EXHIBIT 10.43

                               SUBLEASE AGREEMENT
                               ------------------

     This Sublease made the ____ day of January,  1997 (this  "Sublease") by and
between  GEMINI  AIR  CARGO,  LLC,  a Delaware  limited  liability  company,  as
successor-in-interest  to Potomac Financial Group,  L.L.C.  (hereinafter  called
"Sublandlord"), and RMS INTERNATIONAL, INC., a Virginia corporation (hereinafter
called "Subtenant").

                                   WITNESSETH:

     WHEREAS,  Sublandlord,  as lessee, entered into that certain Lease dated as
of October 26, 1995 with Reston Plaza Office L.L.C., as successor-in-interest to
Aetna Life Insurance Company,  as lessor  (hereinafter called "Prime Landlord"),
for the  lease of  certain  premises  on the  second  floor of Prime  Landlord's
building known as Reston Plaza II, located at 12020 Sunrise Valley Drive,  Suite
250,  Reston,  Virginia 22091  containing  approximately  3,723 square feet (the
"Premises")  per  Exhibit  "B"  attached  to  this  agreement,  to  which  lease
(hereinafter  the "Prime  Lease")  reference  is hereby made as if the same were
fully set forth herein:

     WHEREAS,  the parties to this Sublease have agreed that  Sublandlord  shall
sublet the Presmises to  Subtenant.  

     NOW,  THEREFORE,  in consideration  of the covenants set forth herein,  the
parties covenant and agree as follows:

     1.  Premises: Term.  Sublandlord hereby subleases the Premises to Subtenant
for a term ("Term")  commencing on January 21, 1997 (the "Sublease  Commencement
Date") and ending at 11:59 p.m.  E.S.T.  on  November  30,  2000 (the  "Sublease
Expiration Date"), unless sooner terminated in accordance herewith.  Sublandlord
has painted the interior walls of the Premises,  and agrees to shampoo and clean
the carpet;  otherwise,  Subtenant  hereby accepts the Premises in their "as-is"
condition.  

     2.  Termination.  Upon the  expiration or sooner  termination  of the Prime
Lease for any reason, or upon the surrender of the Prime Lease by Sublandlord to
the Prime Landlord,  at Prime  Landlord's  option,  this Sublease  Agreement and
Subtenant's  rights hereunder shall terminate as of the date of such expiration,
termination or surrender, as the case may be, and the Subtenant shall vacate the
Premises on such date. 

     3.  Rent.  Subtenant  shall pay to Sublandlord an annual rental at the rate
of ________________  per annum ("Basic Rent"), in equal monthly  installments of
______________  month  ("Basic  Monthly  Rent"),  plus  the  Additional  Rent as
hereinafter defined in paragraph 4 below (the Additional Rent and the Basic Rent
hereinafter  collectively referred to as "Rent"). The first installment of Basic
Monthly  Rent  shall be due and  payable  upon  the  execution  hereof.  On each
anniversary of the Sublease Commencement Date, the Basic Rent shall be increased
by an amount equal to three  percent (3%) of the Basic Rent in effect during the
preceding Lease Year. Except as otherwise  provided herein,  Subtenant shall pay
the Rent in equal monthly  installments  in advance on the first day of each and
every  month  during  the Term.  In the event  that at any time  during the Term
Subtenant shall have a claim against Sublandlord, 

<PAGE>


subtenant shall have no right to deduct the amount allegedly owed Subtenant from
the Rent or other sums payable to Sublandlord hereunder, it being understood and
agreed  that  Subtenant's  sole remedy in such event  shall be to  institute  an
independent action against Sublandlord therefor.

