Exhibit 10.22


                              PROFESSIONAL SERVICES
                                    AGREEMENT

     THIS  AGREEMENT,  made  January  1, 2002,  by and  between  Cecile  Barker,
("Consultant"),  and OAO  Technology  Solutions,  Inc.,  ("OAOT")  7500 Greenway
Center Drive, 16th Floor, Greenbelt, Maryland 20770.

WITNESSETH

     WHEREAS  OAOT and  Consultant  desire to enter  into an  Agreement  for the
performance by Consultant of Professional Services in connection with activities
of OAOT.

     NOW, THEREFORE, in consideration of the mutual promises herein, the parties
agree as follows:

1.   RETAINER-TERM.  This  Agreement is made with  Consultant as an  independent
     contractor and not as an employee of OAOT.  OAOT hereby retains  Consultant
     and Consultant agrees to perform  Professional  Services for OAOT in aid of
     its business,  mission and strategic plans, commencing on or about November
     1, 2001 for successive one (1) year terms, unless terminated sooner.

2.   PAYMENT.  OAOT shall pay  Consultant  at the rate of $10,000  per month and
     reimburse expenses, submitted to and approved by OAOT.

3.   PROFESSIONAL STANDARDS. Consultant agrees that the work performed hereunder
     will  represent  his best  efforts and will be of the highest  professional
     standards and quality.

4.   CONFLICT OF  INTEREST.  Consultant  shall not  actively  participate  in or
     indirectly  assist efforts of other OAOT's which are  competitive  with the
     efforts of OAOT relative to this Agreement,  or which would  compromise the
     value of Consultant's services under this Agreement. Should such a conflict
     of interest arise during the  performance of services under this Agreement,
     Consultant shall inform OAOT immediately.

5.   RISK OF LOSS.  Consultant assumes all risk of personal injury, and all risk
     or damage to or loss of personal property furnished by him.

6.   PRIVILEGED  OR  PROPRIETARY  INFORMATION.  Except as may be required in the
     performance of the work,  Consultant  agrees not to divulge any unpublished
     information  acquired by him as a  Consultant  from any  source,  including
     OAOT,  its customers and  associates  or other  parties,  without the prior
     written consent of OAOT.

7.   TERMINATION.  The performance of work hereunder may be terminated by either
     party by  providing  two (2) weeks  notice  prior to the  intended  date of
     termination.  OAOT shall be liable for payment for acceptable  services and
     authorized  expenses  rendered up to and including  the  effective  date of
     termination.


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8.   NON-COMPETE. During the performance of this Agreement, and for one (1) year
     after  termination  hereof,  Consultant shall not: (i) induce or attempt to
     induce any of OAOT's  clients or  employees  that have been  introduced  to
     Consultant in the performance of this Agreement to reduce its business with
     OAOT,  or (ii)  divert or attempt to divert  any  business  related to this
     Agreement  and  reasonably  within the scope of OAOT's  contracts  with its
     clients.  Any violation of this covenant shall be deemed  sufficient  cause
     for termination of  Consultant's  Agreement by OAOT, in addition to any and
     all remedies of law, the right to an  injunction,  specific  performance or
     other equitable relief to prevent the violation of Consultant's obligations
     hereunder and the right to collect from  Consultant  all costs and expenses
     (including  reasonable attorney's fees) incurred by OAOT in connection with
     enforcing its rights and remedies hereunder. This clause shall not apply to
     any of Consultant's preexisting contracts.

9.   EMPLOYER/EMPLOYEE  RELATIONSHIP.  It is understood and  acknowledged by the
     parties that the execution hereof and the performance of services hereunder
     by Consultant is not intended to create and shall not be deemed to create a
     relationship of  employer/employee,  but that Consultant shall at all times
     be an independent contractor.

10.  INDEMNIFICATION.  Each party shall indemnify,  hold harmless and defend the
     other party,  its agents,  servants,  and  employees,  from and against any
     claim,  demand, or cause of action arising out of or through the negligence
     of  the  offending  party,  its  agents,  servants,  or  employees,  in the
     performance of services under this Agreement.

11.  RECORDS AND REPORTS.  Consultant agrees to keep separate written reports in
     reasonable detail of work performed by it pursuant to this Agreement.

12.  COMPLIANCE  WITH LAWS AND  REGULATIONS.  Consultant  agrees at all times to
     comply with all applicable Federal, State and local laws, and regulations.

13.  ASSIGNMENT.  Consultant  may not assign or further  subcontract  any of the
     services to be performed without the prior written consent of OAOT.

