OAO TECHNOLOGY SOLUTIONS INC
MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>6
<FILENAME>d50208_ex10-21.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>
Exhibit 10.21

                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is made as of the 1 day of
December,  2001 (the "Effective Date") by and between OAO TECHNOLOGY  SOLUTIONS,
INC. (the "Company") and GREGORY PRATT ("Executive").

     WHEREAS,  Executive  serves the Company  currently as its President,  Chief
Executive Officer and a member of its Board of Directors; and

     WHEREAS,  the Company  desires to continue to employ  Executive and thereby
retain the  continued  benefit of  Executive's  knowledge  and  experience,  and
Executive desires to accept such continued  employment  pursuant to the terms of
this Agreement.

     NOW THEREFORE,  in  consideration of these premises and the mutual promises
contained herein, and intending to be legally bound hereby, the parties agree as
follows:

Definitions.  Capitalized  terms used herein will have the meanings set forth in
the preamble of this Agreement, or as set forth below:

"Annual  Bonus" means,  as to any fiscal year ending during the Term,  the bonus
payable to Executive  pursuant to Section 4.1 of this  Agreement with respect to
that year.

"Annual Salary" means the base salary paid to Executive pursuant to Section 3 of
this Agreement, as the same may be increased from time to time.

"Average  Annual Bonus" means,  as of any given date,  the average of the Annual
Bonus paid by the Company to Executive  (whether  pursuant to this  Agreement or
prior to the execution of this  Agreement) for the three fiscal years  preceding
that date.

"Benefits"  means  the  employee  benefits  described  in  Section  4.2 of  this
Agreement.

"Board" means the Board of Directors of the Company.

"Cause"  exists when  Executive  (a) is  convicted in a court of law of a felony
involving moral turpitude, or enters a plea of guilty or nolo contendere to such
crime;  (b) is  dishonest  or engages in willful  misconduct  which  materially,
adversely  affects the  reputation or business  activities  of the Company;  (c)
engages in alcohol  abuse or use of  controlled  drugs (other than in accordance
with a physician's  prescription);  (d) fails or refuses to perform his material
duties in  accordance  with the terms of this  Agreement  or to carry out in all
material respects the reasonable and lawful  directives of the Board;  provided,
however,  that  termination  pursuant  to this  subsection  (d) will  constitute
termination  for Cause only if Executive has first received  written notice from
the Board stating with specificity the nature of such failure or refusal and, if
requested  by  Executive  within 10 days  thereafter,  Executive  is  afforded a
reasonable  opportunity to be heard before the Board;  or (e) engages in any act
of fraud, embezzlement or similar misconduct involving the Company or any of its
affiliates.


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"Change of Control" means the earliest to occur of the  following:  the approval
by the shareholders of the Company (or, if shareholder approval is not required,
the  approval  by the Board of) an  agreement  providing  for (i) the  merger or
consolidation of the Company with another  corporation where the shareholders of
the  Company,  immediately  prior  to the  merger  or  consolidation,  will  not
beneficially  own,  immediately  after  the  merger  or  consolidation,   shares
entitling  such  shareholders  to  more  than  50% of all  votes  to  which  all
shareholders of the surviving  corporation  would be entitled in the election of
directors  (without  consideration  of the rights of any class of stock to elect
directors by a separate class vote),  (ii) the sale or other  disposition of all
or  substantially  all of the assets of the Company,  or (iii) a liquidation  or
dissolution of the Company;  or the  replacement of a majority of the members of
the Board during any 12 month period by directors whose  appointment or election
is not endorsed or approved by a majority of the incumbent directors.

"COBRA" means 29 U.S.C.ss.ss.1161 - 1169.

"Code" means the Internal Revenue Code of 1986, as amended.

"Expiration Date" means the second anniversary of the Effective Date;  provided,
however, that unless either party provides written notice of non-renewal of this
Agreement at least three months prior to the second anniversary of the Effective
Date (or any subsequent  anniversary of the Effective Date, if this agreement is
extended  pursuant  to this  Section  1.10),  then the  Expiration  Date will be
extended automatically for an additional year.

