registering  the  Registrable Securities  for  sale  to  the
public), each such time it will give written notice  at  the
applicable  address of record to each holder of  Registrable
Securities  of  its intention to do so.   Upon  the  written
request  of  any  Investor  holding Registrable  Securities,
given  within thirty (30) days after receipt by such  Person
of  such  notice, the Company will, subject  to  the  limits
contained in this Section 3, use its reasonable best efforts
to  cause  all such Registrable Securities of any requesting
holders  to  be  registered under  the  Securities  Act  and
qualified for sale under any state blue sky law, all to  the
extent required to permit such sale or other disposition  of
said Registrable Securities; provided, however, that if  the
Company  is advised in writing in good faith by any managing
underwriter of the Company's securities being offered  in  a
public offering pursuant to such registration statement that
the  amount  to  be sold by persons other than  the  Company
(collectively, "Selling Stockholders") is greater  than  the
amount which can be offered without adversely affecting  the
offering, the Company may reduce the amount offered for  the
accounts of Selling Stockholders (including such holders  of
shares   of  Registrable  Securities)  to  a  number  deemed
satisfactory  by  such  managing underwriter;  and  provided
further,  that the shares to be excluded shall be determined
in  the  following sequence:  (i) first, securities held  by
any  Persons  not  having  any such contractual,  incidental
registration  rights, (ii) second, securities  held  by  any
Persons  having contractual, incidental registration  rights
pursuant to an agreement which is not this Agreement,  (iii)
third,  in  a registration requested pursuant to Section  2,
all  Registrable  Securities other than those  held  by  the
participating Investors and Other Holders and  (iv)  fourth,
the   Registrable  Securities  sought  to  be  included   by
participating   Investors  and  Other   Holders   requesting
registration,  pari pasu in accordance with  the  amount  of
Registrable  Securities sought to be included by  each  such
holder.

    4.   Registration Procedures.  If and whenever the Company
is required by the provisions of this Agreement to use its
reasonable best efforts to effect the registration of any of
its securities under the Securities Act, the Company will,
as expeditiously as possible:

  (a)  use its reasonable best efforts diligently to prepare
and file with the Commission a registration statement on the
appropriate  form under the Securities Act with  respect  to
such  securities, which registration statement shall  comply
as to form in all material respects with the requirements of
the  applicable  form  and include all financial  statements
required  by the Commission to be filed therewith,  and  use
its  reasonable  best  efforts to  cause  such  registration
statement to become and remain effective until completion of
the  proposed  offering (but not for more than  one  hundred
eighty (180) days);

 (b)  prepare and file with the Commission such amendments
and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary
to keep such registration statement effective until the
completion of the offering (but not for more than one
hundred eighty (180) days) and to comply with the provisions
of the Securities Act with respect to the sale or other
disposition of all securities covered by such registration
statement whenever the seller or sellers of such securities
shall desire to sell or otherwise dispose of the same, but
only to the extent provided in this Agreement;

 (c)  furnish to each selling holder and the underwriters, if
any, such number of copies of such registration statement,
any amendments thereto, any documents incorporated by
reference therein, the prospectus, including a preliminary
prospectus, in conformity with the requirements of the
Securities Act, and such other documents as such selling
holder may reasonably request in order to facilitate the
public sale or other disposition of the securities owned by
such selling holder;

 (d)  use its reasonable best efforts to register or qualify
the securities covered by such registration statement under
and to the extent required by such other securities or state
blue sky laws of such jurisdictions as each selling holder
shall reasonably request, and do any and all other acts and
things which may be necessary under such securities or blue
sky laws to enable such selling holder to consummate the
public sale or other disposition in such jurisdictions of
the securities owned by such selling holder, except that the
Company shall not for any such purpose be required to
qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified;

 (e)  within a reasonable time before each filing of the
registration statement or prospectus or amendments or
supplements thereto with the Commission, furnish to counsel
selected in the manner set forth in Section 5 below by the
holders of Registrable Securities, copies of such documents
proposed to be filed, and use its reasonable best efforts to
incorporate comments;

