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                                                                 EXHIBIT 10.4a

                          LEASE MODIFICATION AGREEMENT

      This Lease Modification Agreement made and entered into as of this
day of February, 1997, by and between SEABOARD PROPERTY MANAGEMENT, INC,
RECEIVER ONE DOCK STREET a Delaware corporation, having its principal office at
Two Stamford Landing, Stamford, CT 06902, (herein referred to as "Landlord"),
and INTELLIGENT INFORMATION INCORPORATED, a Delaware corporation, having an
office at One Dock Street, Stamford, Connecticut 06901 (herein referred to as
"Tenant").

                                   WITNESSETH:

      WHEREAS, Landlord and Tenant entered into a Lease Agreement dated April
27, 1995, (herein referred to as the "Lease") wherein and whereby the Landlord
leased to Tenant and the Tenant hired from the Landlord approximately 3,217
square feet in the building known as One Dock Street, Stamford, Connecticut and;

      WHEREAS, Tenant desires to expand and lease an additional 1,830 square
feet on the fifth floor and to modify the Lease accordingly.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, each to the other in hand paid, IT IS
AGREED as follows:

      1.    All terms contained herein with initial capitalization shall have
            the same meanings as set forth in the Lease, except as modified
            hereby.

      2.    Tenant will expand to include an additional suite on the fifth floor
            as per the attached Exhibit 1, comprising 1,830 square feet. The new
            total rentable area will comprise 5,047 square feet.

      3.    The Lease Commencement for the additional space will be April 15,
            1997.

      4.    The Lease term for the original space and the additional space will
            expire on March 31, 2002.

      5.    Article 2 of the Lease entitled "Demised Premises, Rent and Term" is
            hereby modified to be consistent with the following:

                  Year 1   $68,134.50 annually.
                  Year 2   $70,658.00 annually.
                  Year 3   $73,181.50 annually.
                  Year 4   $78,228.50 annually.
                  Year 5   $83,275.50 annually.

      6.    Article 1. of the Lease is hereby modified to be consistent with the
            following:

                  Tenants share of the Electric Expense shall be: 6.01%
                  Tenants share of the Operating Expense Increases shall be:
                  6.01%
                  Tenants share of the Real Estate Taxes Increases shall be:
                  6.01%

      7.    Landlord will, at its sole cost and expense complete all of the work
            required to complete the work described in the attached drawings by
            CPG Architects.

      8.    The number of parking spaces granted to Tenant hereunder for the
            additional space shall equal fifteen (15).

      9.    The amount of the Security Deposit is increased to $11,355.75.
            Landlord hereby acknowledges that it is currently holding a security
            deposit in the amount of $5,625.00 which will be credited toward the
            above described amount.

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      10.   Exhibit 6 will be modified as follows:

            Tenant will have the option to extend the term for a period of five
            (5) years. The fixed minimum rent shall be modified to an amount
            equal to 90% of the Fair Market Rent, as per the same formula as in
            the original Lease Agreement.

            Tenant may install up to an additional four (4) satellite dishes on
            the roof. The location of these and the installation procedure shall
            be subject to Landlord's approval.

      11.   Provided Tenant is not in default under any of the terms of the
            Lease Agreement, Tenant will have the option to terminate the lease
            at the end of the third year of the Lease Modification Agreement
            subject to (120) days written notice and a payment to Landlord equal
            to the cost of the unamortized expenses incurred by Landlord in
            connection with this Lease Modification Agreement. In addition,
            Tenant may terminate this Lease in the event of a non-correctable
            permanent or intermittent loss or corruption of the data flow of the
            satellite transmission reception to the satellite dishes.

      12.   The Tenant represents that it has dealt with no broker in connection
            with this Modification.

      13.   All of the defined terms contained in Article 1 of the Lease are
            hereby amended to comport with the modifications contained herein.

      14.   All other terms and conditions of the Lease are otherwise deemed
            ratified, continued and unaffected by the changes herein.

      15.   It is understood and agreed that this Modification is submitted to
            the Tenant for signature with the understanding that it shall not
            bind the Landlord unless and until it has been executed by the
            Landlord and delivered to the Tenant or Tenant's attorney.

      16.   The Lease, as hereby modified, shall be binding upon the parties
            hereto, their successors and assigns.

      IN WITNESS WHEREOF, the parties hereto have each respectively caused this
Second amendment of Lease to be executed, authorized and delivered as of the day
and year first above written.


                              INTELLIGENT INFORMATION INCORPORATED.

                              By:
                                  ----------------------------------
                                  Its: Controller/Asst Treasurer


                              SEABOARD PROPERTY MANAGEMENT, INC
                              RECEIVER ONE DOCK STREET

                              By:
                                  ----------------------------------
                                  Its: President