"Good  Reason"  means  (a) a  material,  adverse  change in  Executive's  title,
authority or duties  (including the assignment to Executive of duties materially
inconsistent with his position as Chief Executive  Officer of the Company);  (b)
any  encouragement,  request or demand by any member of the Board that Executive
engage in acts that, in the  reasonable  judgment of  Executive,  are illegal or
unethical;  (c) a reduction  or other  material  adverse  change in  Executive's
Annual Salary or the percentage of Annual Salary eligible for an Annual Bonus or
Benefits  that is not cured  within 15 days  after  delivery  to the  Company of
written notice  thereof;  (d) any other  material  breach by the Company of this
Agreement or any other  agreement  between the Company and Executive that is not
cured within 15 days after  delivery to the Company of written  notice  thereof;
(e) a failure  to  reelect  Executive  to the  Board;  (f) a  relocation  of the
Company's  principal  executive  offices in Greenbelt,  Maryland by more than 25
miles;  and (g)  notice  by the  Company  of  non-renewal  of the  Agreement  as
described in Section 1.10.

"Indemnification  Agreement"  means any  obligation  of the Company to indemnify
Executive  for his acts  performed  as an officer or  director  of the  Company,
whether pursuant to this Agreement, a separate indemnification  agreement by and
between Executive and the Company, the by-laws of the Company or otherwise.

"Information  Technology  Solutions" means (a) application  software development
and maintenance,  (b) claims processing software  development for the healthcare
industry,  and (c) fixed price, multiple year infrastructure  management that is
sold on a prime or subcontractor basis.

"Non-Qualified  Plan"  means  any  non-qualified   deferred   compensation  plan
maintained by the Company from time to time.


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"Parachute  Excise Tax" means the federal  excise tax levied on certain  "excess
parachute  payments" under Section 4999 of the Code (or any successor  provision
thereto).

"Restrictive  Covenants"  means the provisions  contained in Section 5.1 of this
Agreement.

"Severance Period" means, as of any given date, a period equal to 15 months.

"Term"  means the  period  beginning  on the  Effective  Date and  ending on the
earlier of: (a) the Expiration Date, or (b) the date that Executive's employment
with the Company is terminated for any reason.

"Total  Payments" means the total of all payments made to Executive  pursuant to
this  Agreement  (other than  payments  made  pursuant  to Section  6.2(b)(ii)),
together with any other  payments that Executive has a right to receive from the
Company or any of its affiliates.

Duration of  Agreement;  Duties.  Executive's  employment  by the Company may be
terminated at any time; provided,  however,  that during the Term, the terms and
conditions of Executive's employment by the Company will be as herein set forth.
During the Term,  Executive  will  serve as the  Company's  President  and Chief
Executive  Officer and will devote his best efforts and substantially all of his
business  time and  services  to the  Company to perform  such  duties as may be
customarily  incident to such  position and as may  reasonably  be assigned from
time to time by the Board.  Executive will render his services  hereunder to the
Company and its affiliates and will use his best efforts, judgment and energy in
the performance of the duties assigned to him. Executive will perform his duties
primarily at the Company's principal  executive offices in Greenbelt,  Maryland,
provided  that  Executive's  duties  may  require  him to travel  and to perform
services at other locations from time to time.

Annual  Salary.  Executive  hereby  agrees to accept,  as  compensation  for all
services rendered by Executive in any capacity hereunder, an initial base salary
at an annual rate of $335,000  commencing on the Effective  Date and  continuing
until  expiration or termination  of the Term.  This Annual Salary and all other
cash  payments  made under this  Agreement  will be inclusive of all  applicable
income, social security and other taxes and charges which are required by law to
be withheld from  Executive's  wages by the Company,  and which will be withheld
and paid in accordance with the Company's normal payroll  practices from time to
time in effect.  The Annual  Salary will be  reviewed on an annual  basis by the
Compensation  Committee of the Board and may be increased from time to time with
the approval of the Board;  provided,  however,  that the Annual  Salary will be
increased  by not less than five percent (5%) as of the first day of each fiscal
year of the Company.

Bonus and Benefits.

