EXHIBIT 10.11





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                         REGISTRATION RIGHTS AGREEMENT


          THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made this 27th day
of February, 1997, by and between INFORMATION ANALYSIS INCORPORATED, a Virginia
Corporation  (the "Company"),  for the benefit of the investors  (collectively,
the "Investors",  individually, an "Investor") who or which purchase shares in
a private  placement  of the  Company in which the  Company is  offering  up to
285,714 shares of its Common Stock at $17.50 per share.

                                   RECITALS:

A. The Investors  desire to purchase from the Company,  and the Company desires
to sell to the Investors up to 285,714  shares (the  "Shares") of the Company's
Common Stock, par value $.01 per share ("Common Stock").

B. As an  inducement  for the Investors to purchase the Shares from the Company,
the  Company  has  agreed  to  provide  certain  registration  rights  under the
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder  (collectively,  the "Act"), with respect to the Restricted Stock (as
that term is defined herein) on the terms and conditions set forth herein.

          The parties hereto hereby covenant and agree as follows:

          1. Certain Definitions. As used herein, the following terms shall have
the following respective meanings:

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

                   "Commission"   shall  mean  the   Securities   and   Exchange
 Commission, or any other federal agency at the time administering the Act.

                   "Common  Stock" shall mean the Company's  Common  Stock,  par
value of $.01 per share.

                   "Company" shall mean Information Analysis Incorporated, a
Virginia corporation.

                   "Registration Expenses" shall mean the expenses described in
Section 8 hereof.

                   "Restricted  Stock"  shall mean the  Shares  and any  capital
stock of the Company  issued as (or issuable upon the  conversion or exercise of
any  warrant,  right or other  security  which is issued  as) a  dividend  or in
connection  with a stock  split or other  distribution  with  respect  to, or in
exchange for or in replacement of, the Shares.




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         2. Restrictive  Legend.  Each  certificate  representing the Restricted
Stock, and, except as otherwise  provided in Section 3 hereof,  each certificate
issued upon exchange or transfer of any  Restricted  Stock,  shall be stamped or
otherwise  imprinted  with a legend  substantially  in the  following  form,  in
addition to any other legend required to be imprinted thereon:


         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
         AND MAY NOT BE TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS IT HAS BEEN
         REGISTERED  UNDER  SAID  ACT  OR  AN  EXEMPTION  FROM  REGISTRATION  IS
         AVAILABLE."

         3. Notice of Proposed  Transfer.  Prior to any proposed transfer of any
Restricted Stock (other than under the circumstances described in Section 4 or 5
hereof or to any entity  affiliated  through  common  ownership  with the holder
thereof), the holder shall give written notice to the Company of its intention
to effect such transfer. Each such notice shall describe the manner of the
proposed transfer and, if requested by the Company, shall be accompanied by an
opinion of counsel  reasonably  satisfactory to the Company to the effect that
the proposed transfer of the Restricted Stock may be effected without
registration under the Act,  whereupon the holder of such would be entitled to
transfer such securities without registration under the Act.

         4. Required Registration.

                  (a)  Commencing on January 1, 1998,  the holders of Restricted
Stock  constituting at least a sixty six and two-thirds percent  (66.67%) of the
shares of Restricted  Stock may request the Company to register under the Act on
Form S-1 or Forms SB-1 or SB-2 (or any forms similar to or replacing such forms)
or if available Form S-2 or Form S-3 (or any forms replacing such forms), all or
any portion of the Restricted  Stock held by such  requesting  holder or holders
for sale in the manner specified in such notice, provided,  however, that except
as  provided  in  subparagraphs  (b) and (c) below,  the  Company  shall only be
obligated to file one demand  registration  statement for which all Registration
Expenses  incurred in connection  with such  registration  shall be borne by the
Company.