 (f)  promptly notify each selling holder of Registrable
Securities, such selling holders' counsel selected in this
manner set forth in Section 5 below and any underwriter and
(if requested by any such Person) confirm such notice in
writing, of the happening of any event which makes any
statement made in the registration statement or related
prospectus untrue or which requires the making of any
changes in such registration statement or prospectus so that
they will not contain any untrue statement of a material
fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein
in the light of the circumstances under which they were made
not misleading; and, as promptly as practicable thereafter,
prepare and file with the Commission and furnish a
supplement or amendment to such prospectus so that, as
thereafter deliverable to the purchasers of such Registrable
Securities, such prospectus will not contain any untrue
statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not
misleading;

 (g)  use its reasonable best efforts to prevent the issuance
of any order suspending the effectiveness of a registration
statement, and if one is issued use its reasonable best
efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement at the earliest
possible moment;

 (h)  if reasonably requested by the managing underwriter or
underwriters (if any), any selling holder, or such selling
holder's counsel, promptly incorporate in a prospectus
supplement or post-effective amendment such information as
such Person requests to be included therein with respect to
the selling holder or the securities being sold, including,
without limitation, with respect to the securities being
sold by such selling holder to such underwriter or
underwriters, the purchase price being paid therefor by such
underwriter or underwriters and with respect to any other
terms of an underwritten offering of the securities to be
sold in such offering, and promptly make all required
filings of such prospectus supplement or post-effective
amendment;

 (i)  make available to each selling holder, any underwriter
participating in any disposition pursuant to a registration
statement, and any attorney, accountant or other agent or
representative retained by any such selling holder or
underwriter (collectively, the "Inspectors"), all financial
and other records, pertinent corporate documents and
properties of the Company (collectively, the "Records"), as
shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information
reasonably requested by any such Inspector in connection
with such registration statement subject, in each case, to
such confidentiality agreements as the Company shall
reasonably request;

 (j)  enter into any reasonable underwriting agreement
required by the proposed underwriter(s) for the selling
holders, if any, and use its reasonable best efforts to
facilitate the public offering of the securities;

 (k)  request that each prospective selling holder be
furnished a signed counterpart, addressed to the prospective
selling holder, of (i) an opinion of counsel for the
Company, dated the effective date of the registration
statement, and (ii) if and to the extent permitted by
applicable professional standards, a "comfort" letter signed
by the independent public accountants who have certified the
Company's financial statements included in the registration
statement, covering substantially the same matters with
respect to the registration statement (and the prospectus
included therein) and (in the case of the accountants'
letter) with respect to events subsequent to the date of the
financial statements, as are customarily covered (at the
time of such registration) in opinions of the Company's
counsel and in accountants' letters delivered to the
underwriters in underwritten public offerings of securities;

 (l)  use its reasonable best efforts to cause the securities
covered by such registration statement to be listed on the
securities exchange or quoted on the quotation system on
which the Common Stock is then listed or quoted;

 (m)  otherwise use its reasonable best efforts to comply
with all applicable rules and regulations of the Commission
and make generally available to its security holders, in
each case as soon as practicable, but not later than  90
days after the close of the period covered thereby, an
earnings statement of the Company which will satisfy the
provisions of Section 11(a) of the Securities Act and Rule
158 thereunder (or any comparable successor provisions); and

 (n)  otherwise cooperate with the underwriter(s), the
Commission and other regulatory agencies and take all
reasonable actions and execute and deliver or cause to be
executed and delivered all documents reasonably necessary to
effect the registration of any securities under this
Agreement.

     5.   Expenses.  All reasonable expenses incurred by the
Company  and  the  Investors in effecting the  registrations
provided  for  in  Sections  2  and  3,  including,  without
limitation,  all  registration  and  filing  fees,  printing
expenses, fees and disbursements of counsel for the  Company
and  one  counsel for the selling stockholders  as  a  group
(selected by a majority in interest of the Investor  holders
of   Registrable   Securities   who   participate   in   the
registration),  underwriting  expenses  (other  than   fees,
commissions  or discounts), expenses of any audits  incident
to  or  required  by any such registration and  expenses  of
complying  with  the  securities or blue  sky  laws  of  any
jurisdictions pursuant to Section 4(d) hereof (all  of  such
expenses  referred to as "Registration Expenses"), shall  be
paid by the Company except as expressly provided herein.