Annual Bonus.  With respect to each fiscal year of the Company ending during the
Term,  Executive  will be  eligible  to  receive  an Annual  Bonus to the extent
Executive  meets or exceeds  specified  personal  performance  goals  and/or the
Company meets or exceeds specified  corporate  performance goals. Year One. With
respect to the current fiscal year of the Company, Executive's Annual Bonus will
be paid in accordance with the bonus plan previously approved by the Board.


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Subsequent Years.

In General.  For each fiscal year of the Company after the current  fiscal year,
Executive  will be  eligible  to  receive  an Annual  Bonus of up to 100% of his
Annual Salary based on the  achievement  of corporate  and personal  performance
goals.  The Annual Bonus will be payable in two parts:  (A) 20% of Annual Salary
will be payable upon  fulfillment  of personal  performance  goals  ("Individual
Annual Bonus") and (B) 80% of Annual Salary will be payable upon  achievement of
corporate performance goals ("Corporate Annual Bonus").

Establishment  of Performance  Goals.  Prior to the first quarter of each fiscal
year,  Executive and the  Compensation  Committee of the Board will agree on the
following  items with  respect  to that year:  (A) all  Corporate  Annual  Bonus
performance  goals  (which  will be  based on  achieving  the  Company's  annual
budget), and (B) with respect to the Individual Annual Bonus (1) the methodology
for measuring  individual  performance,  (2) the threshold(s) at which a partial
Individual  Annual  Bonus will be  payable,  and (3) the  amount of any  partial
Individual Annual Bonus payable at each such threshold.

Partial  Achievement of Goals. If performance goals are  substantially  (but not
fully)  achieved,  Executive will be entitled to receive a partial Annual Bonus,
as follows:

Partial  Achievement of Corporate Goals. If less than 85% of the corporate goals
are  achieved,  no Corporate  Annual Bonus will be paid. If 85% of the corporate
goals are achieved,  a Corporate Annual Bonus equal to 35% of Annual Salary will
be payable to Executive.  If the portion of the corporate goals achieved is more
than eighty-five  percent (85%) and less than one hundred twelve percent (112%),
the amount of the  Corporate  Annual  Bonus  payable to  Executive  will equal a
percentage of Annual Salary determined in accordance with the following formula,
where "x" is the percentage of the corporate goals achieved:

35 + [(x - 85) * 1.67]

Partial Achievement of Personal Goals. A partial Individual Annual Bonus will be
determined  in  accordance   with  the   methodology   developed  under  Section
4.1(b)(ii), above.

Superior Performance. If greater than one hundred twelve (112%) of the corporate
goals are achieved,  Executive will be entitled to receive an incremental annual
bonus (the "Superior  Performance Bonus") up to an additional 50% of Executive's
Annual  Salary  based  on a  formula  to  be  established  by  the  Compensation
Committee.  Any amounts paid as a Superior Performance Bonus will be included as
Annual Bonus for purposes of this agreement.

Measurement of Performance and Adjustment of Goals. The determination of whether
corporate  performance goals have been achieved for any fiscal year will be made
with  reference to the Company's  audited  financial  statements for that fiscal
year. From time to time, the Board, with the consent of Executive (which consent
will not be  unreasonably  withheld),  may make  adjustments  to the personal or
corporate  performance  goals so that  required  departures  from the  Company's
operating budget, changes in accounting principles, acquisitions,  dispositions,
mergers,  consolidations  and other  corporate  transactions,  and other factors
influencing  the  achievement  or  calculation  of those goals do not affect the
operation of this Section 4.1 in a manner  inconsistent  with the achievement of
its intended purposes.

Payment Timing.  Any amount payable pursuant to this Section 4.1 will be paid as
soon as  practicable  following the Board's  approval of the  Company's  audited
financial statements for the relevant fiscal year.

Benefits.

Generally.  Executive  will be entitled  to  participate  in all benefit  plans,
policies or  arrangements  sponsored or  maintained  by the Company from time to
time for its senior executive officers.

Non-Qualified Plans.

Throughout the Term, the Company will continue to maintain a Non-Qualified Plan.

