EMPLOYMENT AGREEMENT
                               (Ronald A. Branch)

     AGREEMENT, made as of this 1st day of December 1998, by and between OAO
Technology Solutions, Inc., 7500 Greenway Center Drive, 16th Floor, Greenbelt,
Maryland, a Delaware corporation (the "Corporation"), and Ronald A. Branch, 14
Ashton Drive, Voorhees, NJ 08043 ("Employee").

                              W I T N E S S E T H :


     WHEREAS, the Corporation is engaged in the business of providing
information technology infrastructure solutions through a full range of
outsourcing, enterprise resource planning, staff augmentation, and healthcare
information technology solutions;

     WHEREAS, the Corporation desires to employ Employee as Executive Vice
President of Marketing and Sales Operations of the Corporation in connection
with the conduct of the business of the Corporation, and Employee desires to
accept such employment on the terms and conditions herein set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto, intending
legally to be bound, hereby agree as follows:

     1. Employment. The Corporation hereby employs Employee as Executive Vice
President of Marketing and Sales Operations, and Employee hereby accepts such
employment, upon the terms and conditions hereinafter set forth.

     2. Term. The Employment of Employee under this Agreement shall be on an "at
will" basis.

     3. Office and Duties.

          (a) During the term hereof, Employee shall serve as Executive Vice
     President of Marketing and Sales Operations of the Corporation. Subject to
     any restrictions set forth in the Shareholders' Agreement or in the Bylaws
     of the Corporation, Employee shall perform such duties as are customary for
     an Employee as Executive Vice President of Marketing and Sales Operations
     of businesses in the United States similar in kind and size to the
     Corporation and such other duties as may from time to time be assigned to
     him by the President, the CEO or the Board of Directors of the Corporation
     in keeping with his position.

          (b) During the term hereof, Employee shall use his best efforts to
     carry out his duties and responsibilities hereunder and devote his entire
     working time to the business and affairs of the Corporation and shall not,
     in any advisory or other capacity, work for any other individual, firm or
     corporation without first having obtained the written consent of the
     Corporation.

          (c) During the term hereof, the principal place of employment of
     Employee shall be the Corporation's headquarters in Greenbelt, Maryland or
     such other locations as may be selected for the Corporation's facilities,
     although it is understood that in connection with his duties under this
     agreement, Employee will be required to travel to and perform services at
     other locations.

          (d) Employee represents and warrants to the Corporation that he is not
     subject to, or a party to, any employment agreement, non-competition
     covenant, non-disclosure agreement or other agreement, covenant,
     understanding or restriction which would prohibit Employee from executing
     this Agreement and performing fully his duties and responsibilities
     hereunder, or which would in any manner, directly or indirectly, limit or
     affect the duties and responsibilities which may now or in the future be
     assigned to Employee by the Corporation.

          (e) Employee agrees to cooperate at the request of the Corporation in
     any efforts to obtain "key-man" life insurance on Employee's life.


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<PAGE>


     4. Compensation. As compensation for the services to be rendered hereunder
by Employee, the Corporation agrees to pay or provide to Employee:

          (a) Salary. A basic salary (the "Base Salary") for such services at
     the annual rate of $250,000, payable in semi-monthly installments.

          (b) Bonus. Employee shall be eligible to earn an incentive bonus of up
     to 100% of the base salary, subject to the achievement of certain company
     and individual milestones determined annually by the Compensation Committee
     of the Board of Directors.

          (c) Options. Upon execution of this Agreement and subject to Board
     Approval, the Corporation shall grant to Employee stock options of the
     Corporation equal to 500,000 shares. Stock options will be governed by the
     Corporation's 1996 Equity Compensation Plan, as amended and restated. The
     option will become exercisable for the purchase of the shares in equal
     increments on each of the first four (4) anniversaries of the date of
     grant, and will expire on the earlier of the sixth (6th) anniversary of the
     date of grant or: (i) immediately upon Employee's voluntary termination of
     employment with the Corporation, (ii) immediately upon the Corporation's
     discharge of Employee for cause (as defined herein); (iii) 90 days after
     the Corporation discharges Employee without cause or due to Employee's
     disability; and (iv) 180 days after Employee's death. The option will also
     contain other customary terms and conditions which shall be reasonably
     satisfactory to both parties.

          (d) Insurance. The Corporation shall provide to Employee and his
     family the employee contributory package of group life, health, dental and
     disability insurance coverage that the Corporation makes available to its
     employees. The term family shall mean the spouse of the Employee and his
     dependent children who may be insured from time to time as dependents under
     such policies of the Corporation.