                  (b) Promptly  following receipt of any notice under this
Section 4, the Company shall  immediately  notify any holders of Restricted
Stock from whom notice has not been received and shall use its best efforts to
register under the Act, for public sale in  accordance  with the method of
disposition  specified  in such notice  from  requesting  holders,  the  number
of shares of  Restricted  Stock specified in such notice (and in any notices
received from other holders within 20 days after their receipt of such notice
from the Company). If such method of disposition shall be an underwritten public
offering, the Company may designate the  managing  underwriter  of such
offering,  subject to the  approval of the selling holders of Restricted  Stock
who hold a majority of such shares,  which approval shall not be unreasonably
withheld. The Company shall be obligated to register  Restricted  Stock
pursuant to this Section 4 on one  occasion  only, except that with respect to
any particular  exercise of the registration rights granted  by this  Section
4, the  obligation  of the  Company  shall be deemed satisfied only when a
registration  statement covering all shares of Restricted Stock  specified  in
notices  received as  aforesaid,  including  any shares of Restricted

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Stock which may be excluded from registration under subparagraph (c) below,  for
sale in accordance with the method of disposition  specified by the requesting
holders,  shall  have  become  effective  and,  if such  method  of disposition
is a firm commitment  underwritten public offering, all such shares shall have
been sold pursuant thereto.

                  (c)  The  Company   shall  be  entitled  to  include  in   any
registration  statement  under this  Section 4 for sale in  accordance  with the
method of  disposition  specified by the  requesting  holders,  shares of Common
Stock to be sold by the Company  for its own account and shares of Common  Stock
to be sold by other  holders  thereof  for  their  respective  accounts.  If the
registration  under this Section 4 is an underwritten  offering and the managing
underwriters  advise the Company in writing that in their  opinion the number of
shares of Common  Stock,  including  the  Restricted  Stock  and,  if  permitted
hereunder,  other securities,  exceeds the number of shares which can be sold in
an  orderly  manner in such  offering  within a price  range  acceptable  to the
holders of a majority of the shares of Restricted  Stock subject to such request
for  registration,  the Company  will  include in such  registration  only those
securities  which  are  not  Restricted  Stock  which  in the  opinion  of  such
underwriters can be sold without  adversely  affecting the  marketability of the
Restricted Stock in the offering,  pro rata among the respective holders of such
securities which are not Restricted Stock. Except as provided in this  paragraph
(c), the Company  will not effect any other  registration  of its Common  Stock,
whether for its own account or that of other  holders,  from the date of receipt
of a notice  from  requesting  holders  pursuant  to this  Section  4 until  the
completion  of the  period  of  distribution  of the  registration  contemplated
thereby.

          Notwithstanding  the foregoing,  the Company shall not be obligated to
effect any such  registration  if, within  fourteen (14) days after receipt of a
request for such registration,  the Company shall furnish the holders requesting
such   registration   with  a  written  opinion  of  legal  counsel   reasonably
satisfactory  to each of them and reasonably  satisfactory in form and substance
to counsel for each of the holders requesting such registration, that all of the
shares of Common Stock  requested by such  holders to be  registered  under this
Section 4 may be sold within three months after such request in a transaction in
compliance with Rule 144 promulgated  under the Act (or any successor  exemptive
rule  hereinafter in effect).  In rendering such opinion,  such counsel shall be
entitled to rely on published  figures for the average  weekly volume of trading
in shares of the Common Stock during the three months immediately  preceding the
date of such  opinion as reported  (i) on any  national  securities  exchange on
which such shares are listed or (ii) through the automated quotation system of a
registered securities association, as the case may be.