For each year ending during the Term,  Executive's  account in the Non-Qualified
Plan will be credited with an employer  contribution at least equal (measured as
a percent of Annual Salary) to the employer contribution that was credited under
the OAO Technology Solutions,  Inc. Executive and Director Deferred Compensation
Plan with respect to 2000 and such contribution will vest at least as


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<PAGE>


rapidly as the vesting schedule contained in the OAO Technology Solutions,  Inc.
Executive  and  Director  Deferred  Compensation  Plan  as of the  date  of this
Agreement and, once vested, will not be divested for any reason.

Each  Non-Qualified  Plan will provide that the commencement of the distribution
of  Executive's  account  therein will not be required to commence  earlier than
five (5) years following his termination of employment;  provided, however, that
each  Non-Qualified  Plan will also permit  Executive to elect to receive a lump
sum  distribution of any portions of his vested account at any time upon payment
of a 10% early distribution penalty.

Other  Benefits.  Executive  will be entitled to the  benefits  specified in the
attached Exhibit A.

Vacation.  Executive  will be entitled to paid vacation  during each fiscal year
(taken  consecutively  or in segments) in an amount that is (i) reasonable given
Executive's position, duties and responsibilities  hereunder and (ii) reasonably
consistent   with   proper   performance   by   Executive   of  his  duties  and
responsibilities  hereunder.  Such  vacation  will  accrue and be  scheduled  in
accordance with the Company's  standard policies and practices as in effect from
time to time. Any accrued but unused  vacation may be carried over to subsequent
years or, at Executive's elective, cashed out annually.

Expenses.  The  Company  will  pay or  reimburse  Executive  for all  reasonable
business,  entertainment  and  travel  expenses  incurred  in the  course of his
employment in accordance with the Company's  standard  policies and practices as
in effect from time to time.

Non-Compete;  Confidentiality;  Intellectual  Property.  Executive  agrees to be
bound by the Restrictive Covenants set forth in this Section 5.

Restrictive Covenants.

Non-Compete.

Executive agrees that during the Term and for a period of 15 months  thereafter,
or such  lesser  term,  but not less than 6 months,  as the Board may  determine
within  60 days of any such  termination,  Executive  will  not,  without  prior
written approval of the Board,  directly or indirectly through any other person,
firm, company or entity,  whether  individually or in conjunction with any other
person, or as an employee, agent, consultant,  representative, partner or holder
of any interest in any other person,  firm,  company or other  association:  (A)
engage,  participate or become  interested in any other business  engaged in the
provision of Information Technology Solutions; (B) solicit, entice or induce any
Customer  (as  defined  below) to engage  any other  person,  firm or company to
provide them with  Information  Technology  Solutions or to cease doing business
with the Company,  and  Executive  will not  approach  any such person,  firm or
company for such purpose or  authorize  or knowingly  approve the taking of such
actions by any other  person;  or (C)  solicit,  entice or induce any person who
presently  is or at any time  during the Term is an  employee  of the Company to
become  employed  by any  other  person,  firm  or  company  or to  leave  their
employment  with the Company,  and Executive will not approach any such employee
for such purpose or authorize or knowingly approve the taking of such actions by
any other person.  For purposes of this Section 5, a "Customer" means any person
or entity which at the time of determination shall be, or shall have been within
two years prior to such time, a client, customer, distributor or reseller of the
Company.

Nothing  in  the  foregoing  will  prohibit  Executive  from  investing  in  the
securities  of any company  having  securities  listed on a national  securities
exchange,  provided  that  such  investment  does not  exceed 5% of any class of
securities of any company, and provided that such ownership represents a passive
investment and that neither Executive nor any group of persons including him, in
any way, either directly or indirectly, manages or exercises control of any such
company,  guarantees any of its financial obligations,  otherwise takes any part
in its business, other than exercising his rights as a shareholder,  or seeks to
do any of the foregoing.

