Exhibit 10.23
MANAGEMENT AGREEMENT


     This Management Agreement (this "Agreement"),  dated as of January 1, 2002,
is by and between OAO Technology  Solutions,  Inc., a Delaware  corporation (the
"Company"),  and J.F.  Lehman &  Company,  Inc.,  a  Delaware  corporation  (the
"Advisor").

     WHEREAS, the Company desires to retain the Advisor to provide strategic and
organizational  advisory services to the Company on the terms and conditions set
forth herein;

     WHEREAS, the Advisor wishes to provide such services to the Company and the
Company  wishes to  compensate  the Advisor  for such  services on the terms and
conditions set forth herein; and

     WHEREAS,  at a meeting held on December 10, 2001, the Board of Directors of
the Company  unanimously  approved the Company's entering into of this Agreement
with the Advisor on  substantially  the terms contained  herein,  which approval
included the unanimous  approval of the members of the Independent  Committee of
the  Board  of  Directors,  acting  pursuant  to  Section  2.1 of  that  certain
Stockholders  Agreement,  dated as of  October  22,  2001,  among  the  Company,
Terrapin  Partners  Subsidiary LLC, a Delaware limited  liability company and an
affiliate of the Advisor,  and J.F. Lehman Equity  Investors I, L.P., a Delaware
limited   partnership  and  an  affiliate  of  the  Advisor  (the  "Stockholders
Agreement").

     NOW,  THEREFORE,  in  consideration  of the premises and the  covenants and
conditions contained herein, the parties hereto agree as follows:

     1. Compensation.

     (a) Annual Fee.  In  consideration  for the  services to be rendered by the
Advisor to the Company  hereunder,  the  Company  shall pay to the Advisor a fee
(the "Annual  Fee") in the amount of $375,000 per annum for each year during the
period  commencing on the effective  date of this  Agreement,  which the parties
agree is October 23, 2001 (the "Effective  Date"), and ending on the date of the
termination  of this  Agreement.  The Annual  Fee shall be payable in  quarterly
installments,  payable  in  advance  until  the  date  of  termination  of  this
Agreement, on the first business day of such quarterly period.

     (b) Future Transaction Fees. Subject to the provisions of this Section 1(b)
and any required  approvals of the Independent  Committee under the Stockholders
Agreement,  the Advisor  shall be entitled  to receive  additional  compensation
under this  Agreement  for services  rendered in  transactions  such as mergers,
consolidations,  sales or purchases of a significant amount of assets or capital
stock,  and financings  involving the public or private  offering of the debt or
equity  securities of the Company or the establishment of a new credit facility.
The  compensation  to be  payable  to  the  Advisor  for  services  rendered  in
connection with any such transaction  shall be such compensation as is customary
for the type of services  rendered in similar  transactions and as may be agreed
upon by the Company and the Advisor at such time.

     (c) Reimbursements for Out-of-Pocket  Expenses. In addition to the fees set
forth  above,  the  Company  shall  reimburse  the  Advisor  for all  reasonable
out-of-pocket  expenses


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incurred by the Advisor in rendering the services to the Company contemplated by
paragraphs (a) and (b) above.  All  reimbursements  for  out-of-pocket  expenses
shall be made  promptly  upon or as soon as  practicable,  and in any  event not
later  than 30 days,  after  presentation  by the  Advisor  to the  Company of a
reasonably detailed statement of expenses in connection therewith.

     2.  Interest.  In the event that the  Company  shall fail to pay all or any
part of the fees or out-of-pocket  expenses described in Section 1 hereof within
10 days after the date when due,  then the Advisor shall be entitled to interest
on the unpaid amount thereof at a rate equal to 10% per annum until paid.

     3.  Indemnification.  The Company  will  indemnify  and hold  harmless  the
Advisor,  its  affiliates  and  their  respective  partners  (both  general  and
limited), officers, directors,  employees, agents and representatives (each such
person  being an  "Indemnified  Party")  from and  against  any and all  losses,
claims,  damages and liabilities,  whether joint or several (the "Liabilities"),
related to, arising out of or in connection  with the services  contemplated  by
this Agreement or the engagement of the Advisor pursuant to, and the performance
by the Advisor of the services contemplated by, this Agreement. The Company will
reimburse any Indemnified Party for all reasonable costs and expenses (including
reasonable  attorneys'  fees and  expenses) as are incurred in  connection  with
investigating, preparing, pursuing, defending or assisting in the defense of any
action, claim, suit, investigation or proceeding for which the Indemnified Party
would be entitled to  indemnification  under the terms of the previous sentence,
or any action or proceeding arising  therefrom,  whether or not such Indemnified
Party is a party  hereto.  The Company  will not be liable  under the  foregoing
indemnification  provision with respect to any Indemnified  Party, to the extent
that any loss,  claim,  damage,  liability,  cost or expense is  determined by a
court,  in a final judgment from which no further  appeal may be taken,  to have
resulted  primarily  from the gross  negligence  or  willful  misconduct  of the
Advisor.