     4.   Additional Rent. Subtenant shall pay for (i) increase in Basic Rent as
set forth in  paragraph 3, (ii)  Tenant's  Share of Property  Taxes  pursuant to
Article 10 of the Prime Lease,  (iii) Tenant's Share of Operating Costs pursuant
to Article 9 of the Prime Lease,  (iv) any other  additional  rent or other sums
charged to Sublandlord  pursuant to the Prime Lease.  If Subtenant  procures any
additional services from the Prime Landlord, Subtenant shall pay for same at the
rates  charged  by the Prime  Landlord  and shall  make such  payments  as Prime
Landlord may direct.  All sums payable by Subtenant under this paragraph 4 shall
be deemed "Additional Rent" and shall be collectable as such.

     5.   Services.  Except as otherwise provided  herein,  the only services or
rights to which Subtenant is entitled under this Sublease Agreement are those to
which Sublandlord is entitled as lessee under the Prime Lease and subtenant will
look solely to Prime Landlord for all such services and rights.

     6.   Permitted Uses. The Premises shall be used for general office purposes
and  related  uses  only and for no other  purpose.  Subtenant  shall not use or
occupy the Premises,  nor permit the  Premisaes to be used or occupied,  for any
illegal  purposes  or in any  unlawful  or  illegal  manner nor in any manner to
create any nuisance or trespass.

     7.   Compliance: Indemnification.  Subtenant shall neither cause nor suffer
any act or  omission  that  would  cause the  Prime  Lease to be  terminated  or
forfeited  because of any right of termination or forfeiture  reserved or vested
in the Prime Landlord, and Subtenant will indemnify, defend and hold sublandlord
harmless  from and  against  all  claims of any kind by reason of any  breach or
default on the part of or by Subtenant or any of Subtenant's  officers,  agents,
employees,  contractors,  invitees  or  licensees,  by reason of which the Prime
Lease may be terminated or forfeited.  Subtenant represents that is has read and
is familiar with the terms of the Prime Lease.

     8.   Hold Harmless.  Subtenant hereby agrees to indemnify,  defend and hold
Prime  Landlord and  Sublandlord  harmless from and against all costs,  damages,
claims,  liabilities and expenses  (including,  without  limitation,  attorneys'
fees) suffered by or claimed against Sublandlord,  directly or indirectly, based
on,  arising out of or resulting from (i)  Subtenant's  use and occupancy of the
Premises  or the  business  conducted  by  Subtenant  therein,  (ii)  any act or
omission by subtenant or Subtenant's agents, officers,  employees,  contractors,
invitees  or  licensees,  or (iii) any  breach or default  by  Subtenant  in the
performance  or observance of its covenants or  obligations  under this Sublease
(including the covenants and  obligations of the Subtenant under the Prime Lease
as incorporated herein).

     9.   Assignment: Subletting.  Subtenant  shall not assign this  Sublease or
sublet  the  Premises  in whole or in part,  and  shall not  permit  Subtenant's
interest  in this  Sublease  to be  encumbered  or vested in any third  party by
operation of law or otherwise.  


                                      -2-

<PAGE>

     10.  Notices.  Any notice or demand  which either party may or must give to
the other  under  this  Sublease  Agreement  shall be in writing  and  delivered
personally or sent by registered or certified  mail  addressed if to Sublandlord
as follows: 
<TABLE>
<S>                                              <C>
For U.S. Mail:                                    For Federal Express and UPS:

Gemini Air Cargo, LLC                             Gemini Air Cargo, LLC                  
P.O. Box 16254                                    600 West Service Road                  
Washington Dulles International Airport           Washington Dulles International Airport
Washington, D.C. 20041-6254                       Washington, D.C. 20041                 
Attn: Donald M. Harwood                           Attn: Donald M. Harwood                
                                                  

and if to Subtenant, prior to the Sublease        and if to Subtenant, after the Sublease  
Commencement date, as follows:                    Commencement date, as follows:           
                                                  
RMS INTERNATIONAL, INC.                           RMS INTERNATIONAL, INC.               
4506 Daly Drive, Suite 600                        12020 Sunrise Valley Drive, Suite 250 
Chantilly, VA 20151                               Reston, VA 20191                      
Attn:  Everett Holtz, President                   Attn:  Everett Holtz, President       
                                                          with a copy to:               
                                                  Edward V. Gregorowicz                 
                                                  10565 Lee Highway, Suite 102          
                                                  Fairfax, VA 22030                     
</TABLE>


Either party may, by notice in writing, direct that future notices or demands by
sent to a  different  address.  Notice  shall be deemed to have been  given when
received  by the party to whom  addressed  (on the date upon which  delivery  is
refused, as the case may be).