14.  ENTIRE AGREEMENT.  This Agreement and its attachments constitute the entire
     Agreement of the parties hereto,  and all previous  communications  between
     the parties,  whether  written or oral with reference to the subject matter
     of this  Agreement,  are hereby  canceled  and  superseded.  Any changes or
     amendments  to this  Agreement  shall be done in writing and signed by both
     parties.  This  Agreement  is subject to the  jurisdiction  of the State of
     Maryland,  and shall be construed in accordance  with the laws of the State
     of Maryland.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
this day and year first written above.

OAO Technology Solutions, Inc.       Cecile Barker

By:                                         By:
         -------------------------------             ---------------------------

Date:                                       Date:
         -------------------------------             ---------------------------

Title:                                      Title:   OAOT Consultant


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ATTACHMENT A

CONSULTANT EXPENSES


1. RATES: Consultant shall be paid at the following rate _____________.

2.  TRAVEL AND  EXPENSES:  OAOT  shall pay or  reimburse  Consultant  for travel
approved  and  authorized  by OAOT,  and for  other  reasonable  and  authorized
expenses  incurred in the performance of work hereunder.  Consultant's  expenses
shall be reimbursed in accordance with OAOT's  standard Travel Policy,  attached
hereto.  OAOT shall not be  obligated  to pay or  reimburse  Consultant  for any
travel-related  expenses that are  unauthorized  or not in  accordance  with the
attached policy.

3. SUBMISSION OF INVOICES:  Consultant  shall submit the invoice upon completion
of the Project.  Consultant shall submit a complete breakdown of labor,  travel,
and other expenses on these invoices.  No other forms or documents submitted for
payment will be accepted. Invoices should be submitted to the following address:

           OAO Technology Solutions, Inc.
           16th Floor
           7500 Greenway Center
           Greenbelt, Maryland  20770
           Attn: Accounts Payable

All invoices shall reflect Professional Services Agreement No. OAOT-2002-PSA-___
and shall reference an OAOT, Inc. charge number for work accomplished.  Invoices
shall include the Consultant's Social Security Number.  Consultant shall be paid
on a monthly basis,  within thirty (30) days after submission and approval of an
invoice.

4.  SUBSTANTIATION  OF EXPENSES:  OAOT,  Inc.  requires  substantiation  by both
adequate  records and sufficient  documentary  evidence of the expenses to which
they apply. The following elements must be substantiated:  Amount,  Time, Place,
Business  Purpose,  Business  Relationship.  All  personnel  traveling  on  OAOT
authorized business must substantiate expenses incurred while in travel status.


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ATTACHMENT B

                                NON-DISCLOSURE OF
                     CONFIDENTIAL OR PROPRIETARY INFORMATION

_________________   ("Consultant"),   in  consideration  of  its  engagement  or
continued service to OAO Technology Solutions,  Inc., hereinafter being referred
to as "OAOT,"  hereby  agrees  that it will hold  confidential  and in trust any
proprietary  information  or trade  secrets which comes to the knowledge or into
the possession of its employees, officers, or agents, whether the same be from a
client or customer or OAOT. As used herein, "proprietary information" shall mean
any information or data, whether oral or in writing,  of a confidential  nature,
including but not limited to,  proprietary  technical,  marketing,  operation or
performance  information,  cost  know-how,  business  pricing  policies or data,
programs, data systems, inventions,  discoveries,  trade secrets, or information
relating to clients past, present, or future, or to any research, development or
business activities.

All of the aforesaid proprietary information and trade secrets, whether supplied
by a client or customer of OAOT or by OAOT itself,  shall not be discussed  with
or divulged to anyone other than authorized personnel of OAOT, or the customer's
designated  contact  person,  nor shall it be used for personal gain or benefit,
financial or otherwise, for Consultant or anyone else. Consultant further agrees
to take all reasonable  steps necessary to restrict  access to such  information
while  the  same  is in its  possession  or use.  Under  no  circumstances  will
Consultant remove any proprietary  information from OAOT offices without written
authorization from OAOT.

Consultant  understands  that any  violation  of this  Agreement  or  breach  of
confidence  as herein  set  forth  may  result  in an  immediate  suspension  or
termination of this services Agreement. In addition to the foregoing, Consultant
further  understands  and agrees that OAOT or any customer or client thereof may
take such other legal  actions as might be available to them,  including but not
limited to, suits for damages, breach of contract, or any other remedy available
to  them by  law.  Consultant  further  agrees  that  upon  the  termination  or
suspension of its Agreement with OAOT, it will immediately surrender to OAOT all
copies in its  possession of books,  tapes,  records and any other  materials or
matter belonging to OAOT or any of its clients or customers.

ACKNOWLEDGED AND AGREED:

SIGNED:                                               DATE:
       ---------------------------------                   ---------------------
             Cecile Barker


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