EXHIBIT 10.2

1. Adopted by the Board of Directors on January 31, 1997; approved by the Shareholders on February 3, 1997.

2. Amended by the Board of Directors on December 11, 1997.

MAXIMUS, INC.

1997 DIRECTOR STOCK OPTION PLAN

The purpose of this 1997 Director Stock Option Plan (the "Plan") of MAXIMUS, Inc. (the "Company") is to attract and retain highly qualified non-employee directors of the Company and to encourage ownership of stock of the Company by such directors so as to provide additional incentives to promote the success of the Company.

1. ADMINISTRATION OF THE PLAN.

Grants of stock options under the Plan shall be automatic as provided in Section 6. However, all questions of interpretation with respect to the Plan and options granted under it shall be determined by the Board of Directors of the Company (the "Board") or by a committee consisting of one or more directors appointed by the Board and such determination shall be final and binding upon all persons having an interest in the Plan.

2. PERSONS ELIGIBLE TO PARTICIPATE IN THE PLAN.

Each director of the Company who is not an employee of the Company or of any subsidiary of the Company shall be eligible to participate in the Plan unless such director irrevocably elects not to participate.

3. SHARES SUBJECT TO THE PLAN.

(a) The aggregate number of shares of the Company's Common Stock which may be optioned under this Plan is 100,000 shares. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

(b) In the event of a stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change relating to the Company's Common Stock, the maximum aggregate number and kind of shares or securities of the Company as to which options may be granted under this Plan and as to which options then outstanding shall be exercisable, and the exercise price of such options shall be appropriately adjusted so that the proportionate number of shares or other securities as to which options may be granted and the proportionate interest of holders of outstanding options shall be maintained as before the occurrence of such event.

(c) In the event of a consolidation or merger of the Company with another corporation where the Company's shareholders do not own a majority in interest of the surviving or resulting corporation, or the sale or exchange of all or substantially all of the assets of the Company, or a reorganization or liquidation of the Company, any deferred exercise period shall be automatically accelerated and each holder of an outstanding option shall be entitled to receive upon exercise and payment in accordance with the terms of the option the same shares, securities or property as he would have been entitled to receive upon the occurrence of such event if he had been, immediately prior to such event, the holder of the number of shares of Common Stock purchasable under his or her option; provided, however, that in lieu of the foregoing the Board may upon written notice to each holder of an outstanding option or right under the Plan, provide that such option or right shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised.

(d) Whenever options under this Plan lapse or terminate or otherwise become unexercisable the shares of Common Stock which were subject to such options may again be subjected to options under this Plan. The Company shall at all times while this Plan is in force reserve such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Plan.

4. NON-STATUTORY STOCK OPTIONS.

All options granted under this Plan shall be non-statutory options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

5. FORM OF OPTIONS.

Options granted hereunder shall be in such form as the Board or any committee appointed pursuant to Section 1 above may from time to time determine.

6. GRANT OF OPTIONS AND OPTION TERMS.

(a) AUTOMATIC GRANT OF OPTIONS. Upon (i) the election of any eligible director after the adoption of this Plan by the Board (whether such election is by the Board or shareholders and whether to fill a vacancy or otherwise), (ii) election or re-election of any eligible director at the Company's 1998 annual meeting of shareholders, and (iii) election or re-election at any annual meeting thereafter, each eligible director shall automatically be granted an option (each, an "Option") to purchase 5,000 shares of Common Stock for each year of the term of office for which such director has been elected, treating partial years as full years for this purpose. Therefore, at each annual meeting occurring at a time the Company has a staggered Board of Directors which are re-elected every three years, Options shall be granted to all eligible directors being elected or re-elected to three year terms to purchase 15,000 shares. No Options shall be granted hereunder after ten years from the date on which this Plan was initially approved and adopted by the Board.

(b) GRANT OF OPTIONS DATED DECEMBER 11, 1997. Each director granted an Option under this Plan prior to December 11, 1997 shall be granted an Option on December

11, 1997, to purchase that number of shares of Common Stock which, when aggregated with shares purchasable under all prior Options granted to such director under this Plan, equals the total number of shares such director would have received Options to purchase had this Plan, as amended on December 11, 1997, been in effect the date the directors was first elected to the Board.

(c) DATE OF GRANT. The "Date of Grant" for Options granted under this Plan shall be the date of election or re-election as a director, or for Options granted pursuant to Section 6(b), December 11, 1997, as the case may be.

(d) EXERCISE PRICE. The exercise price for each Option granted under this Plan shall be the current fair market value of a share of Common Stock of the Company as determined by the closing price for the Company's Common Stock as reported by the New York Stock Exchange, or the principal exchange on which the Common Stock is then traded, as the case may be, on the last trading day prior to Date of Grant.

(e) TERM OF OPTION. The term of each option granted under this Plan shall be ten years from the Date of Grant.

(f) EXERCISABILITY OF OPTIONS. (i) The Options granted under Section 6(a) shall become exercisable with respect to 5,000 shares on the Date of Grant, and if such Option is for more than 5,000 shares, such Option shall become exercisable as to 5,000 shares on the next, or each of the next two annual meetings of shareholders of the Company, as the case may be, (i.e., options to purchase 15,000 shares of Common Stock granted at the 1998 annual meeting will become exercisable with respect to 5,000 shares at each of the Date of Grant, the 1999 and 2000 annual meetings of shareholders), but in all cases if and only if the option holder is a member of the Board at the opening of business on that date.

(ii) Any Option granted under Section 6(b) shall become immediately exercisable for that number of shares of Common Stock necessary for the director to hold in aggregate the number of exercisable Options such director would have held had this Plan, as amended on December 11, 1997, been in effect the date such director was first elected to the Board. At the 1998 annual meeting of shareholders, and each subsequent such annual meeting, any then remaining unexercised portion of an Option granted under Section 6(b) shall become exercisable for an amount equal to the difference between five thousand (5,000) and the number of shares for which the option held by the director immediately prior to December 11, 1997 becomes exercisable at such meeting.

