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         INTERCOMPANY SETTLEMENT AGREEMENT BETWEEN APPLIED RESEARCH OF
           MARYLAND, INC. AND ARSOFTWARE, INC. AND ARINTERNET, INC.


     THIS AGREEMENT made this ___ day of __________, 1998, by and between
ARSoftware, Inc. and ARInternet, Inc. (hereinafter jointly and severally
referred to as the "Obligor") and Applied Research of Maryland, Inc.
(hereinafter referred to as the "ARM").

     WHEREAS, ARM filed a Chapter 11 Petition in the U.S. Bankruptcy Court for
the District of Maryland; and

     WHEREAS, ARM has claims against ARSoftware and ARInternet for
intercompany loans; and

     WHEREAS, Obligor agrees to pay to ARM the sum of One-Hundred Fifty-
Thousand Dollars ($150,000.00) to settle said claims; and

     WHEREAS, Obligor agrees to provide collateral to secure the payment of
its obligation to ARM; and

     WHEREAS, a Plan of Reorganization was approved by the Bankruptcy Court on
the ___ day of __________, 1998 approving the settlement of the Parties. 

     NOW, THEREFORE, in consideration of the mutual representations, covenants
and agreements contained herein, and upon the terms and subject to the
conditions hereinafter set forth, the parties do hereby agree as follows:

     1.   Obligor agrees to pay to the Obligee the sum of One-Hundred Fifty
          Thousand Dollars ($150,000.00), in thirty six (36) equal
          installments of Four Thousand One Hundred and Sixty-Seven Dollars
          ($4,167.00) per month commencing the ___ day of __________, 1998 and
          due and payable on the ___ day of each month thereafter until paid
          in full.  Obligor shall execute concurrent herewith a promissory
          note, security agreement and financing statements. Obligor agrees to
          execute any and all documents, and perform any other actions,
          necessary for the Obligee to maintain a perfected security interest
          in the agreed upon collateral.  The amount to be paid by ARSoftware
          and ARInternet is not subject to interest, however, in the event of
          a default interest shall accrue at the rate of twelve percent (12%)
          per annum.  Further, in the event that payments are not timely made
          a late fee equal to five percent (5%) of the monthly amount shall be
          incurred.

     2.   If for any fiscal year the cash flow of ARS and ARI exceeds its
          operating expenses and any debt service including the debt service
          required under this  Agreement, then one-half (1/2) of the surplus
          of the Net Cash Flow shall be paid to the Obligee.
          Net Cash Flow is defined as that sum remaining after the payment of
          operating expenses, including debt service, on a consistent
          historical basis. Net Cash Flow shall be supported by a Statement of
          Cash Flow prepared in accordance with GAAP.  The fiscal year-end for
          ARSoftware and ARInternet is May 31, and the fiscal year ending May
          31, 1998 shall be the base line.  Commencing on September 1, 1998
          and each year thereafter, if appropriate, the monthly payment shall
          be increased by one-twelfth (1/12) of the net surplus, the total of
          which shall equal one-half (1/2) of the Net Cash Flow.  For each
          fiscal year where there is a net surplus the payments shall continue
          for twelve (12) consecutive months.  The Statement of Cash Flow and
          supporting documents shall be delivered to James M. Greenan,
          Greenan, Walker, Trainor & Billman, Attorneys for Obligee commencing
          August 31, 1998 and on the 31st day of August each year thereafter
          until the promissory note is paid in full.  
          In calculating Net Cash Flow, future general administrative expenses
          should not exceed as a percentage of sales the greater of those
          years ended May 31, 1997 and May 31, 1998.  

     3.   ARSoftware and ARInternet will be jointly and severally liable for
          the settlement amount.  The obligations of ARSoftware and ARInternet
          will be secured by all of their assets, including equipment,
          fixtures, accounts receivable, copy rights and intangibles.  

     4.   In the event the stock or assets ARSoftware and/or ARInternet are
          sold during the three (3) year payout period, the net proceeds of
          any such sale, after payment of all costs of sale and payment to any
          outstanding creditors of the sold entity including the Promissory
          Note, shall be split equally between the Obligee and the
          shareholders of the sold entity.  

     5.   Dr. S.P.S. Anand shall guaranty the obligations of ARSoftware and
          ARInternet as provided in this Agreement and will execute a Guaranty
          concurrent herewith.

     6.   Failure of Obligor to abide by any of the terms of the Agreement
          shall constitute a default.  Should Obligor fail to cure any default
          within ten (10) days of written notice of default, ARM may declare
          the entire indebtedness due and payable, exercise all its rights
          available pursuant to the Promissory Note, Security Agreement and
          Guaranty and exercise any and all legal and equitable available to
          it against Obligor and Guarantor.  

     7.   All notices and other formal communications under this Agreement or
          required by law shall be in writing and shall be by certified or
          registered mail:
               Notices to ARI and ARS, 8201 Corporate Drive, Suite 1120,
               Landover, Maryland 20785; and to ARM in c/o James M. Greenan,
               Esquire, Greenan, Walker, Trainor & Billman, 6411 Ivy Lane
               Suite, 706, Greenbelt, Maryland 20770.

     8.   Miscellaneous
          -------------
          The parties hereto agree to cooperate fully in the execution,
          acknowledgment and delivery of all instruments, pleadings and other
          papers and to take such other action as may be necessary to further
          carry out and fully accomplish the intent and purpose of this
          Agreement.

          This instrument contains the entire understanding and agreement
          amount the parties concerning the subject matter of this Agreement,
          and this Agreement supersedes and merges herein all prior and
          contemporaneous understandings, agreements, covenants, negotiations
          and representations concerning the subject matter of this Agreement.

          Any party's failure to insist on compliance or enforcement of any
          provision of this Agreement shall not affect its validity or any
          other provision of this Agreement.  The rights and remedies provided
          herein and all other agreements, instruments and documents delivered
          pursuant hereto or in connection herewith, are cumulative and are in
          addition to and not exclusive of any rights or remedies provided by
          law.

          This Agreement shall be construed in accordance with the laws of the
          State of Maryland.


                                     Applied Research of Maryland, Inc.



                                     By:   ----------------------------------
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                                     ARInternet, Inc.



                                     By:
                                        -----------------------------------


                                     ARSoftware, Inc.



                                     By:
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