EXHIBIT 10.6





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         THIS  WARRANT AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED
(THE  "ACT"),  OR THE  SECURITIES  LAWS OF ANY STATE.  THIS WARRANT AND ANY SUCH
SHARES MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED,  HYPOTHECATED  OR OTHERWISE
TRANSFERRED  IN THE  ABSENCE  OF  REGISTRATION  UNDER  SAID  ACT AND  ALL  OTHER
APPLICABLE SECURITIES LAWS UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


                                    WARRANT
                                    -------

                   WARRANT T0 PURCHASE SHARES OF COMMON STOCK

                      OF INFORMATION ANALYSIS INCORPORATED

                         Date of Issuance: June 1, 1989

         THIS  CERTIFIES  that,  for  value  received,  George  DeBakey, or his
registered  assigns  (the  "holder"),  is entitled to  purchase,  subject to the
provisions of this warrant, from Information Analysis  Incorporated,  a Virginia
Corporation (the "Company"), one thousand (1,000) shares of the One Cent ($0.01)
par value Common Stock of the Company at a purchase  price of Seven  Dollars and
Fifty  Cents  ($7.5O)  per  share,  as such  number of  shares  and price may be
adjusted in accordance with the provisions of Article V hereof.  This warrant is
hereinafter referred to as the "Warrant" and the shares of Common Stock issuable
pursuant to the terms hereof are hereinafter  sometimes  referred to as "Warrant
Shares."



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                                   ARTICLE I


                              CERTAIN DEFINITIONS

          For all purposes of this Warrant, unless the context otherwise
requires, the following terms shall have the following respective meanings:

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

          "Common Stock": the Company's authorized Common Stock with One Cent
($.01) par value per share as such class existed on the date of issuance of this
Warrant.

          "Commission": the Securities and Exchange Commission, or any other
federal agency then administering the Act.

          "Company":  Information Analysis Incorporated, a Virginia corporation,
with  principal  offices  located at 2222 Gallows Road,  Suite 300, Dunn Loring,
Virginia  22027,  and any other  corporation  assuming or required to assume the
Warrant pursuant to Article IX.

          "Person": any individual, corporation, partnership, trust,
unincorporated organization and any government, and any political subdivision,
instrumentality or agency thereof.

          "Purchase   Price":   the  purchase   price  for  each  Warrant  Share
purchasable  under this Warrant  which shall be $7.50  subject to adjustment  in
accordance with Article V hereof.

          "Warrant Office": see Section 3.1.

          "Warrant Shares": the Shares of Common Stock purchasable by the holder
of this Warrant upon the exercise of this Warrant.


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                                   ARTICLE II


                              EXERCISE OF WARRANT

         2.1 Method of Exercise.  To exercise  this  Warrant,  which may be
exercised in whole or in part at anytime and from time to time,  prior to its
expiration as determined in Article X hereof,  the holder hereof shall deliver
to the Company at the Warrant Office designated pursuant to Section 3.1: (a) a
written notice, in substantially the form of the Subscription Notice attached
hereto as Exhibit 2.1, of such holder's  election to exercise  this  Warrant,
which notice shall specify  the  number of shares of  Common  Stock to be
purchased;  (b) a check payable to the order of the Company in an amount equal
to the Purchase Price as set forth in Section  5.1 hereof for each of the shares
of Common  Stock  being purchased;  and (c) this Warrant. The Company shall, as
promptly as practicable and in any event within 14 days thereafter,  execute and
deliver or cause to be executed and  delivered,  in  accordance  with said
notice,  a  certificate  or certificates  representing  the  aggregate  number
of  shares  of Common  Stock specified in said notice.  The stock  certificate
or  certificates so delivered shall be in  denominations  of shares as may be
specified  in said  notice and shall  be  issued  in the name of the  holder  or
such  other  name as shall be designated  in said  notice.  At the time of
delivery  of the  certificate  or certificates,  appropriate notation will be
made on the Warrant designating the number of shares purchased and this Warrant
shall be returned to the


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<PAGE>



holder if this  Warrant has been  exercised in part.  The Company  shall pay all
expenses,  taxes and other charges payable in connection  with the  preparation,
issuance  and  delivery  of  stock  certificates,  except  that,  in case  stock
certificates  shall be  registered in a name or names other than the name of the
holder of this Warrant,  funds  sufficient to pay all stock transfer taxes which
shall be payable  upon the issuance of stock  certificates  shall be paid by the
holder hereof at the time of delivering the notice of exercise  mentioned  above
or promptly  upon receipt of a written  request of the Company for payment.