          5.  Incidental  Registration.  If, at any time  during a three  (3)
year  period commencing  from the date  hereof,  the Company  proposes to
register any of its Common  Stock  under the Act for sale to the  public
(except  with  respect  to registration  statements on Forms S-4, S-8, any forms
replacing such forms,  or any other form not available for  registering  the
Restricted  Stock for sale to the  public),  each  such time it will give at
least  thirty  (30) days  written notice  prior to the  filing of any
registration  statement  to all  holders of outstanding Restricted Stock of its
intention so to do. Upon the written request of any such holder,  given within
15 days after  receipt of any such notice,  to register any of that holder's
Restricted  Stock (which  request shall state the


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intended method of disposition thereof),  the Company will use its best efforts,
at no cost or  expense  to such  holder,  other  than  payment  of  underwriting
discounts or  commissions,  to cause the shares of Restricted  Stock as to which
registration shall have been so requested to be included in the securities to be
covered by the registration  statement proposed to be filed by the Company,  all
to the extent  requisite to permit the sale or other  disposition  by the holder
(in accordance with its written request) of such Restricted Stock so registered.
No  request  shall  be  made  under  this  Section  5  in  connection  with  any
registration of Common Stock in connection with a merger,  business  combination
or  asset  or  business  acquisition  transaction  unless  such  transaction  is
accompanied  by an offering  through which the Company is seeking to obtain cash
proceeds  through the sale of Common Stock or other  securities  convertible  or
exercisable  for Common Stock.  In the event that any  registration  pursuant to
this Section 5 shall be, in whole or in part, an underwritten public offering of
Common  Stock,  any request by a holder  pursuant to this  Section 5 to register
shares of Restricted  Stock shall specify that either (i) such Restricted  Stock
is to be included in an  underwriting  on the same terms and  conditions  as the
shares of Common  Stock  otherwise  being sold through  underwriters  under such
registration,  or (ii) such  Restricted  Stock is to be sold in the open  market
without any underwriting,  on terms and conditions  comparable to those normally
applicable to offerings of common stock in reasonably similar circumstances. If,
in  connection  with  any  registration  under  this  Section  5,  the  managing
underwriters  advise the Company in writing that in their  opinion the number of
securities  requested  to be  included in such  registration  exceeds the number
which can be sold in an orderly  manner in such  offering  within a price  range
acceptable  to the Company,  the Company will include in such  registration  (i)
first, the securities the Company proposes to sell, (ii) second,  the Restricted
Stock requested to be included in such registration,  pro rata among the holders
of such  Restricted  Stock on the basis of the number of shares  requested to be
registered by each such holder, and (iii) third,  other securities  requested to
be  included in such  registration.  Notwithstanding  anything  to the  contrary
contained  in this  Section  5, in the  event  that  there is a firm  commitment
underwritten  offering of securities of the Company  pursuant to a  registration
covering  Restricted  Stock and a selling  holder of shares of Restricted  Stock
does  not  sell  that  holder's  Restricted  Stock  to the  underwriters  of the
Company's securities in connection with such offering, such holder shall refrain
from selling any  Restricted  Stock whether or not  registered  pursuant to this
Section 5 during the period of distribution of the Company's  securities by such
underwriters and the period in which the underwriting  syndicate participates in
the after market;  provided,  however,  that such holder shall, in any event, be
entitled to sell its Restricted  Stock in connection  with such  registration or
otherwise  commencing  on the 180th  day  after  the  effective  date  of  such
registration statement.

          6.  Grant  of  Subsequent  Registration  Rights.  The  Company  hereby
covenants  and  agrees  not to grant  registration  rights,  of equal or greater
priority than the rights granted herein,  to any other party without the express
written  consent of the  holders of a majority  in  interest  of the  Restricted
Stock.

          7. Registration Procedures and Expenses.

                (a) If and whenever the Company is required by the  provisions
of Sections 4 or 5 hereof to effect or to use its best efforts to effect the
registration of any of the


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Restricted  Stock under the Act, the Company will, as expeditiously  as
possible:

                  (i)  prepare  and file  with the  Commission  a  registration
statement  (which,  in the case of an underwritten  public offering pursuant to
Section 4 hereof, shall be on Form S-1 or another form of general applicability
satisfactory  to the managing  underwriter  selected as therein  provided) with
respect to such securities and use its best efforts to cause such  registration
statement  to become and remain  effective  for the period of the  distribution
contemplated thereby (determined as hereinafter provided);