(g) GENERAL EXERCISE TERMS. Directors holding exercisable Options under this Plan who cease to serve as members of the Board may, during their lifetime, exercise the rights they had under such Options at the time they ceased being a director for the full unexpired term of such Option. Any rights that have not yet become exercisable shall terminate upon cessation of membership on the Board. Upon the death of a director, those entitled to do so shall have the right, at any time within twelve months after the date of death, to exercise in whole or in part any rights which were available to the director at the time of his or her death. The rights of the Option holder may be exercised by the holder's guardian or legal representative in the case of disability and by the beneficiary designated by the holder in

writing delivered to the Company or, if none has been designated, by the holder's estate or his or her transferee on death in accordance with this Plan, in the case of death. Options granted under the Plan shall terminate, and no rights thereunder may be exercised, after the expiration of the applicable exercise period. Notwithstanding the foregoing provisions of this section, no rights under any Options may be exercised after the expiration of ten years from their Date of Grant.

(h) METHOD OF EXERCISE AND PAYMENT. Options may be exercised only by written notice to the Company at its head office accompanied by payment of the full exercise price for the shares of Common Stock as to which they are exercised. The exercise price shall be paid in cash or by check or in shares of Common Stock of the Company, or in any combination thereof. Shares of Common Stock surrendered in payment of the exercise price shall have been held by the person exercising the option for at least six months, unless otherwise permitted by the Board. The value of shares delivered in payment of the exercise price shall be their fair market value, as determined in accordance with Section 6(c) above, as of the date of exercise. Upon receipt of such notice and payment, the Company shall promptly issue and deliver to the optionee (or other person entitled to exercise the option) a certificate or certificates for the number of shares as to which the exercise is made.

(i) NON-TRANSFERABILITY. Options granted under this Plan shall not be transferable by the holder thereof otherwise than by will or the laws of descent and distribution and are exercisable during such person's lifetime only by such person or by such person's guardian or legal representative; provided that the Board or any committee appointed by the Board may in its discretion waive such restriction in any case.

7. LIMITATION OF RIGHTS.

(a) NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the granting of an option or any other action taken pursuant to the Plan, shall constitute an agreement or understanding, express or implied, that the Company will retain an option holder as a director for any period of time or at any particular rate of compensation.

(b) NO SHAREHOLDERS' RIGHTS FOR OPTIONS. A director shall have no rights as a shareholder with respect to the shares covered by options until the date the director exercises such options and pays the exercise price to the Company, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such option is exercised and paid for.

8. AMENDMENT OR TERMINATION.

The Board may amend or terminate this Plan at any time. The Board may amend or modify any outstanding option in any respect, provided that the optionee's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the optionee.

9. SHAREHOLDER APPROVAL.

This Plan was approved by the shareholders of the Company on February 3, 1997 and amendments hereto adopted by the Board shall be subject to further shareholder approval only to the extent required by law or the New York Stock Exchange or otherwise deemed advisable by the Board of Directors. In the event such further approval by the shareholders is not obtained, all options granted under this Plan shall be void and without effect.

10. GOVERNING LAW.

This Plan shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia.

EXHIBIT 10.11.1

Crestar Bank
8245 Boone Boulevard
Vienna, VA 22182-3871

September 30, 1997

Mr. David V. Mastran
Chief Executive Officer
MAXIMUS, Inc.
1356 Beverly Rd.
McLean, VA 22l01

Dear David:

Crestar Bank (the Bank) is pleased to advise you that it has renewed the $10,000,000 revolving line of credit (the Line) for MAXIMUS, Inc., a Virginia corporation (the Borrower), subject to the terms, covenants and conditions set forth in this letter agreement (as amended from time to time, the Agreement). Certain capitalized terms used in this Agreement are defined on the attached Schedule of Definitions. This Agreement is a renewal and replacement of the Agreement dated June 29, 1995 and accepted by the Borrower on July 10, 1995, as amended.

Amount. The aggregate principal amount of Advances under the Line outstanding at any time shall not exceed $10,000,000. Within this limit, the Borrower may borrow, repay and reborrow until March 31, 1999 (the Termination Date). The Bank may in its sole discretion continue to make Advances after the Termination Date, but it shall have no obligation to do so. Advances made after the Termination Date on any one or more occasions shall not be deemed to be an extension of the Termination Date and shall not obligate the Bank to make Advances on any subsequent occasion.

Cancellation. The Bank shall have the right to cancel the Line at any time upon written notice to the Borrower given at least 30 days prior to the effective date of such cancellation. Any Advances subsequent to the giving of such notice shall be made in the sole and absolute discretion of the Bank.

Interest. Advances shall bear interest at a per annum rate equal to the Applicable Spread plus LIBOR. Accrued interest shall be payable monthly, in arrears, on the 1st day of each month, and on the Termination Date. Interest shall be calculated on the basis of a year of 360 days and for actual days elapsed.

Use of Proceeds. The proceeds of Advances shall be used to pay current operating expenses, carry accounts receivable and for other short-term working capital needs of the Borrower.

