EXHIBIT 10.8





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                          SOFTWARE PURCHASE AGREEMENT
                          ---------------------------

          This Software Purchase Agreement (the "Agreement") dated as of Aug.
15, 1996 by and between Kenneth K. Parsons (the "Seller") and  Information
Analysis Incorporated, a Virginia corporation ("IAI").

                                   WITNESSETH
                                   ----------

          WHEREAS,  the Seller is the owner of a software  program known as CAST
(the  "Software")   which  is  utilized  in  connection  with  IAI's  transition
engineering services;

          WHEREAS, the Seller wishes to sell to IAI all of his right, title, and
interest in the Software to IAI;

          WHEREAS, IAI is prepared to purchase the Software on the terms and
conditions described herein;

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

SECTION 1. DEFINITIONS
           -----------

          1.1 "Object Code" shall mean the  machine-readable  instructions  in
any form or media for the Software.

          1.2  "Software"  shall  mean  all of the  Object  Code,  Source  Code,
documentation,  and all other elements or components of the CAST software in any
form or media.

          1.3 "Source Code" shall mean the  human-readable  instructions  in any
form or media for the Software.

SECTION 2. PURCHASE AND SALE OF THE SOFTWARE
           ---------------------------------

          2.1 Closing. At a closing to take place at IAI, or at such other place
as the  parties  shall  agree to in writing  (the  "Closing"),  the date of this
Agreement  being  referred to herein as the "Closing  Date"),  the parties shall
carry out the transactions described herein.

          2.2 Transfer of the Software. At the Closing the Seller shall transfer
and  deliver  to IAI all  Source  Code,  Object  Code,  documentation  and other
information  pertaining to the Software, in any form or media, and all copies of
such Source Code,  Object  Code,  and  documentation  in the  possession  of the
Seller, in any form or media, to IAI, in return for the consideration  described
below.




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SECTION 3. PAYMENT
           -------

         3.1 Payment Due at Closing. At the Closing, or as required thereafter,
IAI shall pay to the Seller. or on the Seller's behalf as IAI may elect, the sum
of up to $100,000 in connection with certain tax liabilities of the Seller
existing as of the Closing.


         3.2 Royalty Payable to Seller. Commencing as of the Closing, the Seller
shall be entitled to a royalty equal to 10% of the license fees collected by IAI
from the licensing of the Software to third  parties.  Royalties  shall be
payable to the Seller  based on actual  collections  received by CAST and shall
be payable on a quarterly basis. The aggregate amount of royalties  payable by
IAI to the Seller pursuant to this Agreement shall not exceed $1,000,000.

SECTION 4. Issuance of Stock Options.
           --------------------------

         4.1 Issuance of Incentive Stock Options. At Closing, or within a
reasonable time thereafter,   IAI  shall  issue   incentive  stock  options  to
the  Seller  in consideration  of  Seller's  remaining  an employee of IAI after
the sale of the Software.  Such incentive  stock options shall be  exercisable
for IAI's common stock, $.01 par value, as follows:

Number of         Date                   Exercise
Option Shares     Exercisable            Price
-------------     -----------            --------
   25,000         January 1, 1997           $4

   25,000         January 1, 1998           $4

   25,000         January 1, 1999           $4

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER.
           ---------------------------------------------

         The Seller hereby  represents and warrants to IAI as follows:

         5.1  Authority.   All  necessary  action,   personal,   corporate  or
otherwise,  has been taken by the Seller to authorize  the sale of the Software,
and all of Seller's rights thereto, to IAI.

         5.2  Absence  of  Liens.  The  Seller is the  exclusive  owner of the
Software  transferred  hereby and said Software is not the subject of any liens,
encumbrances, claims, or rights of third parties of any kind.

         5.3 Absence of Retained Intellectual Property Rights. By agreeing to
the sale of the Software as described in this Agreement the Seller transfers and
assigns all of his intellectual property rights of any kind or nature in and to
the Software to IAI and agrees not


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to contest IAI's rights therein,  or IAI's right to sell,  license, or otherwise
exploit the Software in any manner.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF IAI.
           --------------------------------------

         6.1  Authority.  IAI has the power  and  authority  to enter  into this
Agreement  and to  carry  out  the  transactions  contemplated  hereby  and  the
transactions contemplated hereby have been duly authorized by IAI.

SECTION 7. INDEMNIFICATION.
           ----------------

         7.1 Indemnification by the Seller. The Seller agrees to defend,
indemnify and hold the IAI harmless from and against any damages,  liabilities,
losses  and  expenses   (including reasonable  counsel  fees)  of any kind or
nature  whatsoever  which may be  sustained  or  suffered by IAI  based  upon a
breach  of any representation,     warranty    or agreement  made by the  Seller
in this Agreement.

SECTION 8. MISCELLANEOUS
           -------------

         8.1 Law Governing; General. This Agreement shall be construed under and
governed by the laws of the Commonwealth of Virginia. This Agreement may be
executed in counter-parts, each of which shall be deemed an original.

         8.2 Entire Agreement.  This Agreement  represents the complete
agreement between the  parties  and  supersedes  all  promises,
representations,  understandings, warranties and agreements with reference to
the subject matter hereof, including all  inducements to the making of this
Agreement  relied upon by all the parties hereto.

         8.3  Assignability.   This  Agreement  shall  be  binding  upon,  and
shall  be enforceable  by and inure to the benefit of, the parties  named herein
and their respective heirs,  successors,  administrators and assigns;  provided,
however, that this  Agreement  may not be  assigned  by either  party  without
the prior written  consent of the other party and any  attempted  assignment
without such consent shall be void and of no effect.

         IN WITNESS WHEREOF the parties hereto have executed this Agreement
under seal as of the date first set forth above.

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/s/                                      /s/ Kenneth K. Parsons
------------------------------           ----------------------------
Witness                                  Kenneth K. Parsons


                                         Information Analysis Incorporated




/s/                                      By: /s/ Sandor Rosenberg
------------------------------           ----------------------------
Witness                                  (Title) President
                                         ----------------------------

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