                  (ii) prepare and file with the Commission  such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective for
the  period of the  distribution  contemplated  thereby  and to comply  with the
provisions of the Act with respect to the  disposition of all  Restricted  Stock
covered by such registration  statement in accordance with the sellers' intended
method of disposition set forth in such registration statement for such period;

                  (iii)  furnish  to each  seller and to each  underwriter  such
number of copies  of the  registration  statement  and the  prospectus  included
therein  (including each preliminary  prospectus) as such persons may reasonably
request in order to  facilitate  the  public  sale or other  disposition  of the
Restricted Stock covered by such registration statement;

                  (iv)  use  its  best   efforts  to  register  or  qualify  the
Restricted Stock covered by such registration  statement under the securities or
blue sky laws of such  jurisdictions  as the sellers of Restricted  Stock or, in
the case of an underwritten  public  offering,  the managing  underwriter  shall
reasonably request,  provided that the Company shall not be obligated to qualify
to do business in any jurisdiction where it is not then qualified or to take any
action  that would  subject  it to service of process in suits  other than those
arising  out of the  offer or sale of  securities  covered  by the  registration
statement in a jurisdiction in which it is not then so subject;

                  (v)  immediately  notify each seller  under such  registration
statement and each underwriter,  at any time when a prospectus  relating thereto
is required to be  delivered  under the Act, of the  happening of any event as a
result of which the prospectus contained in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; and

                  (vi) use its best efforts (if the offering is underwritten)
to furnish,  at the request of any seller,  on the date that  Restricted  Stock
is  delivered to the underwriters for sale pursuant to such  registration or, if
the Restricted Stock is not being sold through underwriters,  or the date the
registration  statement becomes  effective;  (A) an opinion dated such date of
counsel  representing the Company for the purposes of such registration,
addressed to the underwriters and to such seller,  stating that such
registration  statement has become effective under the Act and that (1) to the
best knowledge of such counsel,  no stop order suspending the effectiveness
thereof has been issued and no proceedings for that purpose have been instituted
or are pending

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or  contemplated  under the Act, (2) the  registration  statement,  the related
prospectus,  and each  amendment  or supplement  thereof,  comply  as to  form
in all  material  respects  with  the requirements  of the  Act  and  the
applicable  rules  and  regulations  of the Commission  thereunder  (except
that such counsel need express no opinion as to financial  statements  contained
therein) and (3) to such other  effects as may reasonably be requested by
counsel for the underwriters,  and (B) a letter dated such date from the
independent  public  accountants  retained  by the  Company, addressed  to the
underwriters  and to  such  seller,  stating  that  they  are independent
public  accountants  within the meaning of the Act and that, in the opinion of
such accountants, the financial statements of the Company included in the
registration  statement or the  prospectus,  or any amendment or supplement
thereof,  comply  as to  form  in all  material  respects  with  the  applicable
accounting  requirements  of the Act, and such letter shall  additionally  cover
such other  financial  matters  with respect to the  registration  in respect of
which such letter is being given as such underwriters may reasonably request.

          For  purposes  of  paragraphs  (i)  and  (ii)  above,  the  period  of
distribution  of  Restricted  Stock  in a firm  commitment  underwritten  public
offering  shall be deemed to extend until each  underwriter  has  completed  the
distribution  of all  securities  purchased by it and shall not be less than 120
days after the effective date of the  registration of such  securities,  and the
period of distribution of Restricted  Stock in any other  registration  shall be
deemed to extend until the earlier of the sale of all  Restricted  Stock covered
thereby or 360 days after the effective date thereof.

          In connection with each registration hereunder,  the selling holder or
holders of Restricted Stock will promptly furnish to the Company in writing such
information with respect to themselves and the proposed  distribution by them as
shall be  reasonably  necessary in order to assure  compliance  with federal and
applicable   state   securities  laws  or  to  facilitate   preparation  of  the
registration statement.

