Metro Information Services Inc Sample Contracts

Metro Information Services Inc – NEWS RELEASE (December 3rd, 2001)

EXHIBIT 99.2 KEANE NEWS RELEASE CONTACT: Larry Vale Keane, Investor Relations (617) 241-9200 x1290 KEANE ANNOUNCES COMPLETION OF ACQUISITION OF METRO INFORMATION SERVICES ACCRETIVE ACQUISITION TO DRIVE KEANE'S TOP AND BOTTOM LINE GROWTH BY EXPANDING CUSTOMER BASE AND INCREASING CRITICAL MASS Boston, November 30, 2001--Keane, Inc. (AMEX: KEA) today announced that it has completed its acquisition of Metro Information Services, Inc., adding hundreds of customers and approximately 1,700 billable consultants to Keane's organization. At a special meeting of Metro's shareholders, held today in Virginia Beach, Virginia, Metr

Metro Information Services Inc – SHAREHOLDER'S AGREEMENT (August 24th, 2001)

Exhibit 10.1 EXECUTION COPY -------------- SHAREHOLDER'S AGREEMENT This Shareholder's Agreement (this "Agreement") is made and entered into as of August 20, 2001, by and among Keane, Inc., a Massachusetts corporation ("Keane"), Veritas Acquisition Corp., a Virginia corporation and a wholly owned subsidiary of Keane (the "Transitory Subsidiary"), and the undersigned holder (the "Shareholder") of the shares of voting Common Stock, $0.01 par value per share, of Metro Information Services, Inc., a Virginia corporation ("Metro"), set forth on the signature page hereto (such number of shares, together with any additional shares that become subject to this Agreement in accordance with Section 1.4(b) hereof, the "Shares").

Metro Information Services Inc – SHAREHOLDER'S AGREEMENT (August 21st, 2001)

Exhibit 10.1 EXECUTION COPY -------------- SHAREHOLDER'S AGREEMENT This Shareholder's Agreement (this "Agreement") is made and entered into as of August 20, 2001, by and among Keane, Inc., a Massachusetts corporation ("Keane"), Veritas Acquisition Corp., a Virginia corporation and a wholly owned subsidiary of Keane (the "Transitory Subsidiary"), and the undersigned holder (the "Shareholder") of the shares of voting Common Stock, $0.01 par value per share, of Metro Information Services, Inc., a Virginia corporation ("Metro"), set forth on the signature page hereto (such number of shares, together with any additional shares that become subject to this Agreement in accordance with Section 1.4(b) hereof, the "Shares").

Metro Information Services Inc – AGREEMENT AND PLAN OF MERGER (August 21st, 2001)

Exhibit 2.1 EXECUTION COPY -------------- AGREEMENT AND PLAN OF MERGER BY AND AMONG KEANE, INC., VERITAS ACQUISITION CORP. AND METRO INFORMATION SERVICES, INC. DATED AS OF AUGUST 20, 2001 ARTICLE I THE MERGER....................................................... 1 1.1 Effective Time of the Merger.......................................... 1 1.2 Closing............................................................... 2 1.3 Effects of the Merger................................................. 2 1.4 Directors and Officers.....................................

Metro Information Services Inc – SIGNING OF DEFINITIVE MERGER AGREEMENT (August 21st, 2001)

Exhibit 99.1 KEANE NEWS RELEASE CONTACT: Margo Nison Keane, Investor Relations (617) 241-9200 x1272 Patrice Bryan Metro, Investor Relations (757) 306-0299 KEANE AND METRO INFORMATION SERVICES ANNOUNCE SIGNING OF DEFINITIVE MERGER AGREEMENT Accretive Acquisition to Drive Keane's Top and Bottom Line Growth by EXPANDING CUSTOMER BASE AND INCREASING CRITICAL MASS Boston, MA & Virginia Beach, VA, August 21, 2001-- Keane, Inc. (AMEX: KEA) and Metro Information Services, Inc. (NASDAQ: MISI) today announced that they have signed a definitive agreement for Keane to a

Metro Information Services Inc – EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated as of May 9, 2001 (“Effective Date”), between METRO INFORMATION SERVICES, INC., a Virginia corporation (the “Company”), and Mark W. Scofield (“Executive”). PRELIMINARY STATEMENTS A. Executive is being employed by the Company as a Vice President. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive’s employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the par (August 8th, 2001)

5. Additional Compensation. Additional compensation such as bonuses, if any, will be established by the Committee and set forth in the Executive’s compensation plan as approved by the Committee. The Company may increase or decrease the additional compensation at any time and from time to time. Any increase or decrease in Executive’s additional compensation must be approved by the Committee. 6. Termination of Employment.