          2.2 Shares to be Fully Paid and  Nonassessable.  All shares of Common
Stock  issued upon the  exercise  of this  Warrant  shall be validity  issued,
fully paid and nonassessable.

          2.3 Legend on Warrant Shares. Each certificate for shares initially
issued upon exercise  Of this  Warrant,  unless at the time of  exercise  such
shares  are registered  under the Act,  shall bear the following  legend (and
any additional legend required by any national securities exchanges upon which
such shares may, at the time of such exercise, be listed or under applicable
securities laws):

                   "The securities represented by this certificate have not been
          registered  under the  Securities Act of 1933, as amended ("the Act"),
          or  the  securities  laws  of  any  state.   They  may  not  be  sold,
          transferred, assigned, pledged, hypothecated,  encumbered or otherwise
          disposed  of in the  absence  of  registration  under said Act and all
          other   applicable   securities   laws,   unless  an  exemption   from
          registration is available."

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          Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution  pursuant to a registration  statement under the Act of
the securities  represented thereby) shall also bear the above legend unless, in
the opinion of counsel to the Company,  the securities  represented thereby need
no longer be subject to the restrictions on  transferability.  The provisions of
Article IV shall be binding upon all subsequent holders of this Warrant.

          2.4 Acknowledgment of Continuing Obligation.  The Company will, at the
time of any exercise of this Warrant,  in whole or in part, upon request of the
holder hereof,  acknowledge in writing its continuing obligation to such holder
in  respect of any rights to which the holder  shall  continue  to be  entitled
after exercise in accordance  with this Warrant;  provided,  however,  that the
failure of the holder to make any such request shall not affect the  continuing
obligation of the Company to the holder in respect of such rights.



                                  ARTICLE III

                       WARRANT OFFICE: TRANSFER, DIVISION

                           OF COMBINATION OF WARRANTS


          3.1 Warrant  Office.  The Company shall maintain an office for certain
purposes specified  herein (the "Warrant  Office"),  which office shall
initially be the Company's  location set forth in Article I, and may
subsequently  be such other office of the Company or of any transfer agent of
the Common Stock in




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<PAGE>



the continental United States as to which written notice has previously been
given to all of the holders of the Warrants.

          3.2  Ownership of Warrant.  The Company may deem and treat the  Person
in whose  name this  Warrant  is  registered  as the  holder  and  owner  hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in this Article III.

          3.3  Transfer  of  Warrant.  The  Company  agrees to  maintain at the
Warrant  Office  books for the  registration  of  permitted  transfers  of this
Warrant.  Subject to the  provisions of Article IV, this Warrant and all rights
hereunder  are  transferable,  in whole or in part, on the books at that office
upon  surrender  of  this  Warrant  at that  office,  together  with a  written
assignment  of this  Warrant  duly  executed  by the holder  hereof or his duly
authorized  agent or attorney and funds  sufficient  to pay any transfer  taxes
payable upon the making of the transfer. Subject to Article IV, upon  surrender
and payment, the Company shall execute and deliver a new Warrant in the name of
the assignee,  note thereon the number of Warrant Shares theretofore  purchased
under this Warrant, and this Warrant shall promptly be canceled.  A Warrant may
be exercised by a new holder for the purchase of shares of Common Stock without
having a new Warrant issued.



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          3.4  Expenses  of  Delivery of  Warrants.  The  Company  shall pay all
expenses,  taxes  (other  than  transfer  taxes)  and other  charges  payable in
connection  with  the  preparation,   issuance  and  delivery  of  new  Warrants
hereunder.