                (b)  Each  holder  of  Restricted  Stock  agrees  that  if it
disposes of its shares in connection with the  registration of Restricted  Stock
pursuant  to this  Agreement,  it will do so in  accordance  with the  terms and
conditions of such  registration  statement and will comply with all  applicable
provisions of the Act and the  Securities  Exchange Act of 1934, as amended (the
"1934 Act").

          No holder shall have any right to take any action to restrain, enjoin,
or otherwise delay any  registration as a result of any controversy with respect
to the interpretation or implementation of this Section 7.

                (c) In connection with each registration  pursuant to Section 4
and 5 hereof covering an underwritten  public offering,  the Company agrees to
enter  into and  perform  its  obligations  under a written  agreement  with the
managing  underwriter  selected in the manner  herein  provided in such form and
containing such provisions as are customary in the securities  business for such
an arrangement  between major  underwriters  and companies of the Company's size
and  investment  stature,  provided  that such  agreement  shall not contain any
provision  applicable to the Company which is  inconsistent  with the provisions
hereof.

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                (d) At such time as the Company  registers shares of Common
Stock under the Act, it shall also  undertake  such  action  which is  required
to become a reporting company under Section 15(d) of the 1934 Act (if it is not
otherwise required to become a reporting  company under  Section 12 of such act)
and shall  thereafter timely file such periodic and other reports required
thereunder.

          8.  Expenses.  All expenses  incurred by the Company in complying with
Section 4 and 5 hereof,  including,  without  limitation,  all registration and
filing fees,  costs of  registering  or qualifying  Restricted  Stock under the
applicable blue sky laws under Section 7 (a)(vi)  printing  expenses,  fees and
disbursements of counsel for the Company and independent public accountants for
the Company,  fees of the National  Association  of Securities  Dealers,  Inc.,
transfer taxes, fees of transfer agents and registrars,  costs of insurance and
reasonable  fees and expenses of counsel for the sellers of  Restricted  Stock,
but excluding any Selling Expenses, are herein called "Registration  Expenses".
All underwriting  discounts and selling  commissions  applicable to the sale of
Restricted Stock are herein called "Selling Expenses".

          9. Effectiveness. The Company will use its best efforts to maintain
the effectiveness for up to 270 days of any registration statement pursuant to
which any of the shares of Restricted Stock are being offered, and from time to
time will amend or supplement such registration statement and the prospectus
contained therein as and to the extent necessary to comply with the Act and any
applicable state securities statute or regulation.

          10.  Indemnification.  In the event of a registration  of any of the
Restricted Stock  under  the Act  pursuant  to  Section 4 or 5 hereof,  the
Company  will indemnify and hold harmless each seller of such  Restricted  Stock
thereunder, the officers and  directors of each seller and each  underwriter  of
Restricted Stock  thereunder  and each other  person,  if any, who controls such
seller or underwriter within the meaning of the Act, against any losses,
claims, damages or  liabilities,  joint or several,  to which they may become
subject under the 1934 Act or otherwise,  insofar as such losses,  claims,
damages or liabilities (or actions in respect  thereof)  arise out of or are
based upon (i) any untrue statement or alleged  untrue  statement of any
material  fact  contained in any registration  statement under which such
Restricted  Stock was registered under the Act  pursuant  to  Section  4 or 5,
any  preliminary  prospectus  or final prospectus contained therein, or any
amendment or supplement thereof;  (ii) the omission or alleged  omission to
state  therein a material  fact required to be stated  therein or necessary to
make the  statements  therein not misleading or (iii) any  violation  or alleged
violation by the Company of the Act, the 1934 Act, any federal or state
securities law, or any rule or regulation promulgated under the Act,  the 1934
Act or any other  federal or state  securities  law in connection with the
offering covered by such  registration  statement,  and the Company will
reimburse each such seller, and officer,  directors, and each such underwriter
and each such controlling person for any legal or other expenses as they are
reasonably  incurred  by them in  connection  with  investigating  or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company  will not be liable in any such case if and to the extent that any such
loss,  claim,  damage,  liability or action  arises out of or is based upon  an
untrue  statement  or  omission  so  made in  reliance  upon  written
information  furnished by such seller,  officer,  director such  underwriter or
such controlling person.