Confidentiality.  Executive acknowledges that during the term of his employment,
he will have  access  to  confidential  information  of the  Company,  including
information about "Developments" (as defined in Section 5.1(c)), business plans,
costs,  customers,  profits,  markets,  sales, products, key personnel,  pricing
policies,  operational  methods and other business affairs and methods and other
information  not  available to the public or in the public  domain  (hereinafter
referred to as  "Confidential  Information").  In  recognition of the foregoing,
Executive  covenants  and agrees  that,  except as required by his duties to the
Company,  Executive will keep secret all Confidential Information of the Company
and will not,  directly  or  indirectly,  either  during the Term or at any time
thereafter while such Confidential Information remains confidential, disclose or
disseminate to anyone or make use of, for any purpose  whatsoever except for the
benefit  of the  Company  in the  course  of his


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employment,   any  Confidential  Information,   and  upon  termination  of  this
employment,  Executive  will  promptly  deliver  to  the  Company  all  tangible
materials and objects containing Confidential  Information (including all copies
thereof,  whether  prepared by Executive or others) which he may possess or have
under his  control.  The term  "Confidential  Information"  will not include any
information  which can be  demonstrated to be generally known in the industry or
to the public other than through breach of Executive's obligations hereunder.

Ownership of Inventions and Ideas.  Executive acknowledges that the Company will
be the  sole  owner of all the  results  and  proceeds  of  Executive's  service
hereunder,  including  but not limited  to, all  patents,  patent  applications,
patent rights,  formulas,  copyrights,  inventions,  developments,  discoveries,
other improvements,  data, documentation,  drawings,  charts, and other written,
audio  and/or  visual  materials  relating  to  equipment,   methods,  products,
processes,  or programs in connection  with or useful to the Company's  business
(collectively, the "Developments") which Executive, by himself or in conjunction
with any other  person,  may  conceive,  make,  acquire,  acquire  knowledge of,
develop or create during the term of Executive's employment hereunder,  free and
clear  of any  claims  by  Executive  (or any  assignee  of him) of any  kind or
character  whatsoever  other than Executive's  right to compensation  hereunder.
Executive  acknowledges that all  copyrightable  Developments will be considered
works made for hire under the Federal  Copyright Act.  Executive  hereby assigns
and transfers his right, title and interest in and to all such Developments, and
agrees that he will,  at the request of the Company,  execute or cooperate  with
the Company in any patent applications,  execute such assignments,  certificates
or other  instruments,  and do any and all other acts, as the Board from time to
time reasonably deems necessary or desirable to evidence,  establish,  maintain,
perfect,  protect,  enforce or defend the Company's right, title and interest in
or to any such Developments.

Rights and Remedies Upon Breach.  Executive  acknowledges  that the  Restrictive
Covenants are reasonable  and necessary to protect the  legitimate  interests of
the Company and that the Company  would not have entered into this  Agreement in
the absence of the Restrictive  Covenants.  Executive also acknowledges that any
breach by him, willfully or otherwise,  of the Restrictive  Covenants will cause
continuing  and  irreparable  injury to the Company for which  monetary  damages
would not be an adequate remedy. Executive will not, in any action or proceeding
to enforce any of the provisions of this Agreement,  assert the claim or defense
that such an adequate  remedy at law exists.  In the event of any such breach by
Executive,  the Company will have the right to enforce the Restrictive Covenants
by seeking injunctive or other relief in any court, without any requirement that
a bond or other security be posted, and this Agreement will not in any way limit
remedies of law or in equity otherwise available to the Company.

Extension of  Restricted  Period.  If Executive  is  determined  to have been in
breach of Section  5.1(a) by a court or  arbitrator  of competent  jurisdiction,
then the duration of the restrictions contained in that section will be extended
for a period equal to the period that  Executive is  determined  to have been in
breach of those restrictions.

Judicial  Modification.  If any  court  determines  that any of the  Restrictive
Covenants,  or any part  thereof,  is  unenforceable  because of the duration or
geographical  scope of such provision,  such court will have the power to modify
such  provision  and,  in  its  modified  form,  such  provision  will  then  be
enforceable.

Disclosure of Restrictive Covenants.  The Company may disclose the existence and
terms of the  Restrictive  Covenants set forth in this Section 5 to any employer
that  Executive may work for during the Restricted  Period.  Upon request of the
Company, Executive will provide the name and address of any such employer.

Termination.  Executive's  employment hereunder may be terminated by the Company
or Executive at any time. Upon such  termination,  Executive will be entitled to
the compensation and benefits as described in this Section 6.