    6.   Indemnification.
       (a)  Except to the extent indemnification is provided
pursuant to section 6(b) hereof, the Company shall indemnify
and   hold   harmless  the  selling  holder  of  Registrable
Securities,  each underwriter (as defined in the  Securities
Act), and each other Person who participates in the offering
of  such  securities  and each other  Person,  if  any,  who
controls  (within  the meaning of the Securities  Act)  such
seller,  underwriter  or participating Person  (individually
and  collectively,  the "Indemnified  Person")  against  any
losses,  claims,  damages or liabilities (collectively,  the
"liability"),  joint or several, to which  such  Indemnified
Person  may become subject under the Securities Act  or  any
other  statute  or at common law, insofar as such  liability
(or  action  in respect thereof) arises out of or  is  based
upon (i) any untrue statement or alleged untrue statement of
any  material fact contained, on the effective date thereof,
in  any  registration statement under which such  securities
were  registered  under the Securities Act, any  preliminary
prospectus  or  final prospectus contained therein,  or  any
amendment  or  supplement thereto, or (ii) any  omission  or
alleged  omission to state therein a material fact  required
to  be  stated  therein or necessary to make the  statements
therein  not  misleading.  Except as otherwise  provided  in
Section   6(d),  the  Company  shall  reimburse  each   such
Indemnified  Person  in  connection  with  investigating  or
defending any such liability as expenses in connection  with
the  same are incurred; provided, however, that the  Company
shall  not be liable to any Indemnified Person in  any  such
case to the extent that any such liability arises out of  or
is  based  upon  any  untrue  statement  or  alleged  untrue
statement  or  omission  or alleged omission  made  in  such
registration statement, preliminary or final prospectus,  or
amendment  or  supplement thereto in reliance  upon  and  in
conformity  with  information furnished in  writing  to  the
Company by such Indemnified Person or his agent or attorneys
specifically for use therein; and provided further, that the
Company  shall not be required to indemnify any  Indemnified
Person  against  any liability arising from  any  untrue  or
misleading   statement   or  omission   contained   in   any
preliminary  prospectus if such deficiency is  corrected  in
the  final prospectus or for any liability which arises  out
of  the failure of any Indemnified Person to deliver a final
prospectus as required by the Securities Act.

    (b)  Except to the extent any liability results from the
Company's failure to incorporate any information or comments
furnished by a selling holder or his counsel, each selling
holder of any securities included in such registration being
effected shall indemnify and hold harmless each other
selling holder of any securities, the Company, its directors
and officers, each underwriter and each other Person, if
any, who controls the Company or such underwriter
(individually and collectively also the "Indemnified
Person"), against any liability, joint or several, to which
any such Indemnified Person may become subject under the
Securities Act or any other statute or at common law,
insofar as such liability (or actions in respect thereof)
arises out of or is based upon (i) any untrue statement or
alleged untrue statement of any material fact contained, on
the effective date thereof, in any registration statement
under which securities were registered under the Securities
Act at the request of such selling holder or his agent or
attorney, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto,
or (ii) any omission or alleged omission by such selling
holder to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading, in the case of (i) and (ii) to the extent,
but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was
made in such registration statement, preliminary or final
prospectus, amendment or supplement thereto in reliance upon
and in conformity with information furnished in writing to
the Company by such selling holder or his agent or attorney
specifically for use therein.  Such selling holder shall
reimburse any Indemnified Person for any legal fees incurred
in investigating or defending any such liability; provided,
however, that such selling holder's obligations hereunder
shall be limited to an amount equal to the proceeds to such
selling holder of the securities sold in any such
registration.

     (c)  Indemnification similar to that specified in Sections
6(a) and (b) shall be given by the Company and each selling
holder (with such modifications as may be appropriate) with
respect to any required registration or other qualification
of their securities under any federal or state law or
regulation of governmental authority other than the
Securities Act.