     11.  No Partnership.  Nothing herein  contained in this Sublease  Agreement
shall be deemed or construed as creating the relationship of principal and agent
or of  partnership  or  joint  venture  between  the  parties  hereto;  it being
understood  and  agreed  that no act of the  parties  hereto  shall be deemed to
create any relationship other than that of Sublandlord and Subtenant.

     12.  Insurance.   Subtenant  agrees  to  maintain  casualty  and  liability
insurance coverage with respect to the Premises and with limits of liability and
deductibles  as  required   under  the  Prime  Lease.   Prior  to  the  Sublease
Commencement  Date,  Subtenant shall provide  Sublandlord  with a certificate of
insurance evidencing such insurance coverage.

     13.  Incorporation.  Except as may be  inconsistent  with the terms of this
Sublease Agreement, which is subject and subordinate to the Prime Lease, all the
terms,  covenants and  conditions of the Prime Lease,  excepting the  provisions
contained therein with respect to (a) the Security  Deposit,  (b) any options to
renew  the  Term,  or (c) any  options  to  cancel  the  Prime  Lease,  shall be
applicable to this Sublease Agreement with the same force and effect as if

                                      -3-
<PAGE>

Sublandlord  were the lessor under the Prime Lease and Subtenant were the lessee
thereunder;  and in case of any breach by Subtenant,  Sublandlord shall have all
the rights  against  Subtenant as would be  available to the lessor  against the
lessee  under the Prime Lease if such breach were by the lessee  thereunder.  In
addition to the rights and remedies  set forth in the Prime  Lease,  Sublandlord
shall in  addition,  upon the  occurrence  of any  breach by  Subtenant  and the
failure to cure the same on or before the  expiration  of three (3) days  notice
thereof,  be  entitled  to recover  from  Subtenant  the cost of the  removal of
Subtenant and Subtenant's property from the Premises.


     14.  Binding Agreement. The covenants and agreements herein contained shall
bind and inure to the benefit of Sublandlord,  subtenant,  and their  respective
executors, administrators, successors and assigns; however, this provision shall
not be deemed to  authorize  any  violation of Section 9 thereof.  

     15. Complete Agreement. All prior understandings and agreements between the
parties are merged  within  this  Sublease  Agreement  (including  the  attached
Exhibit A), which alone fully and completely sets forth the understanding of the
parties,  and this  Sublease may not be changed or  terminated  orally or in any
manner  other than by an  agreement  in writing and signed by the party  against
whom enforcement of the change or termination is sought.

     16. Security Deposit. Upon the execution hereof, Subtenant shall deliver to
Sublandlord a security  deposit in the amount of Seventeen  Thousand Two Hundred
Eighteen and 88/100 Dollars  ($17,218.88)  (the "Security  Deposit") as security
for  the  payment  and  performance  by  Subtenant  of all  of its  obligations,
covenants,  conditions and agreements hereunder.  The Security Deposit shall not
be considered a prepayment of rent or a limit on Subtenant's liability under the
Sublease or as liquidated  damages. If there is an event of default by Subtenant
hereunder,  Sublandlord  shall have the right,  but shall not be  obligated,  to
apply the Security Deposit as is reasonably  necessary to cure such default,  in
which event Subtenant shall be obligated to promptly  deliver to Sublandlord the
cash amount  necessary to restore the Security  Deposit to its original  amount,
and  Subtenant's  failure to do so within  ten (10) days after  notice of demand
therefor from  Sublandlord  shall constitute an Event of Default under the Lease
entitling  Sublandlord  without  further notice of all of its remedies under the
Lease; provided, however, such default and Subtenant's liability under the Lease
shall thereby be discharged only pro tanto and Subtenant shall remain liable for
any amounts that said Security Deposit shall be insufficient to pay. Sublandlord
agrees to return the Security  Deposit to Subtenant  within fifteen (15) days of
the Sublease  Expiration Date. In addition,  Sublandlord agrees to pay Subtenant
all accrued interest collected on the Security Deposit, net of taxes.

