NONCOMPETITION AGREEMENT


         THIS  NONCOMPETITION   AGREEMENT  (the  "Agreement")  is  dated  as  of
September 1, 1999, by and among GRC International,  Inc., a Delaware corporation
("Parent"),  Management Consulting & Research, Inc., a Virginia corporation (the
"Company"), and Gerald R. McNichols, Ph.D. ("McNichols").

         WHEREAS,  the Company is currently  engaged through its subsidiaries in
the  business  of  supplying  cost  analysis,  financial  analysis  and  program
management  services for government and commercial clients throughout the United
States and elsewhere in the world (the "Current Business");

         WHEREAS,  McNichols,  in his prior and continuing course of association
with the Company,  has obtained  knowledge of the  Company's  trade  secrets and
other  confidential  information  and has had dealings  with the  customers  and
suppliers of the Company;

         WHEREAS,  McNichols has extensive  knowledge of the Company's  business
and market,  is well  respected in the industry by the  Company's  customers and
competitors  and the loss of his  continued  efforts  to a  competitor  would be
detrimental to the Company's ongoing success and future prospects;

         WHEREAS, pursuant to that certain Agreement and Plan of Merger ("Merger
Agreement")  dated as of August 5, 1999, by and among Parent,  the Company,  MAC
Merger Corporation,  a Virginia  corporation and a subsidiary of Parent ("Merger
Sub"), and McNichols, the Company will be merged into Merger Sub; and

         WHEREAS,   McNichols  will  receive  substantial  direct  and  indirect
benefit, from the transactions  contemplated by the Merger Agreement, and Parent
has required that McNichols enter into this Agreement as a condition to Parent's
consummation of the transactions contemplated by the Merger Agreement.

         WHEREAS, in connection with the transactions contemplated by the Merger
Agreement, McNichols has agreed to enter into this Agreement.

         NOW, THEREFORE,  in consideration of the foregoing,  the parties hereto
hereby agree as follows:

         1. Definitions. For the purposes of this Agreement, the following terms
have the following  meanings.  Capitalized  terms not otherwise defined have the
meaning given such terms in the Merger Agreement.

            (a)  "Affiliate"  shall mean with  respect to any Person,  any other
         Person that directly or indirectly, through one or more intermediaries,
         controls, or is controlled by, or is under common control with, through
         the exercise of voting securities or otherwise, such Person.

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            (b) "Person" shall mean any  individual,  corporation,  partnership,
         trust, organization, or other entity.

            (c) "Proprietary  Information" shall mean confidential,  proprietary
         or trade secret information of any kind, nature or description.

            (d) "Restricted Area" shall mean (i) each metropolitan area or place
         within the United States in which  Parent,  the Company or any of their
         Affiliates has an office conducting the Restricted  Business and (ii) a
         radius of 100 miles from each such metropolitan area or place and (iii)
         a further radius of 500 miles from such  metropolitan area or place and
         (iv) elsewhere in the United States and (v) elsewhere in the world.

            (e) "Restricted Business" includes any business competitive with the
         Current  Business as well as any business or businesses in which Parent
         or any of its  Affiliates  is involved  while  McNichols  is engaged by
         Parent, the Company or any of their Affiliates as an employee,  officer
         or consultant.

            (f) "Restricted Period" means a period commencing on the date hereof
         and  continuing  through  the  third  (3rd)  anniversary  date  of this
         Agreement.

         2. Compensation.  In consideration of McNichols' obligations hereunder,
Parent shall pay to McNichols,  and  McNichols  shall accept from Parent in full
payment therefor,  the sum of six hundred thousand dollars ($600,000) payable in
two equal annual installments of three hundred thousand dollars  ($300,000),  on
the second and third anniversary of the date hereof.