Metro Information Services Inc – EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated as of May 9, 2001 (“Effective Date”), between METRO INFORMATION SERVICES, INC., a Virginia corporation (the “Company”), and Scott D. Mayo (“Executive”). PRELIMINARY STATEMENTS A. Executive is being employed by the Company as a Vice President. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive’s employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the partie (August 8th, 2001)

4. Benefits. Executive will be entitled to receive from the Company, in addition to the salary set forth in paragraph 3 above, all benefits provided generally to full time employees of the Company. Any alteration of the benefits that Executive is entitled to receive from the Company shall be made in accordance with Executive’s annual compensation plan as approved by the Committee. 5. Additional Compensation. Additional compensation such as bonuses, if any, will be established by the Committee and set forth in the Executive’s compensation plan as approved by the Committee. The Company may increase or decrease the additional compensation at any time and from time to time. Any increase or decrease in Executive’s additional compensation must be approved by the Committee. 6. Termination of Employment.

Metro Information Services Inc – METRO INFORMATION SERVICES, INC. ANNOUNCES NEW DIRECTOR Virginia Beach, Virginia - March 8, 2001 - METRO INFORMATION SERVICES, INC. (NASDAQ: MISI), an information technology consulting services and solutions company, today announced that Mr. John R. Turbyfill will serve as the third independent director on its Board of Directors. Mr. Turbyfill joined the Board as an independent director and Chairman of the Audit Committee effective March 1, 2001. Mr. Turbyfill brings valuable executive and financial management expertise to Metro Information Services. Mr. Turbyfill served as Vice Chairman of No (March 8th, 2001)
Metro Information Services Inc – THE METRO INFORMATION SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN") (August 4th, 2000)

EXHIBIT 10.1 METRO INFORMATION SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN AMENDED AND RESTATED THROUGH JANUARY 1, 2000 1. PURPOSE. THE METRO INFORMATION SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN") IS INTENDED TO PROVIDE CERTAIN EMPLOYEES ("PARTICIPANTS") OF METRO INFORMATION SERVICES, INC. (THE "COMPANY") WITH AN OPPORTUNITY TO ACQUIRE A PROPRIETARY INTEREST IN THE COMPANY THROUGH THEIR PARTICIPATION IN A PLAN DESIGNED TO QUALIFY AS AN EMPLOYEE STOCK PURCHASE PLAN UNDER SECTION 423 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). 2. ADMINISTRATION. (a) COMMITTEE. This Plan shall be administered by a committee (the "Committee") composed of at least two (2) members of the Board of Directors of the Company (the "Board"). No person shall serve as a member of the Committee, or if a member of the Committee, shall not participate in decisions concerning the timing, pricing or amount of Stock to be ma

Metro Information Services Inc – EMPLOYEE STOCK PURCHASE PLAN (November 15th, 1999)

EXHIBIT 10.1 METRO INFORMATION SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN AMENDED AND RESTATED THROUGH JUNE 8, 1999 1. PURPOSE. The Metro Information Services, Inc. Employee Stock Purchase Plan (the "Plan") is intended to provide certain employees ("Participants") of Metro Information Services, Inc. (the "Company") with an opportunity to acquire a proprietary interest in the Company through their participation in a plan designed to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986 (the "Code"). 2. ADMINISTRATION. (a) COMMITTEE. This Plan shall be administered by a committee (the "Committee") composed of at least two (2) members of the Board of Directors of the Company (the "Board"). No person shall serve as a member of the Committee, or if a member of the Committee, shall not participate in decisions concerning the timing, pricing or amount of Stock to be made

