FEE AGREEMENT

In consideration of the covenants contained herein, the undersigned hereby agree to the terms and conditions of this Fee Agreement(Agreement) as follows: INFODATA SYSTEMS INC.(Assignor), and COMMERCE FUNDING CORPORATION(Assignee), agree that for the Term(as defined below) of this Agreement and pursuant to the terms and conditions set forth below, the Assignor shall deal with Assignee exclusively in the sale, assignment and factoring of those accounts receivable. During the Term of this Agreement, the Assignee and Assignor agree to be bound by the terms and conditions of this Agreement and of the ASSIGNMENT AND TRANSFER OF RECEIVABLES AGREEMENT(Assignment Agreement), executed on or about the date herein, and as may be executed from time to time in the future during the Term of this Agreement, which Assignment Agreement(s) is/are incorporated herein by reference. In the event of any conflict between the terms of this Agreement and the terms of the Assignment Agreement, the parties agree that the terms of the Assignment Agreement shall supersede and control over the terms of this Agreement. Any capitalized terms used in this Agreement shall have the meanings ascribed to such terms as provided in this Agreement or in the Assignment Agreement.

Term: The Term of this Agreement shall be for 12 months.

Commencement of Term: The Term shall commence upon the date of final acceptance of this Agreement by Assignee.

Renewal of Term: The Term will automatically renew for successive one-year periods unless cancelled by Assignor at any time at least thirty days or more prior to the last day of the existing Term.

Percentage of Debt: Up to 85% of the eligible Federal Government Contracts; and Up to 80% of the eligible Commercial Contracts.

Discretionary Facility Amount: Assignee at its sole discretion will make available to Assignor fundings up to an amount not to exceed One Million Dollars($1,000,000).

Transaction Fees: In further consideration for the purchase and financing of Accounts Receivable, Assignor agrees to pay Assignee the following fees, subject to increases in the Prime Rate(as reported in the Wall Street Journal):

a. Interest- A fee is to be paid semi-monthly at the Prime Rate(as reported in the Wall Street Journal), plus 1.75 percent, based on a 360-day year on the average principal balance outstanding.

b. Processing- A fee is to be paid at the rate of . 65% for the first 30-day period or part thereof, on gross invoice amounts. This fee will be prorated beginning the 31st day.

Notwithstanding the above, in any given month, the Interest and Processing Fees shall be subject to a Monthly Minimum Charge of an aggregate of One Thousand Nine Hundred Fifty Dollars($1,950.00), which may be deducted from payments otherwise due Assignor.

c. Wire Transfer- A fee is to be paid for each wire transfer. The current rate is$25.00 per wire, which may change from time to time.

d. Record Searches- A fee is to be paid for each search of state and county records with respect to Federal Tax Liens, Uniform Commercial Code filings and corporate good standing status. Said searches are conducted periodically and average approximately $45.00, with the actual fee being determined by location of the Assignor's recording jurisdiction.

e. Examination- A fee is to be paid by Assignor to Assignee for each records inspection at the rate of$500.00 per day plus out of pocket travel expenses related thereto, for the conduct of an audit, examination or verification of Assignor's books ad records by Assignee or its designated agent.

f. Advances- Fees will be paid on each Advance equal to the Interest fee stated above applied to the Advance amount plus the Processing fee above applied to the quotient resulting from the Advance amount divided by the Percentage of Debt stated above, plus an additional fee of.5% of the quotient above, which additional fee will be deducted from the advance at the time it is made.

Termination:

By Assignor: The Assignor may terminate this Agreement at any time and for any reason upon written notice, which termination shall take effect thirty(30) days after receipt by Assignee or its agents or representatives. If the Assignor terminates this Agreement before the expiration of the current Term, Assignors hall be liable for Termination Fees as set forth below.

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