LC Subfacility. The Borrower may request that the Bank issue letters of credit for the account of the Borrower from time to time prior to the Termination Date, the aggregate principal face amounts of which shall not exceed $5,000,000 at any one time outstanding; provided, however, that no Letter of Credit will be issued by the Bank if, after such issuance, the aggregate principal amount of the outstanding Advances and the aggregate outstanding face amounts of the Letters of Credit would exceed $10,000,000. The purpose, form and substance of each letter of credit must be acceptable to the Bank. Unless otherwise approved by the Bank, no letter of credit shall have a term of more than one year and may be renewable annually thereafter, subject to the Bank's prior cancellation of such Letter of Credit, in its sole discretion, within 30 days prior to the anniversary date of the issuance of such Letter of Credit. At least three days prior to the issuance of a letter of credit, the Borrower shall execute and deliver an Application and Agreement for Irrevocable Standby Letter of Credit on the Bank s standard form. The Bank shall be reimbursed on demand by the Borrower for any draws paid by the Bank under a letter of credit, together with interest from the date of such demand at the Prime Rate. Subject to the terms of this Agreement, the Borrower may use the proceeds of an Advance to pay any Indebtedness arising out of a Letter of Credit. The Borrower shall pay a nonrefundable annual commission to the Bank for each letter of credit equal to the Applicable LC Commission multiplied by the face amount, payable quarterly in advance starting on the date of issuance and each quarterly thereafter for the number of days the letter of credit is to be outstanding (calculated on the basis of a year of 360 days) and an opening fee of $200.

Payments. Advances shall be repaid on demand, or if demand is not sooner made, on the Termination Date. The Borrower agrees that the Bank may demand payment even if an Event of Default has not occurred. The Borrower agrees that it shall repay the Line immediately if the outstanding Line balance exceeds the Borrowing Base in an amount equal to the excess.

MAXIMUS, Inc.
September 30, 1997

Administrative Fee. The Borrower agrees to pay to the Bank an audit and administrative fee of $5,000 per annum. due at closing and on any renewal or extension of the Termination Date. If any such renewal or extension is not for a one year period, the fee will be pro rated accordingly.

Conditions. The following are conditions precedent to each Advance:

(a) Loan Documents. Receipt by the Bank of all Loan Documents, duly executed by all applicable parties;

(b) Organizational Documents. Receipt by the Bank of certified copies of resolutions and organizational documents of the Borrower, a certificate as to the incumbency and signatures of the authorized officers or representatives of the Borrower, and current good standing certificates issued by the appropriate public officials in the Borrower's state of formation and each jurisdiction in which it does business;

(c) Insurance. Receipt by the Bank of certificates or policies of insurance confirming that all insurance required by the Loan Documents has been obtained;

(d) Systems Report. If required by the Bank, completion by the Bank of a satisfactory examination report of the Borrower's systems (the Systems Report);

(e) Satisfactory Documents. All documents, certificates and opinions delivered under this Agreement must be in form and substance satisfactory to the Bank and its counsel; and

(f) No Defaults. No Default shall be continuing.

Representations and Warranties. In order to induce the Bank to extend credit to the Borrower, the Borrower represents and warrants as follows:

(a) Execution of Documents. The Borrower has the power and has taken all of the necessary actions to execute, deliver and perform the terms of the Loan Documents. When executed and delivered, the Loan Documents will be binding obligations of the Borrower, enforceable in accordance with their terms and will not violate any provisions of law or conflict with, result in a breach of or constitute a default under the organizational documents of the Borrower or under any other agreement to which the Borrower is a party.

(b) Financial Statements. All financial statements and information delivered to the Bank by the Borrower in connection with this Agreement are correct and complete and present fairly the financial condition, and reflect all known liabilities, contingent or otherwise, of the Borrower as of the dates of such statements and information, were prepared in accordance with GAAP in the case of the Borrower and, since such dates, no material adverse change in the assets, liabilities, financial condition, business or operations of the Borrower has occurred.

(c) No Litigation. There is no action, suit or proceeding pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower that may, either in any case or in the aggregate, result in any material adverse change in the business, properties or assets or in the condition, financial or otherwise, of the Borrower, or that may result in any material liability on the part of the Borrower. This representation is exclusive of the suit brought by Network Six, Inc. against the Borrower as disclosed in the Borrower's 10-Q dated June 30, 1997.

(d) Debarment. No event has occurred and no condition exists that is likely to result in the debarment or suspension of the Borrower from any Government Contracts, and the Borrower has not, nor has any Affiliate, been subject to any such debarment or suspension.

(e) Compliance with Laws. The Borrower is in compliance in all material respects with all federal, state and local laws, regulations and ordinances.

MAXIMUS, Inc.
September 30, 1997

(f) Debt. The Borrower is not in default with respect to any debt.

(g) Subsidiaries. The Borrower does not have any subsidiaries.

Covenants. In consideration of credit extended or to be extended by the Bank, the Borrower covenants and agrees that, unless the Bank otherwise consents in writing:

(a) Financial Reporting Requirements. The Borrower shall deliver to the Bank (1) within 120 days after the close of each of its fiscal years, audited financial statements of the Borrower, prepared in accordance with GAAP, including a balance sheet, income statement, statements of stockholders' equity and of cash flows, prepared by an independent certified public accounting firm acceptable to the Bank and accompanied by an unqualified opinion of such firm; (2) within 45 days after the end of each quarter of each of its fiscal years, (i) Form 1 0-Q including unaudited financial statements of the Borrower, a balance sheet and income statement, prepared in accordance with GAAP, (ii) a Covenant Compliance Certificate of the Borrower's chief financial of finer, and (iii) status and backlog reports relating to the Borrower's contracts; (3) promptly upon receipt, copies of any reports submitted to the Borrower by its independent certified public accountants in connection with examinations of the Borrower's financial statements; and (4) such other information concerning the financial condition of the Borrower as the Bank from time to time may reasonably request. All financial statements and reports shall be in form and detail acceptable to the Bank and shall be certified to be accurate by a duly authorized of finer of the Borrower.

(b) Notices. The Borrower shall furnish to the Bank prompt written notice of (1) the occurrence of each Default or an Event of Default, (2) the institution of any material litigation concerning the Borrower, and (3) any final decision of a contracting of finer disallowing costs aggregating more than $250,000 with respect to a Government Contract.

(c) Systems Examinations. The Bank shall have the right to perform systems examinations from time to time in accordance with its standard procedures.