                                   ARTICLE IV

                            RESTRICTIONS ON TRANSFER

          4.1   Restrictions  on  Transfer.   Notwithstanding   any   provisions
contained in this Warrant to the contrary, this Warrant shall not be exercisable
or transferable  except upon the conditions  specified in this Article IV, which
conditions  are intended,  among other  things,  to ensure  compliance  with the
provisions of the Act in respect of the exercise or transfer of the Warrant. The
holder of this Warrant,  by acceptance hereof,  agrees that he will not transfer
this  Warrant  prior to delivery to the Company of any  required  opinion of the
holder's counsel (as the opinion and counsel are described in Section 4.2).

          4.2 Opinion of Counsel. In connection with any transfer of this
Warrant, the following provisions shall apply:

                  (a) If in the opinion of counsel acceptable to the Company,
proposed transfer of this Warrant may be effected without  registration of this
Warrant under the Act, the holder of this Warrant shall be entitled to transfer
this Warrant in accordance with the proposed method of disposition; provided,
however,  that if the  method of  disposition  would,  in the  opinion  of such
counsel,  require that the Company take any action or execute and file with the
Commission or deliver to




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<PAGE>

the holder or any other  person any form or document in order to  establish  the
entitlement of the holder to take advantage of such method of  disposition,  the
Company agrees, at the cost of the holder, to promptly take any necessary action
or execute and file or deliver any necessary  form or document.  Notwithstanding
the  foregoing,  in  no  event  will  the  Company  be  obligated  to  effect  a
registration under the Act so as to permit the proposed transfer of this Warrant
or take any action  which will result in more than one  transfer of this Warrant
within each calendar year.

                  (b) If in the opinion of such counsel, the proposed transfer
of this Warrant may not be effected  without  registration of this Warrant under
the Act, the holder of  this  Warrant   shall  not  be  entitled  to  transfer
this  Warrant  until registration is effective.

                                   ARTICLE V

                                 EXERCISE PRICE

          5.1 Determination of Purchase Price. The Purchase Price for each
Warrant Share  purchasable  hereunder shall be Seven Dollars and Fifty Cents
($7.50); provided, however, if the Company shall subdivide its shares of Common
Stock by stock split, stock dividend or otherwise, the purchase Price shall
proportionately decrease and, conversely if the  Company  shall  combine its
shares of Common  Stock by stock combination, reverse split or otherwise, the
Purchase Price shall proportionately increase.


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          5.2 Notice to Holder.  Whenever  the Company  takes any action  which
causes the Purchase  Price to change,  the  Company  will  provide  the holder
hereof with written  notice of such  change  and the  price at which  this
Warrant  is then exercisable. Such notice will be provided not more than 10 days
after any such action has occurred.


                                   ARTICLE VI

                            NUMBER OF WARRANT SHARES

          The number of Warrant Shares initially issuable upon exercise of this
Warrant shall be one thousand (1,000);  provided,  however, if, after issuance
of this Warrant,  the Company shall  subdivide its shares of Common Stock by
stock split,  stock  dividend or otherwise,  the number of Warrant Shares then
issuable hereunder shall proportionately  increase,  and conversely, if the
Company  shall  combine  its  shares  of  Common  Stock  by stock combination,
reverse  split or otherwise,  the number of Warrant  Shares then issuable
hereunder shall proportionately decrease.

                                  ARTICLE VII

                      ADDITIONAL NOTICES TO WARRANT HOLDER

          In addition to any other notice required hereunder, the Company shall
provide the holder  with a copy of any notice  which the Company is required to
provide those Persons  holding shares of Common Stock on the same date such
Persons receive such notice.