Metro Information Services Inc – EMPLOYMENT AGREEMENT (November 15th, 1999)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of September 23, 1999 ("Effective Date"), between METRO INFORMATION SERVICES, INC., a Virginia corporation (the "Company"), and BRUCE F. GANNETT ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as a Vice President of Operations. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows: 1. EMPLOYMENT PERIOD. The Company agrees to employ Executive and Executive accepts such employment for the period beginning on the Effective Date and ending on the first to occur of (a) December 31, 1999 and (b) the termination of Executive's employm

Metro Information Services Inc – EMPLOYMENT AGREEMENT (November 15th, 1999)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of April 1, 1999, between METRO INFORMATION SERVICES, INC., a Virginia corporation (the "Company"), and CHARLES ADAMS ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as a Vice President of Operations. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows: 1. EMPLOYMENT PERIOD. The Company agrees to employ Executive and Executive accepts such employment for the period beginning April 1, 1999 and ending on the first to occur of (a) December 31, 1999 and (b) the termination of Executive's employment pursuant to paragraph 6 (the "Employm

Metro Information Services Inc – 1997 STOCK OPTION PLAN (November 15th, 1999)

EXHIBIT 10.2 AMENDED AND RESTATED 1997 STOCK OPTION PLAN Metro Information Services, Inc., a Virginia corporation and its subsidiaries, whether now existing or formed after the date hereof (the "Corporation"), hereby adopts an amended and restated stock option plan (the "Plan") to attract and retain key employees of the Corporation ("Employees"). This Plan replaces the Corporation's 1997 Incentive Stock Option Plan. As a reward for the Employees' role in the continued growth and success of the Corporation, the Corporation desires to provide to the Employees the benefits inherent in ownership of the Corporation's common stock. This Plan provides a means whereby the Employees are given an opportunity to purchase shares of the Corporation's voting common stock on the exercise of the options ("Options") granted under this Plan. This Plan is as follows:

Metro Information Services Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT (August 30th, 1999)

EXHIBIT 2 MEMBERSHIP INTEREST PURCHASE AGREEMENT By and Among ACUITY TECHNOLOGY SERVICES, LLC and ACUITY TECHNOLOGY SERVICES OF DALLAS, LLC (collectively, the "Company") and MICHAEL BERKMAN, W. BRAUN JONES, JR., MARK SCOFIELD, MARK H. BRAHMS, and ROD ROHRER (the "Sellers") and METRO INFORMATION SERVICES - ATS, INC. (the "Buyer") and METRO INFORMATION SERVICES, INC. ("Metro") Dated as of August 13, 1999 TABLE OF CONTENTS

Metro Information Services Inc – ASSET PURCHASE AGREEMENT (March 10th, 1999)

EXHIBIT 2 ASSET PURCHASE AGREEMENT By and Among SOLUTION TECHNOLOGIES, INC. (the "Seller") and LARRY A. PUTT JOHN F. JURASITS, JR. NOTARFRANCESCO TRUST PUTT TRUST C. JURASITS TRUST and D. JURASITS TRUST (the "Owners") and METRO INFORMATION SERVICES OF PENNSYLVANIA, INC. (the "Buyer") and METRO INFORMATION SERVICES, INC. ("Metro") Dated as of March 1, 1999

Metro Information Services Inc – EMPLOYMENT AGREEMENT (March 8th, 1999)

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of January 1, 1998, between METRO INFORMATION SERVICES, INC., a Virginia corporation (the "Company"), and RONALD D. CHEATHAM ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as a Vice President of Operations. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows: 1. EMPLOYMENT PERIOD. The Company agrees to employ Executive and Executive accepts such employment for the period beginning January 1, 1998 and ending on the first to occur of (a) Decembe

Metro Information Services Inc – EMPLOYEE STOCK PURCHASE PLAN (March 8th, 1999)