(d) Compliance with Laws. The Borrower shall comply with all applicable laws and regulations and shall pay all taxes, assessments or government charges lawfully levied or imposed on or against it or any of its properties. The Borrower shall not take any action that would result in the debarment or suspension of the Borrower from contracting with the Government.

(e) Liens. The Borrower shall not permit any Lien to attach to any of its assets other than Permitted Liens.

(f) Guaranties. The Borrower shall not guarantee, endorse, become contingently liable upon or assume the obligations of any Person, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

(g) Debt. The Borrower-shall not permit to exist any debt other than Permitted Debt.

(h) Dividends and Distributions. The Borrower shall notify the Bank in writing 60 days prior to (1) the declaration or payment of any dividends or distributions to its equity owners or (2) the issuance, redemption, repurchase or retirement of any of its equity interests.

(i) Loans and Investments. The Borrower shall not make or permit to exist any loans to, or debt or equity investments in, acquire all or substantially all of the assets of, or merge or consolidate with any Person, other than accounts receivable that arise in the ordinary course of business. The Borrower shall not acquire or form any subsidiary, enter into any joint venture agreement, or become a partner in any partnership; provided that with the consent of the Bank, the Borrower may enter into joint venture or teaming agreements with other Persons to perform contracts. This not withstanding, the Borrower may make investments in or acquire the assets of any Person in a complimentary line of business to the Borrower as long as the total consideration for such investments or acquisitions, in the aggregate, is less than $20,000,000 during the term of this facility.

MAXIMUS, Inc.
September 30, 1997

(j) Financial Covenants. The Borrower shall maintain at all times (1) an excess of current assets to current liabilities of not less than 1.5 to 1, (2) Tangible Net Worth of not less than $60,000,000, and (3) a ratio of total liabilities to Tangible Net Worth of not more than 1.5 to 1.

Default. Upon the occurrence of an Event of Default, any obligation of the Bank to make Advances shall terminate and the Bank, at its option, by written notice to the Borrower. may declare all Indebtedness to the Bank to be immediately due and payable.

Accounting Terms. Each accounting term used in this Agreement, not otherwise defined, will have the meaning given to it under GAAP as in effect on the date of this Agreement, applied on a consistent basis.

Notices. All notices, requests, demands or other communications provided for this Agreement or any other Loan Document shall be in writing and shall be delivered by hand, sent prepaid by a recognized overnight delivery service or sent by the United States mail, certified, postage prepaid, return receipt requested, to the Bank or to the Borrower at their addresses set forth in this Agreement.

Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Bank and the Borrower, and their respective successors and assigns, provided that the Borrower may not assign or transfer its rights under this Agreement.

Sole Agreement. This Agreement and the other Loan Documents represent the entire agreement between the Bank and the Borrower, and supersede all prior commitments and may be modified only by an agreement in writing. The other Loan Documents shall contain such terms as the Bank customarily requires for financings of the type described in this Agreement.

Survival of Agreement. All terms contained in this Agreement shall survive the delivery of this Agreement and the other Loan Documents and the making of the Advances and shall remain in full force and effect until the Indebtedness is fully discharged.

Governing Law. This Agreement w ill be governed by the laws of the Commonwealth of Virginia, without reference to conflict of laws principles.

Expenses. Whether or not any Advances are made under this Agreement, the Borrower shall pay all out-of-pocket expenses (including reasonable attorneys' fees) incurred by the Bank in connection with the preparation of this Agreement and the other Loan Documents and the transactions contemplated by this Agreement.

Counterparts. This Agreement may be executed in counterparts, and all such counterparts together shall constitute one and the same Agreement.

The Borrower may accept this Agreement by signing below and returning an executed copy to the Bank prior to November 21, 1997. Upon receipt by the Bank of such executed copy prior to such date, this Agreement will become a binding agreement between the Bank and the Borrower.

Sincerely yours,

CRESTAR BANK

By: /s/ John M. Cannon
    ------------------------------
         John M. Cannon, VP

SIGNATURES CONTINUE ON FOLLOWING PAGE

MAXIMUS, Inc.
September 30, 1997

ACCEPTED: September 30, 1997

BORROWER

MAXIMUS, Inc.

By:      /s/ David V. Mastran
   -----------------------------------------------
         David V. Mastran, Chief Executive Officer


By:      /s/ Raymond B. Ruddy
   -----------------------------------------------
         Raymond B. Ruddy, Chairman of the Board

SCHEDULE OF DEFINITIONS

The following terms shall have the meanings set forth below when such terms are used in the Loan Documents:

"Advance" means any advance of funds under the Line.

"Affiliate" means any Person in which the Borrower has an ownership interest, whether direct or indirect, and any joint venture to which the Borrower is a party.

"Applicable LC Commission" means as of the date of the Agreement, 0.8%. Based on the Leverage Ratio in effect on the last day of each fiscal quarter of the Borrower, beginning on September 30, 1997, the Applicable LC Commission shall be adjusted to the percentage corresponding to the applicable Leverage Ratio:

Leverage Ratio                                     Applicable LC Commission
--------------                                     ------------------------
Less than 0.8 to 1                                                  0.8%
 Greater than or equal to 0:8 to 1 and less
than or equal to 1.25 to 1                                 1.0%
Greater than 1.25 to 1                                     1.25%

The Applicable LC Commission shall be adjusted as of the first day of the calendar month following receipt by the Bank of the Borrower's quarterly financial statements. If such statements are not received within the required time limits, the Applicable Spread shall be equal to the highest percentage until the next adjustment date at the option of the Bank.

"Applicable Spread" means as of the date of the Agreement, 0.65%. Based on the Leverage Ratio in effect on the last day of each fiscal quarter of the Borrower, beginning on September 30, 1997, the Applicable Spread shall be adjusted to the percentage corresponding to the applicable Leverage Ratio:

Leverage Ratio                                     Applicable Spread
--------------                                     -----------------
Less than 0.8 to 1                                                  0.65%
Greater than or equal to 0:8 to 1 and less
 than or equal to 1.25 to 1                                0.95%
 Greater than 1.25 to 1                                    1.25%

The Applicable Spread shall be adjusted as of the first day of the calendar month following receipt by the Bank of the Borrower's quarterly financial statements. If such statements are not received within the required time limits, the Applicable Spread shall be equal to the highest percentage until the next adjustment date at the option of the Bank.