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Termination  Without  Cause or for Good Reason.  If  Executive's  employment  is
terminated  by the  Company  without  Cause or by  Executive  for  Good  Reason,
Executive will be entitled to:

     payment of all  accrued  and unpaid  Annual  Salary and  accrued but unused
     vacation days through the date of such termination;

     payment of any Annual  Bonus  payable  with respect to a fiscal year of the
     Company ending prior to such termination;

     continuation  of health care  coverage for  Executive  (and,  to the extent
     covered  immediately  prior to the date of the termination,  his spouse and
     dependents),  at the same  cost  charged  to  Executive  for such  coverage
     immediately prior to Executive's termination,  until the earlier of (i) the
     end of the Severance Period,  or (ii) Executive's  eligibility for coverage
     under another employer's group health plan;

     payment for reasonable executive outplacement services;

     payment of monthly  severance  payments for the  duration of the  Severance
     Period in an amount equal to (i) one-twelfth of his Annual Salary as of the
     date of such  termination,  plus (ii) one-twelfth the Average Annual Bonus,
     plus (iii) the monthly car allowance specified in Exhibit A;

     payment of a pro-rata  Annual  Bonus for the  fiscal  year of  termination,
     which bonus will be determined by multiplying the Annual Bonus  opportunity
     for that  fiscal  year  times  (i) the  formula  set forth in  Section  4.1
     (b)(iii)(A)  by  annualizing  the  Company's  earnings  through the date of
     termination,  times (ii) a  fraction,  the  numerator  of which will be the
     number  of  days   elapsed  in  the  fiscal  year   preceding   Executive's
     termination,  and the  denominator of which will 365. Such pro-rata  Annual
     Bonus  will  be  paid  within  thirty  (30)  days   following   Executive's
     termination;

     accelerated vesting of equity and equity-based incentives and Non-Qualified
     Plan benefits by crediting  Executive,  as of the  termination  date,  with
     additional  service  credit for  purposes of vesting  under each equity and
     equity-based   incentive  held  by  Executive   immediately  prior  to  his
     termination  and under each  Non-Qualified  Plan for a period  equal to the
     greater of (i) the time remaining  until the  Expiration  Date, or (ii) the
     remainder of the fiscal year in which such termination occurs; and

     with  respect to any options  then held by  Executive  to purchase  capital
     stock of the Company,  extension of the post-termination exercise period of
     such options to 90 days  following  the end of the  Severance  Period.  The
     severance  benefits  described  in this Section 6.1 will be paid in lieu of
     and not in addition to any other  severance  arrangement  maintained by the
     Company.

Change of Control Terminations.

If  Executive's  employment  with the  Company is  terminated  without  Cause or
Executive  resigns  for any reason  within six (6) months  following a Change in
Control,  Executive  will be  entitled  to all  payments,  rights  and  benefits
provided  pursuant to Section 6.1, except that (i) the Severance  Period will be
extended by nine (9) months; and (ii) all periodic payments will be converted to
an undiscounted lump sum, payable immediately following upon termination.

Subject to Section  6.2(b)(i),  the amount  payable under Section 6.2(a) will be
made without regard to whether the  deductibility  of such payments  (considered
together  with any  other  entitlements  or  payments  otherwise  paid or due to
Executive) would be limited or precluded by Section 280G of the Code and without
regard to whether such payments  would subject  Executive to a Parachute  Excise
Tax.

Notwithstanding  the foregoing,  if the Total Payments  would, in the absence of
this Section  6.2(b)(i),  result in the imposition of a Parachute  Excise Tax on
Executive,  then the Total  Payments will be reduced to the extent  necessary to
eliminate the imposition of a Parachute Excise Tax; provided,  however,  that if
the amount by which the Total Payments would be reduced pursuant to this Section
6.2(b)(i)  exceeds  10% of the  amount  of the  Total  Payments,  then the Total
Payments will not be reduced and Section 6.2(b)(ii) will apply.

Subject to Section  6.2(b)(i),  if payment of the Total  Payments  result in the
imposition  of a  Parachute  Excise  Tax,  Executive  will  be  entitled  to  an
additional  payment in an amount such that,  after the payment of the  Parachute
Excise Tax with respect to the Total Payments and the payment of all federal and
state income, employment and excise taxes on additional payment made pursuant to
this Section 6.2(b)(ii),  Executive will be in the same after-tax position as if
no Parachute Excise Tax had been imposed.