         3. Nondisclosure of Information. McNichols agrees that during and after
the  Restricted  Period he shall not,  without the prior  written  consent of an
officer  of Parent or except  within the scope of his  duties  for  Parent,  the
Company or any of their Affiliates,  directly or indirectly,  in any individual,
corporate  or  representative  capacity  whatsoever,  (i)  use or  (ii)  reveal,
divulge,  disclose or otherwise  communicate to any person,  firm,  association,
corporation or other entity in any manner  whatsoever,  Proprietary  Information
concerning any matters affecting or relating to Restricted  Business.  McNichols
shall  not be  liable  pursuant  to  this  Section  3 or  disclosures  as to (a)
information that is or becomes generally available to the public other than as a
result of a disclosure by McNichols,  (b)  information  which is received from a
third party provided that such source is not known by McNichols to be bound by a
confidentiality  agreement,  or other  obligation  of  secrecy,  to Parent,  the
Company or any of their Affiliates, or (c) information compelled to be disclosed
by legal process.  The following are some examples of  Proprietary  Information,
even if not marked or identified as such:

            (a)  Computer  software  of all  kinds,  source  and  object  codes,
         algorithms,  coding sheets,  compilers,  assemblers,  design  concepts,
         routines and subroutines, and all related documents and materials;

            (b)  Business  practices,   marketing  techniques,   mailing  lists,
         purchasing   information,   price  lists,  pricing  policies,   quoting
         procedures,  customer and prospective  customer lists and  information,
         and all  materials or  information  relating to the manner in which the
         Company does business;

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            (c)  Discoveries,  concepts  and ideas,  whether or not  patentable,
         protectable  by copyright,  or otherwise  protectable,  trade  secrets,
         "know-how," production processes,  research and development activities,
         and information on products or programs;

            (d) Financial information,  cost structure, bidding strategy, salary
         structure,  and such other  information not in the public domain as may
         be helpful to competitors  or harmful to the Company,  its customers or
         employees;

            (e) Any other  information,  materials or  documents  related to the
         business or activities of the Company which are not generally  known to
         others engaged in similar businesses or activities; and

            (f) All ideas which are derived  from access to or  knowledge of any
         of the above.

         4. Covenant Not to Compete. McNichols agrees that during the Restricted
Period,  he shall not, without the prior written consent of an officer of Parent
or except within the scope of his duties for Parent, the Company or any of their
Affiliates,  directly or indirectly,  through any  corporation,  organization or
other entity owned or controlled by  McNichols,  or either as principal,  agent,
employee,  employer,  consultant,  stockholder or holder of any equity  security
(except  for an equity  interest  in any  corporation  that does not exceed five
percent (5%) of any class of its stock),  partner or in any other  individual or
representative capacity whatsoever:

            (a)  engage  in  any  business  competitive  in any  respect  to the
         Restricted  Business of Parent,  the Company or any of their Affiliates
         in the Restricted Area;

            (b) participate in the ownership,  management,  operation or control
         of any person or entity  that is engaged  in any  business  competitive
         with the Restricted Business in the Restricted Area;

            (c) call upon,  solicit,  divert, take away or attempt to call upon,
         solicit,  divert or take away any existing clients or past,  present or
         targeted  potential  clients,  customers,   suppliers,   businesses  or
         accounts of the  Restricted  Business or any  portion  thereof,  in the
         Restricted  Area or  interfere  or  compete  with  any  portion  of the
         Restricted Business;

            (d) hire,  or  knowingly  attempt to hire,  contact or solicit  with
         respect to hiring, any present employee,  director,  manager,  officer,
         contractor  or  consultant  of  Parent,  the  Company  or any of  their
         Affiliates in the  Restricted  Area  (including any person who acted in
         such capacity within the one year prior to any such hiring,  contact or
         solicitation);

            (e) give any  advice  relating  to the  Restricted  Business  to any
         person or entity  engaged in any  business  competitive  in any respect
         with the  Restricted  Business  or Parent,  the Company or any of their
         Affiliates in the Restricted Area; or

            (f) lend credit, money or reputation for the purpose of establishing
         or operating any business  competitive with the Restricted  Business in
         the Restricted Area.