"Customer" means any Person obligated on an account receivable of the Borrower.

"Default" means any Event of Default or any event that with the giving of notice, or lapse of time, or both, would constitute an Event of Default.

"Event of Default" means the occurrence of a default or event of default under any Loan Document after the expiration of all applicable grace periods.

"GAAP" means generally accepted accounting principles consistently applied.

"Government" means the United States of America and any of its departments and agencies.

"Government Contract" means any contract with the Government under which the Borrower is the prime contractor or a subcontractor.

"Indebtedness" means all indebtedness, liabilities and obligations of the Borrower to the Bank, whether now existing or arising in the future, direct or indirect, fixed or contingent, whether related or unrelated to the Line, and whether of a similar or different class, including, without limitation, overdrafts, guaranties and obligations to reimburse the Bank for amounts paid

by it under letters of credit issued by the Bank for the account of the Borrower.

"Leverage Ratio" means at any time, the ratio of total liabilities of the Borrower, as determined in accordance with GAAP, to Tangible Net Worth.

"LIBOR" means the rate at which United States Dollar deposits with maturities of one month are offered to leading banks in the London interbank market.

"Lien" means any mortgage, deed of trust, assignment, pledge, lien, security interest, charge or encumbrance of any kind or nature, including the interest of the lessor under a capitalized lease.

"Loan Documents" means the Agreement, the Note and any other document that evidences, secures, governs or otherwise relates to any of the Indebtedness, including, without limitation, any letter of credit application and agreement, subordination agreement, negative pledge agreement, deed of trust, mortgage, security agreement, pledge agreement or assignment.

"Note" means a promissory note, on the Bank's standard form, in the principal amount of the Line, made by the Borrower and evidencing the obligation of the Borrower to repay the Advances, together with accrued interest, and any amendments to or replacements of such promissory note.

"Permitted Debt" means (a) the Indebtedness, (b) purchase money financing and capitalized lease obligations for fixed assets not exceeding $250,000 in the aggregate outstanding at any time, (c) Subordinated Debt, and
(d) ordinary and customary trade accounts payable.

"Permitted Liens" means (a) Liens securing the Indebtedness, and (b) Liens securing any purchase money financing or capitalized lease obligations described in the definition of Permitted Debt.

"Person" means any individual, partnership, limited liability company, joint venture, corporation, trust, governmental subdivision or agency or any other entity of any nature.

"Prime Rate" means the rate established by the Bank from time to time and recorded in its Credit Administration Division as a reference for fixing the lending rate on certain commercial loans. The Prime Rate is not necessarily the lowest or most favorable interest rate charged by the Bank.

"Security Agreement" means a security agreement from the Borrower on the Bank's standard form, creating a first priority security interest in any Collateral.

"Subordinated Debt" means debt of the Borrower subordinated to the Indebtedness or terms acceptable to the Bank.

"Tangible Net Worth" means, at any time, amounts that would be included under stockholders' equity on the balance sheet of the Borrower in accordance with GAAP consistently applied, provided that, in any event, such amounts are to be net of amounts carried on the books of the Borrower for (1) any write-up in the book value of any assets of the Borrower resulting from a revaluation subsequent to the date of this Agreement, (2) treasury stock, (3) unamortized debt discount expense, (4) any cost of investments in excess of net assets acquired at any time of acquisition by the Borrower, (5) loans, advances or other amounts owed to the Borrower by any Affiliate or investments in any Affiliate, (6) unmarketable securities, and (7) patents, patent applications, copyrights, trademarks, trade names, goodwill, research and development costs,

Borrower:                MAXIMUS, INC.
Loan Amount:             Ten Million Dollars and no cents ($10,000,000.00)
Borrower's Address:      1356 Beverly Road, Suite 300
                         Mc Lean, VA 22101-3625
Officer:                 John M Cannon _______ (initials)  Date: September 30,1997
Account No:              04300022378842   Note No: 4003   Note Type: Renewal Loan

For Value Received, the undersigned (whether one or more) jointly and severally promise to pay to the order of Crestar Bank (the "Bank") at any of its offices, or at such place as the Bank may designate in writing, without offset and in immediately available funds, the Loan Amount shown above. including or plus interest, and any other amounts due, upon the terms specified below.

LOAN TYPE:                Revolving Master Borrowing Line

                          This is an open end revolving line of credit. You may
                          borrow an aggregate principal amount up to the Loan
                          Amount shown above outstanding at any one time.

REPAYMENT TERMS:          Principal on demand, plus interest, but the
                          undersigned shall be liable for only so much of the
                          Loan Amount as shall be equal to the total advanced
                          to or for the undersigned, or any of them, by the
                          Bank from time to time, less all payments made by or
                          for the undersigned and applied by the Bank to
                          principal, plus interest on each such advance, and
                          any other amounts due all as shown on the Bank's
                          books and records, which shall be prima facie
                          evidence of the amount owed.

                          This Master Borrowing arrangement will terminate upon
                          written notice from the Bank to the undersigned, or
                          if such notice is not sooner given, on 03/31/2001,
                          unless an alternate termination date is indicated in
                          the Agreement", as defined below.

                          THE BANK SHALL HAVE THE RIGHT TO DEMAND PAYMENT AT
                          ANY TIME EVEN IF AN EVENT OF DEFAULT (AS IDENTIFIED
                          IN THIS NOTE) HAS NOT OCCURRED.