The  determination  of the amount of the Total  Payments and whether and to what
extent reductions or payments under Sections 6.2(b) are required to be made will
be made at the Company's  expense by an independent  auditor  selected by mutual
agreement  of the Company and  Executive.  In the event of any  underpayment  or
overpayment to Executive (determined after the application of Sections 6.2(b)(i)
and (ii)),  the amount of such  underpayment or overpayment will be, as promptly
as practicable, paid


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by the Company to Executive or refunded by Executive to the Company, as the case
may be, with  interest  at the  applicable  federal  rate  specified  in Section
7872(f)(2) of the Code.

Other Terminations.  If Executive's employment with the Company is terminated by
the  Company  for  Cause,  as a result  of  Executive's  death,  as a result  of
Executive's disability,  or by Executive without Good Reason, then the Company's
obligation  to  Executive  will be limited  solely to the payment of accrued and
unpaid  Annual  Salary and accrued but unused  vacation days through the date of
such termination and the payment of any unpaid Annual Bonus payable with respect
to a fiscal year of the Company  ending  prior to such  termination.  All Annual
Salary and Benefits will cease at the time of such  termination  and,  except as
otherwise  provided in this  Section  6.3, in any  Indemnification  Agreement or
pursuant to COBRA,  the Company will have no further  liability or obligation to
Executive  following  such  termination.  The foregoing will not be construed to
limit Executive's  rights under any employee benefit plan, policy or arrangement
of the Company.

Miscellaneous

Successors  and  Assigns.  This  Agreement  will inure to the  benefit of and be
binding  upon  the  Company  and  Executive  and  their  respective  successors,
executors,  administrators,  heirs and/or permitted assigns; provided,  however,
that  neither  Executive  nor the  Company  may  make  any  assignments  of this
Agreement or any interest herein, by operation of law or otherwise,  without the
prior written consent of the other party, except that, without such consent, the
Company may assign this Agreement to any successor to all or  substantially  all
of its  assets  and  business  by means  of  liquidation,  dissolution,  merger,
consolidation, transfer of assets, or otherwise.

Indemnification.  The Company  hereby  agrees to  indemnify  Executive  for acts
performed  in his  capacity  as an officer  and  director  of the Company to the
maximum  extent permit by Delaware law, and to maintain in full force and effect
directors' and officers'  liability  insurance to fund that indemnity in amounts
and on terms at least equal to those in effect on the date of this Agreement.

Notice.  Any notice or communication  required or permitted under this Agreement
will be made in  writing  and (a)  sent by  overnight  courier,  (b)  mailed  by
certified  or  registered  mail,   return  receipt  requested  or  (c)  sent  by
telecopier, addressed as follows:

                  If to Executive:          Mr. Gregory A. Pratt
                                            3651 Elder Oaks Boulevard
                                            Apt. No. 3106
                                            Bowie, Maryland 20716

                  with a copy to:           Pepper Hamilton LLP
                                            3000 Two Logan Square
                                            18th & Arch Streets
                                            Philadelphia, PA 19103
                                            Attn:  Barry M. Abelson, Esq.
                                            Fax:  215-981-4750

                  If to Company:            OAO Technology Solutions, Inc.
                                            7500 Greenway Center, 16th Floor
                                            Greenbelt, MD  20770-3522
                                            Attn: Chairman of the Board
                                            Fax:  212-634-1155
                                            Copy to General Counsel:
                                            Fax: 301-486-1035

or to such other  address as either  party may from time to time duly specify by
notice given to the other party in the manner specified above.

Acknowledgement  of Review.  Each party expressly  acknowledges and recites that
he/ it,  as  applicable,  (a) has read and  understands  this  Agreement  in its
entirety,  and (b) had a meaningful opportunity to consult with an attorney with
respect to this Agreement before signing.

Entire Agreement;  Amendments.  This Agreement contains the entire agreement and
understanding  of the parties hereto relating to the subject matter hereof,  and
merges and supersedes all prior and contemporaneous discussions,  agreements and
understandings  of every nature  relating to the  employment of Executive by the


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<PAGE>


Company,   including  (without  limitation)  the  Employment  Agreement  between
Executive and the Company dated June 25, 1998. This Agreement may not be changed
or modified,  except by an  Agreement  in writing  signed by each of the parties
hereto.