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<PAGE>


                                  ARTICLE VIII

                   DISTRIBUTIONS, LIQUIDATION OR DISSOLUTION

          8.1 Certain Distributions.  In case the Company shall, at any time
prior to the Expiration  Date set forth in  Article X hereof,  make any
distribution  of its assets to holders of its Common Stock as a partial
liquidation  distribution or by way of return of capital other than as a
dividend  payable out of earnings or any surplus legally  available for
dividends under the laws of the  Commonwealth of Virginia, then the holder,
upon the exercise of this  Warrant  prior to any such  distribution  but after
the date of record for the  determination of those holders of Common  Stock
entitled  to such  distribution  of  assets,  shall be entitled to receive,  in
addition to the shares of Common Stock issuable on such exercise,  upon such
distribution the amount of such assets (or at the option of the Company a sum
equal to the value thereof at the time of such distribution to holders of Common
Stock as such value is determined by the Board of Directors of the  company in
good faith)  which would have been  payable to the holder had he been the holder
of record of such shares of Common  Stock on the record date for the
determination   of  those  holders  of  Common  Stock   entitled  to  such
distribution.

          8.2 Dissolution or Liquidation.  In case the Company shall, at any
time prior to the Expiration Date set forth in Article X hereof,  dissolve,
liquidate or wind up its affairs, the holder shall be entitled, upon the
exercise of this Warrant

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<PAGE>

and prior to any such distribution in dissolution or liquidation,  to receive on
such exercise, in lieu of the shares of Common Stock which the holder would have
been entitled to receive,  the same kind and amount of assets as would have been
distributed  or paid to the holder  upon any such  dissolution,  liquidation  or
winding up with  respect to such shares of Common  Stock had the holder been the
holder of record of such  shares  of  Common  Stock on the  record  date for the
determination  of those  holders of Common  Stock  entitled  to receive any such
liquidation distribution.

                                   ARTICLE IX

                   RECLASSIFICATION, REORGANIZATION OR MERGER

          In case of any  reclassification,  capital  reorganization  or other
change  of outstanding  shares  of  Common  Stock  of  the  Company,  or  in
case  of  any consolidation or merger of the Company with or into another
corporation  (other than a merger with a subsidiary  in which merger the Company
is the  continuing corporation  or  which  does  not  result  in  any
reclassification,   capital reorganization  or other  change of  outstanding
shares of Common  Stock),  the Company  shall cause  effective  provision to be
made so that the holder  hereof shall have the right  thereafter,  by exercising
this Warrant,  to purchase the kind and  amount  of shares of stock and other
securities  and  property receivable upon such  reclassification, capital
reorganization or other change, consolidation  or  merger by a holder of the
number of shares of Common  Stock which might have been

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purchased   upon   exercise   of   this   Warrant  immediately   prior  to  such
reclassification,  capital reorganization,  change,  consolidation  or merger.
Any such provision shall include  provision for adjustments which shall be as
nearly  equivalent  as may be  practicable  to the  adjustments  herein provided
of the Purchase  Price and the  number of Warrant  Shares  purchasable and
receivable upon the exercise of this Warrant.  The foregoing  provisions of this
Article  IX shall  similarly apply  to  successive  reclassifications,  capital
reorganizations  and  changes of  shares  of  Common  Stock  and to  successive
consolidations and mergers.

                                   ARTICLE X

                                   EXPIRATION

          This warrant  shall  terminate on the  Expiration  Date and may not be
exercised on or after such date. The Expiration Date shall be June 30, 1999.

                                   ARTICLE XI

                        CERTAIN COVENANTS OF THE COMPANY

          The Company  covenants and agrees that it will reserve and set apart
and have at all times,  free from  pre-emptive  rights, a number of shares of
authorized but unissued  Common  Stock or other  securities  or property
deliverable  upon the exercise of this Warrant  sufficient to enable it at any
time to fulfill all its obligations hereunder.


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<PAGE>


                                  ARTICLE XII

                                 MISCELLANEOUS

          12.1 Entire  Agreement.  This Warrant contains the entire agreement
between the holder hereof and the Company with respect to the purchase of the
Warrant Shares and supersedes all prior arrangements or understandings with
respect thereto.