ADDITIONAL TERMS AND CONDITIONS:

This Note is governed by additional terms and conditions contained in a(n) Letter Agreement between the undersigned and the Bank dated September 30, 1997, and any modifications, renewals, extensions or replacements thereof (the "Agreement"), which is incorporated in this

Note by reference. In the event of a conflict between any term or condition contained in this Note and in the Agreement, such term or condition of the Agreement shall control.

INTEREST

Accrued interest will be payable on the first day of each month beginning on December 1, 1997.

Interest will accrue daily on an actual/360 basis (that is, on the actual number of days elapsed over a year of 360 days).

Each scheduled payment made on this Note will be applied to accrued interest before it is applied to principal. Interest will accrue from the date of this Note on the unpaid balance and will continue to accrue after maturity, whether by acceleration or otherwise, until this Note is paid in full. If this is a variable rate transaction, the interest rate is prospectively subject to increase or decrease without prior notice, and if this is a Term-Variable Payment loan, adjustments in the payment schedule will be made as necessary. If this is a variable transaction which uses a Crestar Prime Rate as the Index, the Index is subject to increase or decrease at the sole option of the Bank.

Subject to the above, interest per annum payable on this Note (the "Rate") will be the applicable Rate as outlined in Exhibit A, incorporated herein by reference. Adjustments to the Rate shall be effective in accordance with Exhibit A.

IMPORTANT NOTICE

THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

This Note represents a renewal and refinance of the balance owed on note number 043000223788424003 dated April 10, 1996, in the original principal amount of $10,000,000.00.

COLLATERAL

Any collateral pledged to the Bank to secure any of the undersigned's existing or future liabilities to the Bank shall secure this Note. To the extent permitted by law, each of the undersigned grants to the Bank a security interest in and a lien upon all deposits or investments maintained by the undersigned with, and all indebtedness owed to the undersigned by, the Bank or any of its affiliates.

All of this security is referred to collectively as the "Collateral." The Collateral is security for the payment of this Note and any other liability (including overdrafts and future advances) of the undersigned to the Bank, however evidenced, now existing or hereafter incurred, matured or unmatured, direct or indirect, absolute or contingent, several, joint, or joint and several, including any extensions, modifications or renewals. The proceeds of any Collateral may be applied against the liabilities of the undersigned to the Bank in any order at the option of the Bank.

LOAN PURPOSE AND UPDATED FINANCIAL INFORMATION REQUIRED

The undersigned warrant and represent that the loan evidenced by this Note is being made solely for the purpose of acquiring or carrying on a business, professional or commercial activity or acquiring real or personal property as an investment (other than a personal investment) or for carrying on an investment activity (other than a personal investment activity). The undersigned agree to provide to the Bank updated financial information, including, but not limited to. tax returns, current financial statements in form satisfactory to the Bank, as well as additional information, reports or schedules (financial or otherwise), all as the Bank may from time to time request.

DEFAULT, ACCELERATION AND SETOFF

Any one of the following will constitute an event of default under the terms of this Note: (1) the failure to make when due any instalment or other payment, whether of principal, interest, late charges or other authorized charges due under this Note, or the failure to pay the amount demanded by the Bank if this Note is payable on demand; (2) the death, dissolution, merger, acquisition, consolidation or termination of existence of the undersigned, any guarantor of the indebtedness of any of the undersigned to the Bank, any endorser, or any other party to this Note (collectively called a "Party"); (3) the insolvency or inability to pay debts as they mature of any Party, or the application for the appointment of a receiver for any Party or the filing of a petition under any provision of the Bankruptcy Code or other insolvency law, statute or proceeding by or against any Party or any assignment for the benefit of creditors by or against any Party; (4) the entry of a judgment against any Party or the issuance or service of any attachment, levy or garnishment against any Party or the property of any Party, or the repossession or seizure of property of any Party; (5) a determination by the Bank that it deems itself insecure or that a material adverse change in the financial condition of any Party or decline

or depreciation in the value or market value of any Collateral has occurred since the date of this Note or is reasonably anticipated; (6) the failure of any Party to perform any other obligation to the Bank under this Note or under any other agreement with the Bank; (7) the occurrence of an event of default with respect to any existing or future indebtedness of any Party to the Bank or any other creditor of the Party; (8) a material change in the ownership, control or management of any Party that is an entity, unless such change is approved by the Bank in its sole discretion; (9) if any Party gives notice to the Bank purporting to terminate its obligations under or with respect to this Note; (10) the sale or transfer by a Party of all or substantially all of its assets other than in the ordinary Yourself business; or (11) any Party commits fraud or makes a material misrepresentation at any time in connection with this Note. If an event of default occurs, or in the event of non-payment of this Note in full at maturity, the entire unpaid balance of this Note will, at the option of the Bank, become immediately due and payable, without notice or demand. Upon the occurrence of an event of default, the Bank will be entitled to interest on the unpaid balance at the stated Rate plus 2.00% (the "Default Rate"), unless otherwise required by law, until paid in full. To the extent permitted by law, upon default, the Bank will have the right, in addition to all other remedies permitted by law, to set off the amount due under this Note or due under any other obligation to the Bank against any and all accounts, whether checking or savings or otherwise, credits, money, stocks, bonds or other security or property of any nature on deposit with, held by, owed by, or in the possession of, the Bank or any of its affiliates to the credit of or for the account of any Party, without notice to or consent by any Party. The remedies provided in this Note and any other agreement between the Bank and any Party are cumulative and not exclusive of any remedies provided by law.

CAPITAL ADEQUACY

Should the Bank, after the date of this Note, determine that the adoption of any law or regulation regarding capital adequacy, or any change in its interpretation or administration, has or would have the effect of reducing the Bank's rate of return under this Note to a level below that which the Bank could have achieved but for the adoption or change, by an amount which the Bank considers to be material, then, from time to time, 30 days after written demand by the Bank, the undersigned shall pay to the Bank such additional amounts as will compensate the Bank for the reduction. Each demand by the Bank will be made in good faith and accompanied by a certificate claiming compensation under this paragraph and stating the amounts to be paid to it and the basis for the payment.