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         In the event of a registration of any of the Restricted Stock under the
Act  pursuant  to Section 4 or 5 hereof,  each seller of such  Restricted  Stock
thereunder,  severally  and not jointly,  will  indemnify  and hold harmless the
Company and each person,  if any, who controls the Company within the meaning of
the Act, each officer of the company who signs the registration statement,  each
director  of the  Company,  each  underwriter  (including  any  broker or dealer
through  whom  Restricted  Stock may be sold) and each person who  controls  any
underwriter within the meaning of the Act, against all losses,  claims,  damages
or  liabilities,  joint or several,  to which they may become  subject under the
Act,  the 1934 Act or  otherwise,  insofar  as such  losses, claims,  damages or
liabilities  (or actions in respect  thereof) arise out of or are based upon (i)
any untrue  statement or alleged untrue statement of any material fact contained
in the  registration  statement under which such Restricted Stock was registered
under the Act  pursuant to Section 4 or 5 any  preliminary  prospectus  or final
prospectus  contained therein, or any amendment or supplement thereof,  (ii) the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein not  misleading,  or
(iii) any  violation  by the  Company of the Act,  the 1934 Act,  any federal or
state securities law or any rule or regulation  promulgated  under the Act, 1934
Act or any  federal or state  securities  law in  connection  with the  offering
covered by such registration statement,  and will reimburse the Company and each
such officer,  director,  underwriter  and  controlling  person for any legal or
other expenses  reasonably  incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,  however,
that such  seller will be liable  hereunder  in any such case if and only to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement or omission or made in reliance upon and in conformity
with  written  information  furnished  by such  seller  under an  instrument  or
document duly executed by such seller and stated to be  specifically  for use in
connection with such  registration  and provided  further that in no event shall
any amount  payable in indemnity  by a seller under this section  exceed the net
proceeds  received  by such seller in the  offering  out of which any such loss,
claim, damage liability or action occurs.

         Promptly  after  receipt by an  indemnified  party  hereunder  of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made  against the  indemnifying  party
hereunder,  notify the indemnifying  party in  writing  thereof,  but the
omission  so to notify  the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party other than under this
Section 10. In case any such action shall  be  brought  against  any
indemnified  party  and it shall  notify  the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to  participate
in and,  to the extent it shall  wish,  to assume and undertake the defense
thereof with counsel  satisfactory  to such  indemnified party, and, after
notice from the indemnifying  party to such indemnified party of  its  election
so  to  assume  and  undertake  the  defense  thereof,   the indemnifying  party
shall not be liable to such  indemnified  party under this Section 10 for any
legal  expenses  subsequently  incurred by such  indemnified party in connection
with the defense  thereof other than  reasonable  costs of investigation and of
liaison with counsel so selected;  provided, however, that if the defendants in
any such action include both the indemnified party and the indemnifying  party
and the indemnified


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party shall have reasonably  concluded that there may be reasonable  defenses
available to it which are different from or additional to those available to the
indemnifying  party or if the interests of the indemnified  party  reasonably
may be  deemed  to  conflict  with  the interests of the indemnifying party, the
indemnified party shall have the right to select a separate counsel and to
assume such legal defenses and otherwise to participate  in the defense of such
action,  with the expenses and fees of such separate  counsel  and  other
expenses  related  to such  participation  to be reimbursed by the indemnifying
party as incurred.

         11. Damages.

                (a) The  Company  recognizes  and  agrees  that  you  will not
have an adequate  remedy if the  Company  fails to comply  with the  provisions
of this Registration Rights Agreement  regarding  registration and that damages
will not be readily ascertainable, and the Company expressly agrees that, in the
event of such failure,  the Company shall not oppose an  application by you, or
any other person  entitled  to  the  benefits  of  these  provisions   requiring
specific performance of any provisions hereof or enjoining the Company from
continuing to commit any such breach of such provisions.