Exhibit 10.2 METRO INFORMATION SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN AMENDED AND RESTATED THROUGH JUNE 9, 1998 1. PURPOSE. The Metro Information Services, Inc. Employee Stock Purchase Plan (the "Plan") is intended to provide certain employees ("Participants") of Metro Information Services, Inc. (the "Company") with an opportunity to acquire a proprietary interest in the Company through their participation in a plan designed to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986 (the "Code"). 2. ADMINISTRATION. (a) COMMITTEE. This Plan shall be administered by a committee (the "Committee") composed of at least two (2) members of the Board of Directors of the Company (the "Board"). No person shall serve as a member of the Committee, or if a member of the Committee, shall not participate in dec

Metro Information Services Inc – EMPLOYMENT AGREEMENT (March 8th, 1999)

Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of January 1, 1999, between METRO INFORMATION SERVICES, INC., a Virginia corporation (the "Company"), and ARTHUR C. HARWOOD ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as a Vice President of Operations. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows: 1. EMPLOYMENT PERIOD. The Company agrees to employ Executive and Executive accepts such employment for the period beginning January 1, 1999 and ending on the first to occur of (a) December

Metro Information Services Inc – EMPLOYMENT AGREEMENT (March 8th, 1999)

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of January 1, 1998, between METRO INFORMATION SERVICES, INC., a Virginia corporation (the "Company"), and MICHAEL G. MARTIN ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as a Vice President of Operations. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows: 1. EMPLOYMENT PERIOD. The Company agrees to employ Executive and Executive accepts such employment for the period beginning January 1, 1998 and ending on the first to occur of (a) December

Metro Information Services Inc – ASSET PURCHASE AGREEMENT (February 16th, 1999)

EXHIBIT 2 ASSET PURCHASE AGREEMENT By and Among THE PROFESSIONALS - COMPUTER MANAGEMENT & CONSULTING, INC. and KRYSTAL SOLUTIONS, INC. (collectively, the "Seller") and THEODORE SCHINDLER, CATHY SCHINDLER and THE SCHINDLER FAMILY 1996 TRUST (the "Owners") and METRO INFORMATION SERVICES OF ORANGE COUNTY, INC. (the "Buyer") and METRO INFORMATION SERVICES, INC. ("Metro") Dated as of February 1, 1999

Metro Information Services Inc – ASSET PURCHASE AGREEMENT (January 15th, 1999)

EXHIBIT 2 ASSET PURCHASE AGREEMENT By and Among D. P. SPECIALISTS, INC. and D. P. SPECIALISTS LEARNING CENTER, LLC (collectively, the "Seller") and EDWARD N. MYERS, JR. and DEEANN C. MYERS (the "Owner") and METRO INFORMATION SERVICES OF LOS ANGELES, INC. (the "Buyer") and METRO INFORMATION SERVICES, INC. ("Metro") Dated as of January 1, 1999 TABLE OF CONTENTS

Metro Information Services Inc – ASSET PURCHASE AGREEMENT (December 17th, 1998)

EXHIBIT 2 ASSET PURCHASE AGREEMENT By and Among THE AVERY GROUP ("Seller") and KATHLEEN AVERY ("Owner") and METRO INFORMATION SERVICES OF NORTHERN CALIFORNIA, INC. ("Buyer") Dated as of November 30, 1998 TABLE OF CONTENTS Page ARTICLE 1 PURCHASE AND SALE OF PROPERTIES AND ASSETS..........................................................1

Metro Information Services Inc – EMPLOYEE STOCK PURCHASE PLAN (February 27th, 1998)

EXHIBIT 10.2 METRO INFORMATION SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN AMENDED AND RESTATED THROUGH JUNE 10, 1997 1. PURPOSE. The Metro Information Services, Inc. Employee Stock Purchase Plan (the "Plan") is intended to provide certain employees ("Participants") of Metro Information Services, Inc. (the "Company") with an opportunity to acquire a proprietary interest in the Company through their participation in a plan designed to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986 (the "Code"). 2. ADMINISTRATION. (a) Committee. This Plan shall be administered by a committee (the "Committee") composed of at least two (2) members of the Board of Directors of the Company (the "Board"). No person shall serve as a member of the Committee, or if a member of the Committee, shall not particip