          (e) Automobile. The Corporation will provide Employee with a car
     allowance not to exceed $800 per month. The allowance will be taxable to
     employee. Employee shall be responsible for the payment of all insurance,
     maintenance, repairs, gasoline and other reasonable and necessary costs
     incident to the operation of such automobile.

          (f) Other Benefits. Nothing contained herein shall be deemed to limit
     or affect the right of Employee to receive additional bonuses or other
     forms of additional compensation or to participate in any retirement,
     disability, profit sharing, stock option, cash or stock bonus or other plan
     or arrangement, or in any other benefits now or hereafter provided by the
     Corporation for its employees or executives at the sole discretion of the
     Board of Directors of the Corporation.

          (g) Expenses. It is contemplated that, in connection with his
     employment hereunder, Employee may be required to incur reasonable
     business, entertainment and travel expenses. The Corporation agrees to
     reimburse Employee in full for all such reasonable and necessary business,
     entertainment and travel expenses incurred or expended by him in connection
     with the performance of his duties hereunder; provided Employee submits to
     the Corporation vouchers or expense statements satisfactorily evidencing
     such expenses as may be reasonably required by the Corporation and such
     expenses are in accordance with any corporate policy with respect thereto.
     Such expenses shall be reimbursed 30 days after submission of any required
     documentation therefor. All expenses must be approved by the President and
     Chief Executive Officer of the Corporation or his designee.

          (h) Vacation. Employee shall be entitled to fifteen (15) days of
     Personal Leave, according to the Corporation's Employee Handbook. Such
     Personal Leave may be taken at such times as is reasonably consistent with
     proper performance by Employee of his duties and responsibilities
     hereunder.

          (i) 401K Plan. Employee will be eligible to participate in the
     Corporation's 401K plan immediately through voluntary contributions, which
     the Corporation will match $ .20 for each $1.00 contributed by Employee up
     to the limits contained in the Corporation's plan.

     5. Termination of Employment.


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<PAGE>


          (a) The Corporation may terminate this Agreement with cause
     immediately upon written notice to Employee. "Termination for cause" shall
     mean discharge by the Corporation on the following grounds:

          (i) Employee's conviction in a court of law of any crime or offense,
     which conviction makes him unfit for continuing employment, prevents him
     from effective management of the Corporation or materially adversely
     affects the reputation or business activities of the Corporation.

          (ii) Dishonesty or willful misconduct which materially, adversely
     affects the reputation or business activities of the Corporation and which
     continues after written notice thereof to Employee.

          (iii) Substance abuse, including abuse of alcohol or use of illegal
     narcotics, and other drugs or substances, for which Employee fails to
     undertake and maintain treatment after 15 days after requested by the
     Corporation, or misappropriation of funds.

          (a) Upon such termination for cause, Employee shall lose all right,
     title and interest in and to all payments required to be made in accordance
     with the provisions of this Agreement, and the Corporation shall have no
     further obligation to Employee hereunder, except for compensation pursuant
     to Paragraphs 4(a) and 4(d) through 4(i) to which Employee is entitled
     through the date of termination, bonus compensation to which Employee is
     entitled for and in respect of the preceding fiscal year if not theretofore
     paid, and any benefits referred to in Paragraph 4 hereof to which Employee
     has a vested right under the terms and conditions of the plan or program
     pursuant to which such benefits were granted.

          (b) The Corporation may terminate the Employee without cause at any
     time. In the event of termination of Employee without cause, the
     Corporation shall pay or provide to Employee (in addition to the salary,
     bonus and other compensation to which Employee shall be entitled or shall
     have earned pursuant to Paragraph 4 hereof through the date of such
     termination and any benefits referred to in Paragraph 4 hereof in which
     Employee has a vested right under the terms and conditions of the plan or
     program pursuant to which such benefits were granted), (i) the basic salary
     pursuant to the provisions of Paragraph 4(a) hereof for a period of 12
     months from the effective date of such termination, payable ratably over
     such 12 month period, and (ii) the health insurance coverage pursuant to
     the provisions of Paragraph 4(d) hereof for a period of 12 months from the
     effective date of such termination.

          (c) Employee may terminate this Agreement by resignation and giving
     the Corporation three (3) months notice. The Corporation can waive this
     notice and agree with Employee to an earlier termination date. Upon
     termination by Employee, all obligations of the Corporation and Employee
     under this Agreement will cease as of the date of final termination, except
     Employee's obligations under Paragraphs 7 and 8 will survive.