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         If, at any time during the Restricted  Period,  McNichols  fails or has
failed to fully  comply with the terms of this Section 4, Parent and the Company
shall each be entitled to, among other remedies, require compliance by McNichols
with the terms of this Section 4 for an additional period equal to the period of
such   noncompliance.   McNichols  hereby   acknowledges   that  the  geographic
boundaries,  scope  of  prohibited  activities  and  the  time  duration  of the
provisions  of this  Section  4 are  reasonable  and are not  broader  than  are
necessary to maintain the goodwill  associated  with the Company's  business and
the Restricted Business.

         5.  Enforcement of Covenants.  McNichols  acknowledges the confidential
and secret nature of the Company's Proprietary  Information and the considerable
time,  expense  and other  resources  devoted by the  Company,  Parent and their
Affiliates to the  development or acquisition of such  Proprietary  Information.
McNichols also acknowledges that a violation or attempted violation, on his part
or on the part of any of his  Affiliates,  of any  provision  of Sections 3 or 4
above will cause such  damage to Parent and the  Company as will be  irreparable
and that the remedy at law will be inadequate, and accordingly, McNichols agrees
that Parent and the Company shall be entitled to an injunction,  without posting
bond  or  any  other  security,   from  any  court  of  competent  jurisdiction,
restraining any further  violation or threatened or attempted  violation of such
provisions by McNichols or his Affiliates. Any exercise by Parent or the Company
of its rights  pursuant to this Section 5 shall be cumulative and in addition to
any other remedies to which Parent and the Company may be entitled.

         6.  Reformation  of  Sections  3 and 4.  Parent  and  the  Company  and
McNichols  agree and stipulate that the covenants  contained in Sections 3 and 4
hereof are fair and reasonable in light of all of the facts and circumstances of
the relationship among Parent and the Company and McNichols; however, Parent and
the Company and  McNichols are aware that in certain  circumstances  courts have
refused to enforce certain agreements not to compete.  Therefore, in furtherance
of and not in  derogation  of the  provisions  of  Sections 3 and 4 hereof,  the
parties agree that in the event a court should decline to enforce the provisions
of  Sections 3 and 4, that  Sections 3 and 4 shall be deemed to be  modified  or
reformed to restrict McNichols'  competition with the Parent,  Company or any of
their Affiliates to the maximum extent as to time, geography and business scope,
which the court shall find  enforceable.  For the  purposes  of this  Agreement,
Parent and the Company  and  McNichols  agree that the  covenants  contained  in
Sections  4(a)  through  (f) shall  each be  construed  as a series of  separate
covenants,  one for each geographical subdivision which comprises the Restricted
Area and, except for geographic coverage, each separate covenant shall be deemed
identical.

         7.  Indemnification.  From and after the date hereof,  McNichols  shall
indemnify,  defend and hold Parent,  the Company and their  Affiliates  harmless
from and against any and all claims,  losses,  damages,  costs and expenses that
may be incurred by, imposed upon or asserted by or against such parties  arising
from any breach of the provisions of this Agreement by McNichols.

         8. Invalid  Provisions.  If any provision hereof (other than Sections 3
and 4) is held to be illegal,  invalid or unenforceable  under present or future
laws,  such  provisions  shall  be  fully  severable;  this  Agreement  shall be
construed and enforced as if such illegal,  invalid or  unenforceable  provision
had never  comprised a part hereof;  and the remaining  provisions  hereof shall
remain in full  force and  effect  and shall  not be  affected  by the  illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal,

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invalid or unenforceable  provision there shall be added automatically as a part
hereof a provision as similar in the terms, but in any event no more restrictive
than, such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.

         9.  Waiver of Breach.  The  failure by any party to enforce  any of its
rights hereunder shall not be deemed to be a waiver of such rights,  unless such
wavier is an express  written waiver which has been signed by the waiving party.
Waiver of any one breach  shall not be deemed to be a waiver of any other breach
of the same or any other provisions hereof.