     17. Brokers.  Upon execution of this Sublease by both parties,  Sublandlord
shall pay Julien J. Studley and The Carey  Winston  Company a commission  as set
forth  in a  separate  agreement  between  Sublandlord  and  said  brokers,  for
brokerage  services  rendered  to  Sublandlord  in this  transaction.  Except as
aforesaid,  the parties represent and warrant to each other that they have dealt
with no other broker or finders in connection with this transaction.


     18. Prime  Landlord's  Consent.  It is understood and agreed by the parties
hereto that acceptance of this Sublease by the  Sublandlord  shall be subject to
the consent of the Prime  Landlord  pursuant  to Section 20 of the Prime  Lease.
Subtenant shall use best efforts to

                                      -4-

<PAGE>


cooperate with Sublandlord to provide the information required by Prime Landlord
with respect to this Sublease. Sublandlord hereby acknowledges to Prime Landlord
that, notwithstanding this Sublease,  Sublandlord shall in no way be released or
relieved,  in whole or part, from Sublandlord's  covenants as "Tenant" under the
Prime Lease.  In the event Prime  Landlord  refuses to consent to this Sublease,
then upon ten (10) days  following  written  notice  thereof  from  Sublandlord,
Subtenant shall vacate the Premises. Notwithstanding the foregoing, in the event
that  Subtenant  fails to vacate the Premises,  within such ten (10) days period
(i) Prime Landlord or Sublandlord may forthwith  re-enter and take possession of
said Premises,  and (ii)  Subtenant  shall pay Landlord an amount equal to twice
the monthly  payment of Basic  Monthly Rent in effect  immediately  prior to the
expiration of the Term, for the period in which Subtenant  occupies the Premises
after the expiration of such notice; provided,  however, the foregoing shall not
be deemed to limit  Subtenant's  liability  arising  from any  wrongful  holding
over.
                                      - 5 -

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Sublease to be
executed as of the day and year first above written. 

WITNESS:                                 SUBLANDLORD:

                                         GEMINI AIR CARGO, LLC


                                         By:                     [Seal]
--------------------------                  ---------------------
                                            Its: President~

ATTEST:                                  SUBTENANT:

                                         RMS INTERNATIONAL, INC.

By:                                      By:
   -------------------------                ---------------------------
   Its: Vice President                      Its: 
        ---------------                         -------------------
[Corporate Seal]


                                      -6-

<PAGE>

                           CONSENT OF PRIME LANDLORD

Reston Plaza Office  L.L.C.,  owner of the Premises  hereinabove  subleased  and
Prime  Landlord  under the Prime Lease,  in  accordance  with the  provisions of
Section 20 of the Prime Lease hereby  consents to this Sublease  Agreement  upon
the terms stated herein, and such approval is being issued on the condition that
Gemini air Cargo  L.L.C.  will not be relieved  from primary  liability  for all
obligations  of the Tenant under the Prime Lease  Agreement and on the condition
that this  approval does not amend or modify the actual terms of the Prime Lease
in any manner.

WITNESS:                                PRIME LANDLORD:

                                        RESTON PLAZA OFFICE, L.L.C.

                                        By: LaSalle Advisors Limited
                                            Partnership, Advisor and Duly 
                                            Authorized Agent

                                        By:
------------------------------             ---------------------------------  
                                            Name:  David L. Reahl
                                                   -------------------------
                                            Title: Vice President
                                                   -------------------------


                                        By:
------------------------------             ---------------------------------  
                                            Name:  ___________ W. Duke
                                                   -------------------------
                                            Title: Principal
                                                   -------------------------