Metro Information Services Inc – UNDERWRITING AGREEMENT (January 22nd, 1997)

METRO INFORMATION SERVICES, INC. 3,100,000 Shares of Common Stock UNDERWRITING AGREEMENT January __, 1997 ROBERT W. BAIRD & CO. INCORPORATED J.C. BRADFORD & CO. THE ROBINSON-HUMPHREY COMPANY, INC. As Representatives of the Several Underwriters Identified in Schedule I Annexed Hereto c/o Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Ladies and Gentlemen: SECTION 1. Introductory. Metro Information Services, Inc., a Virginia corporation (the "Company"), and John H. Fain (the "Principal Shareholder") propose to sell 3,100,000 shares (the "Firm Shares") of common stock, $.01 par value per share (the "Common Stock"), to the several underwriters identified in SCHEDULE I annexed hereto (the "Underwriters"), who are acting severally and not jointly. In addition, certain

Metro Information Services Inc – EMPLOYMENT AGREEMENT (January 22nd, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 10.20 EMPLOYMENT AGREEMENT DATED JANUARY __, 1997 BY AND BETWEEN REGISTRANT AND ROBERT J. EVELEIGH. FORM OF EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of January __, 1997, between METRO INFORMATION SERVICES, INC., a Virginia corporation (the "Company"), and ROBERT J. EVELEIGH ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as its Vice President of Finance, Treasurer and Chief Financial Officer. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the recei

Metro Information Services Inc – STOCK OPTION AGREEMENT. (January 6th, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 10.1 REGISTRANT'S 1997 INCENTIVE STOCK OPTION PLAN AND RELATED FORM OF STOCK OPTION AGREEMENT. 1997 INCENTIVE STOCK OPTION PLAN Metro Information Services, Inc., a Virginia corporation and its subsidiaries, whether now existing or formed after the date hereof (the "Corporation"), adopts an incentive stock option plan (the "Plan") under the Internal Revenue Code of 1986, as amended (the "Code") to attract and retain key employees of the Corporation ("Employees"). As a reward for the Employees' role in the continued growth and success of the Corporation, the Corporation desires to provide to the Employees the benefits inherent in ownership of the Corporation's common stock. This Plan provides a means whereby the Employees are given an opportunity to purchase shares of the Corporation's

Metro Information Services Inc – EMPLOYMENT AGREEMENT (January 6th, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 10.14 EMPLOYMENT AGREEMENT DATED DECEMBER 10, 1996 BY AND BETWEEN REGISTRANT AND RICHARD C. JAECKLE. EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of December 10, 1996, between METRO INFORMATION SERVICES, INC., a Virginia corporation (the "Company"), and RICHARD C. JAECKLE ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as a Vice President of Operations. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows:

Metro Information Services Inc – EMPLOYMENT AGREEMENT (January 6th, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 10.11 EMPLOYMENT AGREEMENT DATED DECEMBER 10, 1996 BY AND BETWEEN REGISTRANT AND JOHN H. FAIN. EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of December 10, 1996, between Metro Information Services, Inc., a Virginia corporation (the "Company"), and John H. Fain ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as [its President and Chief Executive Officer]. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows:

Metro Information Services Inc – TAX INDEMNIFICATION AGREEMENT (January 6th, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 10.18 TAX INDEMNIFICATION AGREEMENT DATED AS OF DECEMBER 24, 1996 BY AND BETWEEN SHAREHOLDERS OF REGISTRANT AND REGISTRANT TAX INDEMNIFICATION AGREEMENT This Tax Indemnification Agreement, dated as of December 24, 1996, is entered into by and among Metro Information Services, Inc., a Virginia corporation and its successors and assigns (the "Company"), and the undersigned shareholders of the Company set forth on SCHEDULE I attached hereto (collectively, the "Shareholders" and individually, a "Shareholder"). R E C I T A L S A. In 1987, the Company elected to be treated as an S corporation under subchapter S of the Internal Revenue Code of 1986, as amended (the "Code").