                (b) You recognize and agree that the Company will not have an
adequate remedy if you fail to comply with the  provisions  of this
Registration  Rights Agreement   regarding   registration  and  that  damages
will  not  be  readily ascertainable,  and you expressly agree that, in the
event of such failure,  you shall not oppose an application by the Company,  or
any other person entitled to the  benefits  of  these  provisions   requiring
specific  performance  of  any provisions  hereof or enjoining you from
continuing to commit any such breach of such provisions.

         12. Changes in Common Stock.  If, and as often as, there are any
changes in the Common  Stock  by  way  of  stock  split,   stock   dividend,
combination   or reclassification,   or  through   merger,   consolidation,
reorganization   or recapitalization, or by any other means, appropriate
adjustment shall be made in the  provisions  hereof,  as may be required,  so
that the rights and privileges granted hereby shall continue with respect to the
Common Stock as so changed.

         13. Representations  and Warranties of the Company.  The Company
represents and warrants  to  you  that  the  execution,   delivery  and
performance  of  this Registration  Rights  Agreement by the Company have been
duly  authorized by all requisite  corporate action and will not violate any
provision of law, any order of any court or other agency of government,  the
Certificate of Incorporation or By-laws of the Company,  or any provision of any
indenture,  agreement or other instrument to which it or any of its properties
or assets is bound,  or conflict with,  result in a breach of or constitute
(with due notice or lapse of time or both) a default  under any such  indenture,
agreement or other  instrument,  or result in the creation or imposition of any
lien,  charge or  encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.

         14. Miscellaneous.


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                (a) All covenants and agreements contained in this Registration
Rights Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the  respective  successors  and  assigns of you and the
Company  whether so expressed or not. Without  limiting the generality of the
foregoing,  the rights and  obligations  conferred  herein  on you by  virtue
of your  holding  of the Restricted  Stock shall inure to the benefit of any and
all  subsequent  holders from time to time of shares of the Restricted Stock
holding not less than twenty percent (20%) of the shares of Restricted Stock
initially issued to you.


                (b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by first class registered
mail,  postage prepaid, addressed as follows:

          If to the Company, then: Information Analysis Incorporated, at its
principal office at 11240 Waples Mill Road, Suite 400, Fairfax, VA 22030,
Attention: Richard S. DeRose, with a copy to: Mark J. Wishner, Esq., Michaels,
Wishner & Bonner, P.C., 1140 Connecticut Avenue, Suite 900, Washington, D.C.
20036.

          If to the  Investors,  then at the address shown on the records of the
Company.

          If to any  subsequent  holder of Restricted  Stock,  then to such
address as may have been furnished to the Company in writing by such holder;

Or, in any case, at such other address or addresses as shall have been furnished
in writing to the  Company (in the case of a holder of  Restricted  Stock) or to
the holders of Restricted Stock in the case of the Company.

                (c) This  Registration  Rights  Agreement  shall be governed  by
and  construed, interpreted,  and enforced in accordance  with the laws of the
Commonwealth  of Virginia.

                (d) This  Registration Rights  Agreement  constitutes the entire
agreement of the parties with respect to the subject  matter  hereof and may not
be modified or amended  except in writing  signed by the Company and the holders
of the modification of the shares of the Restricted Stock.  Notwithstanding  the
foregoing,  any  modification  or  amendment  to  this  Section  14(d)  and  any
modification  or  amendment  to other  provisions  in this  Registration  Rights
Agreement  which  increases  the  obligations  of any  holder or  holders of the
Restricted  Stock  hereunder  or which does not apply  equally to all parties to
this  Agreement  shall require the consent of the Company and all of the holders
of the Restricted Stock.

                (e) This  Registration  Rights Agreement  may be executed in two
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


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         IN WITNESS  WHEREOF,  this  Agreement has been executed as of the date
and year first written above.

                  INFORMATION ANALYSIS INCORPORATED

                  By: /s/ Richard S. DeRose
                     -----------------------------------

                  Title: Executive Vice President
                        --------------------------------


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