         10. No Right to  Continued  Employment.  The parties  hereto agree that
this  Agreement  is not a contract of  employment  and is entered into solely in
connection  with the desire of Parent and the Company to maintain  the  goodwill
associated with the Company's business and the Related Business. No provision of
this  Agreement  shall be  construed  to  create  any right of  McNichols  to be
employed or engaged by the Company as an employee, officer, director, consultant
or otherwise for any term.

         11.  Amendments.  No  modifications  or amendments of any of the terms,
conditions  or  provisions  of this  Agreement may be made other than by written
agreement signed by the parties.

         12.  Assignment.   This  Agreement,   and  the  respective  rights  and
obligations of the parties hereto,  may not be transferred,  assigned or pledged
by any party  hereto  without  the prior  written  consent of the other  parties
hereto.

         13. Benefit and Burden.  This  Agreement  shall inure to be benefit of,
and shall be binding upon,  the parties  hereto and their  respective  legatees,
distributees,  estates,  executors,  administrators,  personal  representatives,
heirs, successors and permitted assigns.  McNichols acknowledges and agrees that
Parent and the Company and their  Affiliates are intended  beneficiaries  of the
covenants contained in Sections 3 and 4 of this Agreement.

         14. Captions.  The captions and headings used in this Agreement are for
convenience only and do not in any way limit or amplify the terms and provisions
hereof.

         15. GOVERNING LAW. THE VALIDITY OF THIS AGREEMENT,  THE CONSTRUCTION OF
ITS TERMS AND THE  DETERMINATION  OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO
SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE
COMMONWEALTH  OF  VIRGINIA  WITHOUT  REGARD  TO THE  CHOICE OF LAW RULES OF SUCH
JURISDICTION.

         16. Settlement of Disputes.  Any and all  controversies,  disputes,  or
claims  arising  out of or  relating  to this  Agreement,  or any  part  hereof,
including,  without  limitation,  the meaning,  applicability,  or scope of this
Section 16 and the performance,  breach, interpretation,  meaning, construction,
or enforceability of this Agreement,  or any portion hereof,  and all claims for
rescission or fraud in the inducement of this  Agreement,  shall, at the request
of any party,  be settled or  resolved  by binding  arbitration  pursuant to the
commercial  rules and regulations of the American  Arbitration  Association (the
"AAA")  for  the  resolution  of  commercial  disputes.   Any  party  requesting
arbitration  under this  Agreement  shall make a demand on the other  parties by
registered  or certified  mail with a copy to the AAA.  The parties  consent and
agree to have any such arbitration  proceedings heard in Vienna,  Virginia.  The
arbitration shall take place

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regardless of whether any party to the dispute or  controversy  fails or refuses
to participate. The arbitrators shall apply Virginia substantive law and federal
substantive  law where state law is preempted.  The  arbitrators  shall have the
power to grant all legal and equitable remedies and award  compensatory  damages
provided by Virginia law. The  arbitrators  shall prepare in writing and provide
to the parties an award including  factual findings and the reasons on which the
decision is based.  Judgement  upon any award may be entered in any court having
jurisdiction thereof.

         17.   Counterparts.   This   Agreement  may  be  executed  in  multiple
counterparts, each of which shall be deemed an original for all purposes and all
of which shall be deemed collectively to be one agreement.


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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of September 1, 1999.


                             GRC INTERNATIONAL, INC.


                             By:
                                  ----------------------------------------------
                                  Name:
                                  Title:



                             MANAGEMENT CONSULTING & RESEARCH, INC.


                             By:
                                  ----------------------------------------------
                                  Name:
                                  Title:



                             /s/ Gerald R. McNichols, Ph.D.
                             ---------------------------------------------------
                             Gerald R. McNichols, Ph.D.

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