Waiver.  Any waiver by either  party of any breach of any term or  condition  in
this  Agreement will not operate as a waiver of any other breach of such term or
condition or of any other term or condition, nor will any failure to enforce any
provision hereof operate as a waiver of such provision or of any other provision
hereof or constitute  or be deemed a waiver or release of any other  rights,  in
law or in equity.

Governing  Law. This  Agreement  will be governed by, and enforced in accordance
with, the laws of the State of Delaware,  without  regard to the  application of
the principles of conflicts of laws.

Dispute Resolution.

Good-Faith Negotiations.  If any dispute arises under this Agreement that is not
settled  promptly in the ordinary  course of business,  the parties will seek to
resolve any such dispute between them, first, by negotiating  promptly with each
other in good faith in face-to-face  negotiations.  If the parties are unable to
resolve the dispute  between them within 20 business days (or such period as the
parties  otherwise  agree)  through these  face-to-face  negotiations,  then the
controversy or claim will be settled by arbitration  conducted on a confidential
basis,  under the U.S.  Arbitration  Act, if  applicable,  and the then  current
Commercial  Arbitration  Rules  of the  American  Arbitration  Association  (the
"Association")  strictly in accordance  with the terms of this Agreement and the
substantive law of the State of Delaware.  The arbitration  will be conducted at
the Association's  regional office located closest to Company's  principal place
of business by one  arbitrator  experienced  in employment  matters  selected by
mutual  agreement of Executive and the Company.  Judgment upon the  arbitrator's
award  may be  entered  and  enforced  in any court of  competent  jurisdiction.
Neither  party will  institute a  proceeding  hereunder  unless at least 10 days
prior  thereto,  such party  provided  written  notice to the other party of its
intent to do so.

Notwithstanding  the  foregoing,  the Company will not be precluded  hereby from
securing  equitable  remedies in courts of any jurisdiction  including,  but not
limited to, temporary restraining orders and preliminary  injunctions to protect
its  rights  and  interests  but will not be  sought as a means to avoid or stay
arbitration.

Severability.  Whenever  possible,  each  provision  of this  Agreement  will be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any other  provision or the  effectiveness  or validity of any  provision in any
other jurisdiction,  and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid,  illegal or unenforceable provision had
never been contained herein.

Section  Headings.  The section  headings in this Agreement are for  convenience
only;   they  form  no  part  of  this   Agreement   and  will  not  affect  its
interpretation.

Counterparts and Facsimiles. This Agreement may be executed, including execution
by  facsimile  signature,  in one or more  counterparts,  each of which  will be
deemed an original,  and all of which  together will be deemed to be one and the
same instrument.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and Executive has executed this Agreement,  in each
case as of the date first above written.

                                        OAO TECHNOLOGY SOLUTIONS, INC.

                                        By: ____________________________________

                                        Name & Title:___________________________

                                        EXECUTIVE

                                        ________________________________________


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<PAGE>


EXHIBIT A - BENEFITS


$800 per month car allowance

Reasonable  annual  dues  in one  country  club  and a  one-time  allowance  for
initiation fees up to $25,000

Reasonable annual dues in one business eating club and a one-time  allowance for
initiation fees up to $5,000

Payment of reasonable costs of annual tax and financial planning

Payment of reasonable attorney fees associated with negotiation of the Agreement

Provision  of  unused  executive  relocation  benefits  in  accordance  with the
Company's   policies  and  practices  in  effect  at  the  time  of  Executive's
commencement  of  employment  with the Company,  but without  regard to any time
limit for the provision of such benefits.

At such time as all statutory  restrictions  and  limitations are removed but no
sooner than Tuesday,  April 23, 2002,  Executive is hereby granted the right, to
purchase up to 750,000 shares of OAO Technology Solutions, Inc., common stock at
the price of $1.65, subject to a promissory note between Mr. Pratt and OAOT, the
terms, security and duration of which shall be substantially similar to those of
the  final  version  of the  previous  instrument,  as it was  finally  amended,
including all exhibits thereto.


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</TEXT>
</DOCUMENT>