Metro Information Services Inc – EMPLOYMENT AGREEMENT (January 6th, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 10.15 EMPLOYMENT AGREEMENT DATED DECEMBER 10, 1996 BY AND BETWEEN REGISTRANT AND KATHLEEN A. NEFF. EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of December 10, 1996, between METRO INFORMATION SERVICES, INC., a Virginia corporation (the "Company"), and KATHLEEN A. NEFF ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as a Vice President of Operations. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows:

Metro Information Services Inc – PROMISSORY NOTE (January 6th, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 10.10 PROMISSORY NOTE DATED AS OF JANUARY 2, 1997 BY AND BETWEEN SIGNET BANK AND REGISTRANT. [LOGO] PROMISSORY NOTE ______________________________________________________________________________________________________________ Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials $5,000,000.00 01-02-1997 05-31-1997 3053479715 300 METRO 10180 _______________________________________________________________________________ References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. _______________________________________________________________________________ BORROWER: METR

Metro Information Services Inc – UNDERWRITING AGREEMENT (January 6th, 1997)

METRO INFORMATION SERVICES, INC. 3,100,000 Shares of Common Stock UNDERWRITING AGREEMENT January __, 1997 ROBERT W. BAIRD & CO. INCORPORATED J.C. BRADFORD & CO. THE ROBINSON-HUMPHREY COMPANY, INC. As Representatives of the Several Underwriters Identified in Schedule I Annexed Hereto c/o Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Ladies and Gentlemen: SECTION 1. Introductory. Metro Information Services, Inc., a Virginia corporation (the "Company"), and John H. Fain (the "Principal Shareholder") propose to sell 3,100,000 shares (the "Firm Shares") of common stock, $.01 par value per share (the "Common Stock"), to the several underwriters identified in SCHEDULE I annexed hereto (the "Underwriters"), who are acting severally and not jointly. In addition, certain

Metro Information Services Inc – FORM OF LEGAL OPINION (January 6th, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 5.1 OPINION OF CLARK & STANT, P.C., A VIRGINIA PROFESSIONAL CORPORATION, AS TO THE LEGALITY OF THE SHARES BEING REGISTERED. FORM OF LEGAL OPINION CLARK & STANT, P.C. Attorneys and Counselors at Law 900 One Columbus Center Virginia Beach, Virginia 23462 Telephone (757) 499-8800 Facsimile (757) 473-0395 ______________, 199__ Metro Information Services, Inc. 607 Lynnhaven Parkway Virginia Beach, VA 23452 Ladies and Gentlemen: This opinion is furnished to you in connection with a Registration Statement on Form S-1 dated November 21, 1996 (S.E.C. File No

Metro Information Services Inc – EMPLOYMENT AGREEMENT (January 6th, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 10.13 EMPLOYMENT AGREEMENT DATED DECEMBER 10, 1996 BY AND BETWEEN REGISTRANT AND FRANK B. BRACKEN, JR. EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is dated as of December 10, 1996, between METRO INFORMATION SERVICES, INC., a Virginia corporation (the "Company"), and FRANK B. BRACKEN, JR. ("Executive"). PRELIMINARY STATEMENTS A. Executive is employed by the Company as a Vice President of Operations. B. The Company and the Executive desire to enter into this agreement to establish the terms and conditions of Executive's employment with the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows:

Metro Information Services Inc – COMMERCIAL NOTE - CRESTAR BANK {LOGO} (January 6th, 1997)

EXHIBITS FOR S-1 REGISTRATION STATEMENT OF METRO INFORMATION SERVICES, INC. EXHIBIT 10.8 PROMISSORY NOTE DATED AS OF APRIL 30, 1996 BY AND BETWEEN CRESTAR BANK AND REGISTRANT. COMMERCIAL NOTE - CRESTAR BANK {LOGO} BORROWER: Metro Information Services, Inc. LOAN AMOUNT: Five Million Dollars and no cents ($5,000,000.00) BORROWER'S ADDRESS: P.O. Box 8888 607 Lynnhaven Pkwy Va. Beach, VA 23450-8888 OFFICER: Joel S Rhew ______ (initials) DATE: December 31, 1996 ACCOUNT NO: 04300034372843 NOTE NO: 0001 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