     6. Restrictive Covenants and Confidentiality; Injunctive Relief.

          (a) Employee agrees, as a condition to the Corporation agreeing to
     employ Employee and to the performance by the Corporation of its
     obligations hereunder, particularly its obligations under Paragraph 4
     hereof and, in the case where Employee is terminated by Employer without
     cause, in consideration of the payment of the Base Salary in effect on
     termination thereof at the times it would otherwise be paid hereunder
     during the 1 year subsequent to termination, that during the term of this
     Agreement and any renewals and extensions hereof and for a period of 1 year
     thereafter, or such shorter period if Employer elects not to continue to
     pay any Base Salary as may be required hereunder subsequent to a
     termination without cause, Employee shall not, without prior written
     approval of the Board of Directors of the Corporation, directly or
     indirectly through any other person, firm or corporation, whether
     individually or in conjunction with any other person, or as an employee,
     agent, consultant, representative, partner or holder of any interest in any
     other person, firm, corporation or other association:

          (i) solicit, entice or induce any Customer (as defined below) to
     become a client, customer, OEM, distributor or reseller of any other
     person, firm or corporation with respect to products and/or services then
     sold or under development by the Corporation or to cease doing business
     with the Corporation, and Employee shall not approach any such person, firm
     or corporation for such purpose or authorize or knowingly approve the
     taking of such actions by any other person; or


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<PAGE>


          (ii) solicit, entice or induce directly or indirectly any person who
     presently is or at any time during the term hereof shall be an employee of
     the Corporation to become employed by any other person, firm or corporation
     or to leave their employment with the Corporation, and Employee shall not
     approach any such employee for such purpose; or

          (iii) compete with, or encourage or assist others to compete with, or
     solicit orders or otherwise participate in business transactions in
     competition with, the business engaged in by the Corporation at any time
     during the term of Employee's employment (unless such business shall have
     been abandoned by the Corporation). The restriction contained in this
     subparagraph 7(a)(iii) shall apply anywhere worldwide.

          For purposes of this Paragraph 6, a Customer means any person or
     entity which at the time of determination if made prior to termination of
     employment, or, after termination of employment, at the time of such
     termination, shall be, or shall have been within two years prior to such
     time, a client, customer, OEM, distributor or reseller of the Corporation
     or a bona fide prospect to become a Customer.

          Nothing in the foregoing shall prohibit Employee from engaging in any
     business that is not in competition with the Corporation after termination
     of employment with the Corporation, or investing in the securities of any
     corporation having securities listed on a national securities exchange,
     provided that such investment does not exceed 5% of any class of securities
     of any corporation engaged in business in competition with the Corporation,
     and provided that such ownership represents a passive investment and that
     neither Employee nor any group of persons including him, in any way, either
     directly or indirectly, manages or exercises control of any such
     corporation, guarantees any of its financial obligations, otherwise takes
     any part in its business, other than exercising his rights as a
     shareholder, or seeks to do any of the foregoing.

          (b) Employee acknowledges that during the term of his employment, he
     will have access to confidential information of the Corporation, including
     information about "Developments" (as defined in Paragraph 7 below),
     business plans, costs, customers, profits, markets, sales, products, key
     personnel, pricing policies, operational methods and other business affairs
     and methods and other information not available to the public or in the
     public domain (hereinafter referred to as "Confidential Information"). In
     recognition of the foregoing, Employee covenants and agrees that, except as
     required by his duties to the Corporation, Employee will keep secret all
     Confidential Information of the Corporation and will not, directly or
     indirectly, either during the term of his employment hereunder or at any
     time thereafter while such Confidential Information remains confidential,
     disclose or disseminate to anyone or make use of, for any purpose
     whatsoever except for the benefit of the Company in the course of his
     employment, any Confidential Information, and upon termination of his
     employment, Employee will promptly deliver to the Corporation all tangible
     materials and objects containing Confidential Information (including all
     copies thereof, whether prepared by Employee or others) which he may
     possess or have under his control. The term "Confidential Information"
     shall not include any information which can be demonstrated (i) to be
     generally known in the industry or to the public other than through breach
     of Employee's obligations hereunder, (ii) to have been in Employee's
     possession prior to his employment with the Corporation and not assigned to
     the Corporation, or (iii) to have been disclosed to Employee by an
     independent third party not under any obligation of confidentiality.

          (c) Employee represents (i) that his experience and capabilities are
     such that the restrictions contained herein will not prevent him from
     obtaining employment or otherwise earning a living at the same general
     economic benefit as reasonably required by him and (ii) that he has, prior
     to the execution of this Agreement, reviewed this Agreement thoroughly with
     his legal counsel.