     (d)  If the indemnification provided for in this Section 6
for any reason is held by a court of competent jurisdiction
to be unavailable to an indemnified party in respect of any
losses, claims, damages, expenses or liabilities referred to
therein, then each indemnifying party under this Section 6,
in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims,
damages, expenses or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by
the Company, the selling holders and the underwriters from
the offering of the Registrable Securities or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company, the
other selling holders and the underwriters in connection
with the statements or omissions which resulted in such
losses, claims, damages, expenses or liabilities, as well as
any other relevant equitable considerations.  The relative
benefits received by the Company, the selling holders and
the underwriters shall be deemed to be in the same
respective proportions that the net proceeds from the
offering (before deducting expenses) received by the Company
and the selling holders and the underwriting discount
received by the underwriters, in each case as set forth in
the table on the cover page of the applicable prospectus,
bear to the aggregate public offering price of the
Registrable Securities.  The relative fault of the Company,
the selling holders and the underwriters shall be determined
by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to
information supplied by the Company, the selling holders or
the underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct
or prevent such statement or omission.

            The   Company,  the  selling  holders  and   the
underwriters  agree that it would not be just and  equitable
if  contribution pursuant to this Section 6 were  determined
by  pro rata or per capita allocation or by any other method
of  allocation which does not take account of the  equitable
considerations  referred  to in  the  immediately  preceding
paragraph.  In no event, however, shall a selling holder  be
required to contribute any amount under this Section 6(d) in
excess of the lesser of (i) that proportion of the total  of
such  losses,  claims,  damages or  liabilities  indemnified
against  equal  to  the proportion of the total  Registrable
Securities sold under such registration statement which  are
being  sold  by  such selling holder or  (ii)  the  proceeds
received by such selling holder from its sale of Registrable
Securities  under  such registration statement.   No  person
found  guilty  of fraudulent misrepresentation  (within  the
meaning  of  Section 11(f) of the Securities Act)  shall  be
entitled  to contribution from any person who was not  found
guilty of such fraudulent misrepresentation.

   7.   Compliance with Rule 144.  For so long as the Company
(i) has a class of securities registered under Section 12 of
the  Exchange Act or (ii) is required to file reports  under
Section  13  or 15(d) of the Exchange Act, the Company  will
use  its  best  efforts  to file with  the  Commission  such
information  as is required under the Exchange  Act  for  so
long as there are holders of Registrable Securities; and  in
such  event,  the  Company  shall use  its  reasonable  best
efforts to take all action as may be required as a condition
to the availability of Rule 144 under the Securities Act (or
any  comparable successor rules).  The Company shall furnish
to  any  holder  of Registrable Securities  upon  request  a
written statement executed by the Company as to the steps it
has  taken  to  comply with the current  public  information
requirement  of  Rule  144  (or  such  comparable  successor
rules).  Subject to the limitations on transfers imposed  by
this  Agreement,  the Company shall use its reasonable  best
efforts  to facilitate and expedite transfers of Registrable
Securities  pursuant to Rule 144 under the  Securities  Act,
which  efforts shall include timely notice to  its  transfer
agent to expedite such transfers of Registrable Securities.

   8.   Amendments.  The provisions of this Agreement may be
amended, and the Company may take any action herein
prohibited or omit to perform any act herein required to be
performed by it, only with the written consent of the
Company, a Majority Interest of the Investors and a Majority
Interest of the Other Holders.

   9.   Market Stand-Off.  Each Investor and Other Holder
agrees, if requested by the Company and an underwriter of
Registrable Securities of the Company in connection with any
public offering of the Company and if executive officers,
directors and all other holders of 5% of the Company's
Common Stock so agree, not to sell or otherwise transfer or
dispose of any shares held by such Investor or Other Holder
for such period, not to exceed ninety (90) days following
the effective date of the relevant registration statement in
connection with any public offering of Registrable
Securities, as such underwriter shall specify reasonably and
in good faith.