          12.2 Waiver and  Amendment.  Any term or provision of this Warrant may
be waived at any time by the party which is entitled to the benefits thereof and
any term or provision of this Warrant may be amended or supplemented at any time
by agreement of the holder hereof and the Company, except that any waiver of any
term or condition, or any amendment or supplementation,  of this Warrant must be
in  writing.  A waiver of any breach or  failure to enforce  any of the terms or
conditions of this Warrant shall not in any may affect, limit or waive a party's
rights  hereunder at any time to enforce strict  compliance  thereafter with any
term or condition of this Warrant.

          12.3  Illegality.  In the event that any one or more of the provisions
contained  in this  Warrant  shall be  determined  to be  invalid,  illegal  or
unenforceable  in any  respect  for any  reason,  the  validity,  legality  and
enforceability  of any such  provision in any other  respect and the  remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.

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          12.4 Filing of Warrant. A copy of this Warrant shall be filed in the
records of the Company.

          12.5 Notice.  Any notice or other document required or permitted to be
given or delivered to the holder hereof shall be delivered personally,  or sent
by certified or  registered  mail,  to each such holder at the last address
shown on the books of the  Company  maintained  at the  Warrant  Office  for the
registration,  and the  registration of transfer,  of the Warrant or at any more
recent  address of which the holder  hereof  shall have  notified the Company in
writing.  Any notice or other  document  required  or  permitted  to be given or
delivered to the Company shall be delivered,  or sent by certified or registered
mail, to the Warrant office, attention:  President, or such other address within
the United States of America as shall have been  furnished by the Company to the
holder hereof.

          12.6 Limitation of Liability; Not Stockholders.  No provision of this
Warrant  shall be construed as  conferring  upon the holder hereof the right to
vote,  consent,  receive  dividends  or  receive  notice  other  than as herein
expressly  provided in respect of meetings of stockholders  for the election of
directors of the Company or any other matter whatsoever as a stockholder of the
Company.  No  provision  hereof,  in the absence of  affirmative  action by the
holder hereof to purchase  Warrant  Shares,  and no  enumeration  herein of the
rights or privileges of the holder hereof,  shall give rise to any liability of
such holder for the purchase price of any Warrant


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<PAGE>

Shares or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

          12.7 Loss,  Destruction,  Etc. of  Warrant.  Upon receipt of evidence
satisfactory  to the Company of the loss, theft,  mutilation or destruction of
the  Warrant,  and in the case of any such  loss, theft or destruction,  upon
delivery of a bond of indemnity  in such  form and  amount  as shall be
reasonably satisfactory to the Company, or in the event of such  mutilation,
upon  surrender  and cancellation  of the  Warrant,  the Company  will make and
deliver a new Warrant, of like tenor, in lieu of such lost, stolen, destroyed or
mutilated Warrant.  Any Warrant issued under the provisions of this  Section
12.7  in  lieu  of any  Warrant alleged to be lost,  destroyed  or stolen,  or
in lieu of any mutilated  Warrant,  shall constitute an original contractual
obligation on the part of the Company.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
in its name by its President and its corporate seal to be impressed  hereon and
attested by this Secretary.

THE COMPANY:
INFORMATION ANALYSIS INCORPORATED

By: /s/ Sandor Rosenberg
    ---------------------------
    Sandor Rosenberg, President

[Corporate Seal]

Attest:

/s/ Abraham J. Spero
---------------------------
Abraham J. Spero, Secretary

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<PAGE>


                                  EXHIBIT 2.1

                                   TO WARRANT

                              SUBSCRIPTION NOTICE

                                                             Dated: ____________


          The  undersigned  hereby  irrevocably  elects to exercise his right to
purchase _____ shares of the Common Stock,  with one cent  ($0.01) par value
per share, of  Information  Analysis  Incorporated,  such right being pursuant
to a Warrant dated June __,  1989,  and as issued to the  undersigned  by
Information Analysis Incorporated,  and  remits  herewith  the  sum  of $______
in  payment for same  in accordance with the Exercise Price specified in Section
5.1 of said Warrant.

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name
    ----------------------------------------------------------------------------
    (Please typewrite or print in block letters)

Address
       -------------------------------------------------------------------------

                                                        Signature
                                                                 ---------------

Shares Heretofore Purchased Under Warrant

-----------------------------------------

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