          (d) Employee acknowledges that the restrictions contained in this
     Paragraph 6 are reasonable and necessary to protect the legitimate business
     interests of the Corporation and that the Corporation would not have
     entered into this Agreement in the absence of such restrictions. By reason
     of the foregoing, Employee agrees that if he violates any of the provisions
     of this Paragraph 6, the Corporation would sustain irreparable harm and,
     therefore, irrevocably and unconditionally (i) agrees that in addition to
     any other remedies which the Corporation may have under this Agreement or
     otherwise, all of which remedies shall be cumulative, the Corporation shall
     be entitled to apply to any court of competent jurisdiction for preliminary
     and permanent injunctive relief and other equitable relief, (ii) that such
     relief and any other claim by the Corporation pursuant hereto may be
     brought in the United States District Court for the State of Delaware, or
     if such court does not have subject matter jurisdiction or will not accept
     jurisdiction, in any court of general jurisdiction in the State of


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<PAGE>


     Delaware; (iii) consents to the non-exclusive jurisdiction of any such
     court in any such suit, action or proceeding, and (iv) waives any objection
     which Employee may have to the laying of venue of any such suit, action or
     proceeding in any such court. Employee also irrevocably and unconditionally
     consents to the service of any process, pleadings, notices or other papers
     in a manner permitted by the notice provisions hereof. In the event that
     any of the provisions of this Paragraph 6 hereof should ever be adjudicated
     to exceed the time, geographic, product or service, or other limitations
     permitted by applicable law in any jurisdiction, then such provisions shall
     be deemed reformed in such jurisdiction to the maximum time, geographic,
     product or service, or other limitations permitted by applicable law.

          (e) Employee agrees that the Corporation may provide a copy of this
     Paragraph 6 to any business or enterprise (i) which the Employee may
     directly or indirectly own, manage, operate, finance, join, control or
     participate in the ownership, management, operation, financing, or control
     of, or (ii) with which he may be connected with as an officer, director,
     employee, partner, principal, agent, representative, consultant or
     otherwise, or in connection with which he may use or permit his name to be
     used; provided, however, that this provision shall not apply as to
     subparagraph (a) or (b) after expiration of the time periods set forth
     therein or with respect to any activities, entities or persons excluded by
     the terms hereof. Employee will provide the names and addresses of any of
     such persons or entities as the Corporation may from time to time
     reasonably request.

          (f) In the event of any breach or violation of the restriction
     contained in subparagraph (a) above, the period therein specified shall
     abate during the time of any violation thereof and that portion remaining
     at the time of commencement of any violation shall not begin to run until
     such violation has been fully and finally cured.

     7. Ownership of Inventions and Ideas. Employee acknowledges that the
Corporation shall be the sole owner of all the results and proceeds of
Employee's service hereunder, including but not limited to, all patents, patent
applications, patent rights, formulas, copyrights, inventions, developments,
discoveries, other improvements, data, documentation, drawings, charts, and
other written, audio and/or visual materials relating to equipment, methods,
products, processes, or programs in connection with or useful to the
Corporation's business (collectively, the "Developments") which Employee, by
himself or in conjunction with any other person, may conceive, make, acquire,
acquire knowledge of, develop or create during the term of Employee's employment
hereunder, free and clear of any claims by Employee (or any successor or
assignee of him) of any kind or character whatsoever other than Employee's right
to compensation hereunder. Employee acknowledges that all copyrightable
Developments shall be considered works made for hire under the Federal Copyright
Act. Employee hereby assigns and transfers his right, title and interest in and
to all such Developments, and agrees that he shall, at the request of the
Corporation, execute or cooperate with the Corporation in any patent
applications, execute such assignments, certificates or other instruments, and
do any and all other acts, as the Board of Directors of the Corporation from
time to time reasonably deems necessary or desirable to evidence, establish,
maintain, perfect, protect, enforce or defend the Corporation's right, title and
interest in or to any such Developments.

     Anything in this Paragraph 8 to the contrary notwithstanding, the Paragraph
shall not be construed as prohibiting or limiting the provisions of the last
subparagraph of Paragraph 6(b) hereof and the ability of the Employer to grant
the license described therein.

     8. Survival. The provisions of Paragraphs 7 and 8 shall survive the
termination of this Agreement for any reason whatsoever.

     9. Dispute Resolutions.

          (a) If any dispute arises under this Agreement that is not settled
     promptly in the ordinary course of business, Employer and Employee shall
     seek to resolve any such dispute between them, first, by negotiating
     promptly with each other in good faith in face-to-face negotiations.