  10.  Transferability of Registration Rights.  The
registration rights set forth in this Agreement are
transferable to each permitted transferee of the Registrable
Securities provided that: (a) the Company is given written
notice specifying the name, address, and number of
Registrable Securities being transferred, (b) the transfer
involves the lesser of all of the Registrable Securities
held by Transferor or at least 450,000 shares, (c) the
notice of transfer is accompanied by either (i) a written
opinion of legal counsel who shall be reasonably
satisfactory to the Company addressed to the Company and
reasonably satisfactory in form and substance to the
Company's counsel to the effect that the proposed transfer
may be effected without registration under the Act, or (ii)
a "no action" letter from the Commission to the effect that
the proposed transfer without registration will not result
in a recommendation by the staff of the Commission that
action to be taken with respect thereto; and provided
further that each subsequent holder of Registrable
Securities must consent in writing to be bound by the terms
and conditions of this Agreement in order to acquire the
rights granted pursuant to this Agreement.  Notwithstanding
the foregoing, the registration rights set forth in this
agreement shall automatically transfer to and be binding
upon any transferee of Purchasers or Other Holders as a
result of a gift or bequest of Registrable Securities by
such transferor.

  11.  Rights Which May Be Granted to Subsequent Investors.
Other than permitted transferees of Registrable Securities
under Section 10 hereof, the Company shall not, without the
prior written consent of a Majority Interest of the
Investors, (a) allow purchasers of the Company's securities
to become a party to this Agreement or (b) grant any other
registration rights to any third parties other than
subordinate piggyback registration rights.

  12.  Damages.  The Company recognizes and agrees that each
holder of Registrable Securities will not have an adequate
remedy if the Company fails to comply with the terms and
provisions of this Agreement and that damages will not be
readily ascertainable, and the Company expressly agrees
that, in the event of such failure, it shall not oppose an
application by any holder of Registrable Securities or any
other Person entitled to the benefits of this Agreement
requiring specific performance of any and all provisions
hereof or enjoining the Company from continuing to commit
any such breach of this Agreement.

  13.  Miscellaneous.
    (a)  All notices, requests, demands and other communications
provided  for hereunder shall be in writing and  mailed  (by
first  class registered or certified mail, postage prepaid),
telegraphed,  sent by express overnight courier  service  or
electronic facsimile transmission (with a copy by mail),  or
delivered to the applicable party at the addresses indicated
below:

     If to the Company:

     Hadron, Inc.
     5904 Richmond Highway, Suite 300
     Alexandria, Virginia  22303

     Attn:  President

     With copy to Company's counsel

     If to the Investors:

     Jon M. Stout
     10 Maiden Bower Court
     Potomac, MD  20854

     If to any other holder of Registrable Securities:

At  such  Person's address for notice as set  forth  in  the
books  and  records of the Company, or, as to  each  of  the
foregoing,  at such other address as shall be designated  by
such  Person in a written notice to other parties  complying
as  to delivery with the terms of this subsection (a).   All
such  notices,  requests, demands and  other  communications
shall,  when  mailed, telegraphed or sent, respectively,  be
effective (i) two days after being deposited in the mails or
(ii) one day after being delivered to the telegraph company,
deposited with the express overnight courier service or sent
by    electronic   facsimile   transmission,   respectively,
addressed as aforesaid.

   (b)  This Agreement shall be governed by and construed in
accordance  with the laws of  the Commonwealth of  Virginia,
without   giving  effect  to  conflict  of  laws  principles
thereof.

   (c)  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.

   (d)  If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality,
invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of
this Agreement, and this Agreement shall be carried out as
if any such illegal, invalid or unenforceable provision were
not contained herein.

     14.  Dispute Resolution.  Except as provided below, any
dispute arising out of or relating to this Agreement or  the
breach,  termination  or validity hereof  shall  be  finally
settled  by  binding arbitration conducted expeditiously  in
accordance   with   the   J.A.M.S./Endispute   Comprehensive
Arbitration  Rules  and Procedures (the  "J.A.M.S.  Rules").
The  arbitration  shall be governed  by  the  United  States
Arbitration  Act,  9  U.S.C. 1-16,  and  judgment  upon  the
award  rendered  by the arbitrators may be  entered  by  any
court having jurisdiction thereof.  The place of arbitration
shall be  the Metropolitan Area of Washington, D.C.