     4. Term.  This Agreement shall be effective as of the date hereof and shall
continue in effect until the earliest to occur of (i) the second  anniversary of
this Agreement (January 1, 2004);  provided,  however, that this Agreement shall
continue for  successive  two-year  terms  unless one party hereto  notifies the
other  party in  writing,  at least  one  year  prior to the end of the  initial
two-year term (on or before January 1, 2003) or such  subsequent  two-year term,
of its desire to terminate this Agreement;  and (ii) the closing of a sale to an
entity  which  is not  an  "Affiliate"  (as  defined  in  Section  12b-2  of the
Securities  Exchange  Act of  1934)  of  the  Company  or  any  of its  existing
shareholders on the date hereof of all or substantially all of the capital stock
or assets of the Company. The provisions of Sections 1(c), 2, 3 and otherwise as
the context so requires shall survive the termination of this Agreement.

     5. Permissible Activities.  Subject to applicable law, nothing herein shall
in any way preclude the Advisor,  its  affiliates or their  respective  partners
(both  general  and  limited),   officers,   directors,   employees,  agents  or
representatives  from  engaging in any business  activities  or from  performing
services  for its or their own account or for the  account of others,  including
for  companies  that may be in  competition  with the business  conducted by the
Company.


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     6.  Consulting  Relationship.  It is understood and agreed that the Advisor
shall for all  purposes  hereof be deemed to be an  independent  contractor  and
shall not,  unless  otherwise  expressly  authorized  by the  Company,  have any
authority  to  act  for  or  represent  the  Company  in any  way,  execute  any
transaction  on behalf of the  Company  or  otherwise  be deemed an agent of the
Company.  No federal,  state or local  withholding  deductions shall be withheld
from the  fees  and  other  amounts  payable  to the  Advisor  pursuant  to this
Agreement unless otherwise required by law.

     7. Miscellaneous.

     (a) No amendment or waiver of any provision of this  Agreement,  or consent
to any  departure  by either  party  hereto  from any such  provision,  shall be
effective  unless the same shall be in writing and signed by each of the parties
hereto. Any amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

     (b) Any and all notices  hereunder  shall, in the absence of receipted hand
delivery,  be  deemed  duly  given  when  mailed,  if the same  shall be sent by
registered or certified  mail,  return receipt  requested,  and the mailing date
shall be deemed the date from  which all time  periods  pertaining  to a date of
notice shall run.  Notices  shall be  addressed to the parties at the  following
addresses:

If to the Advisor:                      J.F. Lehman & Company, Inc.
                                        450 Park Avenue
                                        New York, New York 10022
                                        Attention:  Mr. Donald Glickman

If to the Company:                      OAO Technology Solutions, Inc.
                                        7500 Greenway Center Drive
                                        Greenbelt, Maryland  20770
                                        Attention:  Mr. J. Jeffrey Fox

     (c) This  Agreement  shall  constitute  the entire  agreement  between  the
parties with  respect to the subject  matter  hereof,  and shall  supersede  all
previous  oral  and  written  (and  all   contemporaneous   oral)  negotiations,
commitments, agreements and understandings relating hereto.

     (d) THIS  AGREEMENT  SHALL BE GOVERNED BY, AND  INTERPRETED  IN  ACCORDANCE
WITH,  THE LAWS OF THE STATE OF NEW YORK  APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN THAT STATE.  This  Agreement  shall inure to the benefit of, and be
binding upon,  the Advisor,  the Company,  and their  respective  successors and
permitted  assigns.  None of the rights or obligations of the parties  hereunder
may be assigned by either party without the prior  written  consent of the other
party hereto,  provided  that the Advisor may assign its rights and  obligations
hereunder  to any  corporation  or other  entity  controlled  by or under common
control with the Advisor.

     (e) This Agreement may be executed by one or more parties to this Agreement
on any  number of  separate  counterparts,  and all of said  counterparts  taken
together shall be deemed to constitute one and the same instrument.


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     (f) The  waiver by any  party of any  breach  of this  Agreement  shall not
operate  as or be  construed  to be a waiver  by such  party  of any  subsequent
breach.

     (g) Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered by their duly  authorized  officers or agents as of the date first
above written.


                                        OAO TECHNOLOGY SOLUTIONS, INC.



                                        By:_____________________________________
                                           Name:
                                           Title:


                                        J.F. LEHMAN & CO., INC.



                                        By:_____________________________________
                                           Donald Glickman
                                           Managing Principal


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