          (b) If the parties are unable to resolve the dispute between them
     within 20 business days (or such period as the parties shall otherwise
     agree) through these face-to-face negotiations, then the controversy or
     claim shall be settled by arbitration conducted on a confidential basis,
     under the U.S. Arbitration Act, if applicable, and the then current
     Commercial Arbitration Rules of the American Arbitration Association (the
     "Association")


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<PAGE>


     strictly in accordance with the terms of this Agreement and the substantive
     law of the State of Maryland. The arbitration shall be conducted at the
     Association's regional office located closest to the Corporation's
     principal place of business by one arbitrator experienced in employment
     matters. Judgment upon the arbitrator's award may be entered and enforced
     in any court of competent jurisdiction. Neither party shall institute a
     proceeding hereunder unless at least 10 days prior thereto such party shall
     have given written notice to the other party of its intent to do so.

          (b) Neither party shall be precluded hereby from securing equitable
     remedies in courts of any jurisdiction, including, but not limited to,
     temporary restraining orders and preliminary injunctions to protect its
     rights and interests but shall not be sought as a means to avoid or stay
     arbitration or Summary Proceeding.

     11. Miscellaneous.

          (a) Any notice authorized or required to be given or made by or
     pursuant to this Agreement shall be made in writing and either personally
     delivered or mailed by overnight express mail to the respective address of
     the party to receive such notice, which address is the one designated below
     the name of such party on the signature page hereof, or to such other
     address as a party may specify by notice to the other parties hereto.

          (b) This Agreement cancels and supersedes any and all prior agreements
     and understandings between or among any or all of the parties hereto with
     respect to the employment by or obligations of Employee to any thereof.
     This Agreement constitutes the entire agreement among the parties with
     respect to the matters herein provided, and no modification or waiver of
     any provision hereof shall be effective unless in writing and signed by the
     parties hereto.

          (c) All of the terms and provisions of this Agreement shall be binding
     upon and inure to the benefit of and be enforceable by the respective
     heirs, executors, administrators, legal representatives, successors and
     assigns of the parties hereto, except that the duties and responsibilities
     of Employee hereunder are of a personal nature and shall not be assignable
     or delegable in whole or in part by Employee.

          (d) Employee agrees that the obligations of the Corporation hereunder
     shall be limited to the Corporation only, and Employee agrees that he shall
     not bring any claim or suit against any director or shareholder of the
     Corporation or any other person other than the Corporation for any breach
     or default by the Corporation of its obligations hereunder.

          (e) If any provision of this Agreement or application thereof to
     anyone or under any circumstances is adjudicated to be invalid or
     unenforceable in any jurisdiction, such invalidity or unenforceability
     shall not affect any other provision or application of this Agreement which
     can be given effect without the invalid or unenforceable provision or
     application and shall not invalidate or render unenforceable such provision
     or application in any other jurisdiction.

          (f) No remedy conferred upon any party by this Agreement is intended
     to be exclusive of any other remedy, and each and every such remedy shall
     be cumulative and shall be in addition to any other remedy given hereunder
     or now or hereafter existing at law or in equity. No delay or omission by
     any party in exercising any right, remedy or power hereunder or existing at
     law or in equity shall be construed as a waiver thereof, and any such
     right, remedy or power may be exercised by the party possessing the same
     from time to time and as often as may be deemed expedient or necessary by
     such party in its sole discretion.

          (g) This Agreement may be executed in several counterparts, each of
     which is an original. It shall not be necessary in making proof of this
     Agreement or any counterpart hereof to produce or account for any of the
     other counterparts.

          (h) In the event of a lawsuit by either party to enforce any
     provisions of this Agreement, the prevailing party shall be entitled to
     recover reasonable costs, expenses and attorney's fees from the other
     party.


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<PAGE>


     11. Controlling Law. The validity, interpretation, construction,
performance and enforcement of this Agreement shall be governed by the laws of
the State of Maryland.


IN WITNESS WHEREOF, Employee has hereunto set his hand and the Corporation has
caused this instrument to be duly executed as of the day and year first above
written.


Witness:                                    Employee:


_________________________           _________________________



Attest:                             _________________________


_________________________           By:______________________
Title:                                       Title:


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<PAGE>


                                  Schedule 4(b)

     Section 4(b) Bonus. Incentive Compensation will be awarded on the basis of
achievement and be at rates no greater than

         % of Base                                            Pretax Income
         ---------                                            -------------
         100



Milestones:



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