      Such  proceedings shall be administered by the neutral
arbitrator in accordance with the J.A.M.S. Rules  as  he/she
deems appropriate, however, such proceedings shall be guided
by the following agreed upon procedures:

                (i)   mandatory  exchange  of  all  relevant
documents, to be accomplished within forty-five (45) days of
the initiation of the procedure;

               (ii)      no other discovery;

              (iii)       hearings  before  the   neutral
arbitrator which shall consist of a summary presentation  by
each side of not more than three (3) hours; such hearings to
take place on one or two days at a maximum; and

               (iv)  decision to be rendered not more  than
ten (10) days following such hearings.

      Notwithstanding  anything to  the  contrary  contained
herein,  the provisions of this Section 14 shall  not  apply
with regard to any equitable remedies to which any party may
be entitled hereunder.

      Each  of  the  parties hereto (a)  hereby  irrevocably
submits  to  the jurisdiction of any United States  District
Court of competent jurisdiction for the purpose of enforcing
the  award  or decision in any such proceeding,  (b)  hereby
waives,  and  agrees not to assert, by way of motion,  as  a
defense,   or  otherwise,  in  any  such  suit,  action   or
proceeding,  any claim that it is not subject personally  to
the   jurisdiction  of  the  above-named  courts,  that  its
property  is  exempt or immune from attachment or  execution
(except  as  protected by applicable law),  that  the  suit,
action  or  proceeding is brought in an inconvenient  forum,
that the venue of the suit, action or proceeding is improper
or  that this Agreement or the subject matter hereof may not
be  enforced  in  or  by such court, and hereby  waives  and
agrees  not  to seek any review by any court  of  any  other
jurisdiction  which  may  be  called  upon   to   grant   an
enforcement of the judgment of any such court.  Each of  the
parties  hereto  hereby consents to service  of  process  by
registered mail at the address to which notices  are  to  be
given.   Each of the parties hereto agrees that its  or  his
submission to jurisdiction and its or his consent to service
of  process by mail is made for the express benefit  of  the
other  parties  hereto.  Final judgment  against  any  party
hereto  in  any  such  action, suit  or  proceeding  may  be
enforced   in  other  jurisdictions  by  suit,   action   or
proceeding on the judgment, or in any other manner  provided
by or pursuant to the laws of such other jurisdiction.



        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed as of the
date first set forth above.


THE COMPANY:                       INVESTORS:

HADRON, INC.


By    /S/ C.W. GILLULY             /S/ JON M. STOUT
     -----------------             ----------------------
     C. W. Gilluly,                Jon M. Stout
     Chairman and CEO

                                   /S/ PATRICIA W. STOUT
                                   ----------------------
                                   Patricia W. Stout


                                   Stout Dynastic Trust

                                   /S/ JON M. STOUT
                                   ----------------------
                                   By Jon M. Stout, Trustee

                                   /S/ J. RICHARD KNOP
                                   ----------------------
                                   J. Richard Knop


THE OTHER HOLDERS:

/S/ C.W. GILLULY                        /S/ AMBER GORDON
-------------------------               ------------------------
C. W. Gilluly                           S. Amber Gordon


/S. JOHN D. SANDERS                     /S/ ROBERT J. LYNCH
-------------------------               ------------------------
John D. Sanders                         Robert J. Lynch


/S/ GEORGE E. FOWLER                    /S/ DONALD E. JEWELL
-------------------------              -------------------------
George E. Fowler                        Donald E. Jewell


BOLES KNOP AFFILIATES

/S/ JACK BOLES                          /S/ JEFF RUBIN
-------------------------              -------------------------
Jack Boles                              Jeff Rubin

/S/ J. RICHARD KNOP                     /S/ JONATHAN CATHERWOOD
-------------------------              -------------------------
J. Richard Knop                         Jonathan Catherwood

/S/ RICHARD MILLER                      /S/ BOB WRIGHT
-------------------------              -------------------------
Richard Miller                          Bob Wright

/S/ SUSAN WRIGHT
-------------------------
Susan Wright