Page 20 of 21 Pages


                                    EXHIBIT C




TO:   ___________________

RE:  Amendment to Subscription Agreement
     -----------------------------------

          This acknowledges  receipt of your Subscription  Agreement to purchase
shares in a private  placement of the common stock, $.01 par value per share, of
Information Analysis Incorporated ("IAI").

          This Amendment to  Subscription  Agreement  modifies the  Subscription
Agreement. All capitalized terms shall have the meanings ascribed to them in the
Subscription  Agreement.  IAI  proposes to amend the  Subscription  Agreement as
follows:

          1)   The maximum number of Shares offered is changed to 545,455

          2)   Section  3 is  deleted  and in  lieu  thereof  the  following  is
               inserted:

          3)   Best  Efforts   Registration   Obligation  of  IAI;  Issuance  of
               -----------------------------------------------------------------
               Additional  Shares. IAI agrees that it shall use its best efforts
               ------------------
               to cause the Shares purchased by the undersigned to be registered
               by the Securities  and Exchange  Commission on or before the 45th
               day  after  the date IAI  first  accepts  a  subscription  in the
               offering for which this Subscription  Agreement is being tendered
               through  the filing of a  registration  statement  on Form S-3 or
               such other form as may be available  to IAI. If the  registration
               statement  is  not  declared  effective  by  the  Securities  and
               Exchange  Commission  on or before such date,  then on that date,
               and every 30th day thereafter, IAI shall issue to the undersigned
               a quantity of Shares equal to 5% of the Shares  subscribed for by
               the  undersigned  without  additional   consideration   provided,
               however  that the  aggregate  number of Shares which IAI shall be
               obligated  to issue under this  section 3 shall not exceed 20% of
               the total shares which the undersigned purchases hereunder.

          4)   Section  4(a) is deleted  and in lieu  thereof the  following  is
               inserted:

               4.   Offering  Minimum  and  Maximum;   Minimum   Purchase.   The
                    -----------------------------------------------------
                    undersigned and IAI agree that:

               (a)

               (i) The  minimum  number  of Shares  which  must be issued in the
               offering to which this  Subscription  Agreement  relates shall be
               227,273 (the "Offering Minimum"). Pending receipt of the Offering
               Minimum all funds  received  shall be held by IAI in a segregated
               account. In addition to the Offering Minimum,  IAI shall have the
               right to issue an additional 318,182 Shares,  said Shares and the
               Offering  Minimum  constituting  a total of 545,455  Shares.  The
               offering  of  Shares  shall  expire  on  February  6,  1998  (the
               "Termination  Date").  If subscriptions  for the Offering Minimum
               are not received by IAI on or before the  Termination  Date,  all
               subscription  funds  will  be  returned  to  subscribers  without
               interest.

               (ii) If IAI receives  subscriptions  for the Offering  Minimum or
               more Shares prior to the  Termination  Date,  IAI may accept such
               subscriptions as IAI in its sole discretion deems appropriate.



                                                             Page 21 of 21 Pages


          Please  acknowledge  receipt  and  acceptance  of  this  Amendment  to
Subscription  Agreement  by  signing  this  document  and  returning  it to  the
undersigned via facsimile.


                                            Sincerely yours,

                                            INFORMATION ANALYSIS INCORPORATED

                                            By:
                                                  -----------------------------
                                                  Richard S. DeRose
                                                  Executive Vice President

Seen and accepted:

Subscriber

- --------------------------
Print Name

- --------------------------
(Title) (If applicable)

- --------------------------
Signature

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