LATE CHARGES AND OTHER AUTHORIZED CHARGES

If any portion of a payment is at least ten (10) days past due, the undersigned agree to pay a late charge of 5.00% of the amount which is past due. Unless prohibited by applicable law, the undersigned agree to pay the fee established by the Bank from time to time for returned checks if a payment is made on this Note with a check and the check is dishonored for any reason after the second presentment. In addition, as permitted by applicable law, the undersigned agree to pay the following: (1) all expenses, including, without limitation, all court or collection costs, and attorneys' fees of 25% of the unpaid balance of this Note, or actual attorneys' fees if in excess of such amount, whether suit be brought or not, incurred in collecting this Note; (2) all costs incurred in evaluating, preserving or disposing of any Collateral granted as security for the

payment of this Note, including the cost of any audits, appraisals, appraisal updates, reappraisals or environmental inspections which the Bank from time to time in its sole discretion may deem necessary; (3) any premiums for property insurance purchased on behalf of the undersigned or on behalf of the owner(s) of the Collateral pursuant to any security instrument relating to the Collateral; (4) any expenses or costs incurred in defending any claim arising out of the execution of this Note or the obligation which it evidences, or otherwise involving the employment by the Bank of attorneys with respect to this Note and the obligations it evidences; and (5) any other charges permitted by applicable law. The undersigned agree to pay these authorized charges on demand or, at the Bank's option, the charges may be added to the unpaid balance of the Note and will accrue interest at the stated Rate. Upon the occurrence of an event of default, interest will accrue at the Default Rate.

WAIVERS

The undersigned and each other Party waive presentment, demand, protest, notice of protest and notice of dishonor and waive all exemptions, whether homestead or otherwise, as to the obligations evidenced by this Note. The undersigned and each other Party waive any rights to require the Bank to proceed against any other Party or person or any Collateral before proceeding against the undersigned or any of them, or any other Party, and agree that without notice to any Party and without affecting any Party's liability, the Bank, at any time or times, may grant extensions of the time for payment or other indulgences to any Party or permit the renewal or modification of this Note, or permit the substitution, exchange or release of any Collateral for this Note and may add or release any Party primarily or secondarily liable. The undersigned and each other Party agree that the Bank may apply all monies made available to it from any part of the proceeds of the disposition of any Collateral or by exercise of the right of setoff either to the obligations under this Note or to any other obligations of any Party to the Bank, as the Bank may elect from time to time. The undersigned also waive any rights afforded to them by Sections 49-25 and 49-26 of the Code of Virginia of 1950 as amended.
TO THE EXTENT LEGALLY PERMISSIBLE, THE UNDERSIGNED WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION RELATING TO TRANSACTIONS UNDER THIS NOTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

JUDGMENT BY CONFESSION

The undersigned hereby duly constitute and appoint Susan M. Banks or C. B. Bohannon or Brian C. Middleton as the true and lawful attorney-in-fact for them in any or all of their names, place and stead, and upon the occurrence of an event of default, to confess judgment against them, or any of them, in the Circuit Court for the County of Fairfax, Virginia, upon this Note and all amounts owed hereunder, including all costs of collection, attorneys' fees equal to 25% of the unpaid principal balance hereof and court costs, hereby ratifying and confirming the acts of said attorney-in-fact as if done by themselves, expressly waiving benefit of any homestead or other exemption laws.

SEVERABILITY, AMENDMENTS AND NO WAIVER BY BANK

Any provision of this Note which is prohibited or unenforceable will be ineffective to the extent

of the prohibition or unenforceability without invalidating the remaining provisions of this Note. No amendment, modification, termination or waiver of any provision of this Note, nor consent to any departure by the undersigned from any term of this Note, will in any event be effective unless it is in writing and signed by an authorized employee of the Bank, and then the waiver or consent will be effective only in the specific instance and for the specific purpose for which given. If the interest Rate is tied to an external index and the index becomes unavailable during the term of this loan, the Bank may designate a substitute index with notice to the Borrower. No failure or delay on the part of the Bank to exercise any right, power or remedy under this Note may be construed as a waiver of the right to exercise the same or any other right at any time.

LIABILITY, SUCCESSORS AND ASSIGNS AND CHOICE OF LAW

Each of the undersigned shall be jointly and severally obligated and liable on this Note. This Note shall apply to and bind each of the undersigned's heirs, personal representatives, successors and assigns and shall inure to the benefit of the Bank, its successors and assigns. The undersigned agree that certain material events and occurrences relating to this Note bear a reasonable relationship to the Commonwealth of Virginia. The validity, terms, performance and enforcement of this Note shall be governed by applicable federal law and the internal laws of the Commonwealth of Virginia which are applicable to agreements which are negotiated, executed, delivered and performed solely in the Commonwealth of Virginia.

By signing below, the undersigned agree to the terms of this Note and acknowledge receipt of a loan in the Loan Amount shown above.

MAXIMUS, INC.

By:      /s/ David V. Mastran               (Seal)
   ----------------------------------------
         David V. Mastran, Chief Executive
          Officer

By:      /s/ Raymond B. Ruddy               (Seal)
   ----------------------------------------
         Raymond B. Ruddy, Chairman of
          the Board

EXHIBIT A

INTEREST RATE PROVISIONS

THIS EXHIBIT A is attached to and forms a part of that certain Commercial Note (as amended. modified, supplemented or replaced from time to time, the Note), dated September 30, 1997, in the principal amount of $10,000,000, made by MAXIMUS, INC., a Virginia corporation (the Borrower), and payable to the order of CRESTAR BANK, a Virginia banking corporation (the Bank). Terms defined in the Note and not otherwise defined in Paragraph 5 below shall have the same defined meanings when such terms are used herein.

1. Interest Rate. On the terms and subject to the conditions set forth below and in the Agreement, any amounts outstanding, or to be disbursed. under the Note shall bear interest at a per annum rate equal to LIBOR plus the Applicable Spread (the LIBOR Option). Interest based on the LIBOR Option shall be adjusted on the first day of each calendar month, beginning on October 1, 1997, to reflect LIBOR then in effect (each. an Interest Period). Notwithstanding any contrary provision of the Note or this Exhibit A, interest shall be calculated on the basis of the Prime Rate if (i) the Bank, in good faith, is unable to ascertain the LIBOR Option by reason of circumstances then affecting the applicable money market or otherwise, (ii) dollar deposits are not available in the applicable money market or are not available in sufficient quantities for the Bank, in its sole discretion. to ascertain the LIBOR Option,
(iii) in the sole judgment of the Bank, it becomes unlawful or impracticable for the Bank to maintain loans based upon the LIBOR Option for any reason, including, without limitation, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, or (iv) the Bank, in good faith, determines that it is impracticable to maintain loans based on the LIBOR Option because of increased taxes, regulatory costs, reserve requirements, expenses or any other costs or charges that affect such interest rate option. Upon the occurrence of any of the above events, the outstanding principal balance of the Note immediately (or at any time thereafter at the option of the Bank), without further action of the Borrower or the Bank. shall accrue interest at the Prime Rate, adjusted on the same days on which the Bank changes its Prime Rate.

2. Advances. The Borrower authorizes the Bank to make advances under the Note from time to time in amounts sufficient to pay checks drawn on the Borrower's operating account with the Bank, subject to the limitations set forth in the paragraph entitled, "Amount," in the Agreement. In addition, the Borrower may request an advance under the Note (each, a Request) by telephonic notice to the Bank no later than 10:00 a.m. (Washington, D.C. time) on the Business Day on which such advance is to be made. If required by the Bank, Requests made by telephone shall be confirmed in writing and delivered to the Bank within three Business Days after the date of the Request.

3. Prepayments. The Borrower may prepay amounts owing under the Note at any time and from time to time, without premium or penalty.

4. Indemnity. The Borrower agrees to indemnify the Bank and to hold the Bank harmless from, and to reimburse the Bank on demand for, any loss, cost, liability or expense

that the Bank may sustain or incur as a result of (a) any failure by the Borrower to make a borrowing or prepayment after the Borrower has given notice thereof, if applicable, including, without limitation, any loss incurred in liquidating or employing deposits from third parties and loss of profit for the period after failure to borrow or prepay, or (b) any domestic or foreign taxes, regulatory costs, reserve requirements, assessments, expenses or other costs or charges that increase the cost to the Bank of making available to the Borrower funds at the LIBOR Option. A written statement of the Bank to the Borrower of such loss or expense shall be conclusive and binding, absent manifest error, for all purposes. Notwithstanding the foregoing, the Bank may require by notice to the Borrower that the Borrower pay directly to the appropriate governmental authority any tax, levy, impost or any other charge of any nature whatsoever as set forth herein in lieu of reimbursing the Bank for said costs and expenses. This covenant shall survive repayment of the Note and payment by the Borrower of all obligations arising under this Exhibit A.

5. Defined Terms. The following terms as used in this Exhibit A shall have the following meanings:

Agreement means the letter agreement dated September 30, 1997 between the Borrower and the Bank, as the same may be amended, modified or supplemented from time to time.

Applicable Spread means as of the date of the Agreement, 0.65%. Based on the Leverage Ratio in effect on the last day of each fiscal quarter of the Borrower, beginning on September 30, 1997, the Applicable Spread shall be adjusted to the percentage corresponding to the applicable Leverage Ratio:

Leverage Ratio                                     Applicable Spread
--------------                                     -----------------
Less than 0.8 to 1                                          0.65%
Greater than or equal to 0.8 to 1 and less
 than or equal to 1.25:1                                    0.95%
 Greater than 1.25:1                                        1.25 %

The Applicable Spread shall be adjusted as of the first day of the calendar month following receipt by the Bank of the Borrower's quarterly financial statements. If such statements are not received within the required time limits, the Applicable Spread shall be equal to the highest percentage until the next adjustment date at the option of the Bank.

Business Day shall mean a day on which commercial banks are open for business and dealing in deposits in Washington, D.C., Richmond, Virginia, and New York, New York.

LIBOR shall mean, for each calendar month, the per annum rate of interest at which dollar deposits with a one month maturity are offered to lending banks in the London interbank market at 11:00 a.m. (London time) on the first Business Day of such calendar month (with such determination to become effective as of the first day of such calendar month if not a Business Day), based on quotations provided by the British Bankers Association and published by an interest rate reporting service selected by the Bank as adjusted for Federal Reserve Board reserve requirements and similar assessments, if any, imposed upon the Bank. LIBOR shall be

set and adjusted on a monthly basis as of the first day of each calendar month hereafter, based on the LIBOR Rate in effect as of the first Business Day of each calendar month.

Prime Rate shall have the meaning ascribed to it in the Note.

6. Funding. The Bank shall be entitled, but not obligated, to fund all or any portion of the Note in any manner it may determine in its sole discretion, including, without limitation, in the Grand Cayman inter-bank market, the Nassau inter-bank market, the London inter-bank market and within the United States, but all calculations and transactions hereunder shall be conducted as though the Bank actually funds all such amounts through the purchase in London or Nassau, as the case may be, of one-month offshore dollar deposits in the relevant principal amount.

IN WITNESS WHEREOF, the Borrower has caused this Exhibit A to be executed by its duly authorized representatives as of September 30, 1997.

MAXIMUS, INC., a Virginia corporation

By:      /s/ David V. Mastran
    ---------------------------------------
         David V. Mastran, Chief Executive
          Officer

By:      /s/ Raymond B. Ruddy
    ---------------------------------------
         Raymond B. Ruddy
         Chairman of the Board