EXHIBIT 10.27



                                                     SUBLEASE

         THIS  SUBLEASE  is made and entered  into on this 5th day of  December,
1997  by  and  between  (i)  COOPERS  &  LYBRAND  L.L.P.,  a  limited  liability
partnership registered in the State of Delaware  ("Sublandlord") and (ii) HAGLER
BAILLY, INC., a Delaware corporation ("Subtenant").

                                    Recitals:

         A.  Sublandlord,  as tenant,  has  entered  into an Office  Lease dated
December 12, 1991 with Wilson Boulevard Venture, as landlord,  pursuant to which
Sublandlord  agreed to lease  approximately  51,036  square feet of space in the
office building situated at 1530 Wilson  Boulevard,  Arlington,  Virginia.  Such
Office  Lease was  subsequently  amended  by a First  Amendment  to Lease  dated
September  29, 1994 between  Sublandlord,  as tenant,  and Bresta  Futura V B.V.
("Landlord")  , as landlord  and as  successor  in interest of Wilson  Boulevard
Venture.  Pursuant to the First Amendment to Lease,  Sublandlord agreed to lease
an  additional  7,366 square feet of space,  for a total of 58,402  square feet.
Such  Office  Lease,  as amended by the First  Amendment  to Lease,  is attached
hereto as Exhibit A and is herein referred to as the "Master Lease". Capitalized
terms used herein and not otherwise  defined  herein shall have the meanings set
forth in the Master Lease.

         B. Sublandlord desires to sublease to Subtenant,  and Subtenant desires
to sublease from Sublandlord, the entire Leased Premises under the Master Lease,
being  approximately  58,402 square feet of space, and Sublandlord and Subtenant
desire to set forth herein their agreements and  understandings  respecting such
sublease.

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the  mutual
understandings  and agreements set forth herein,  and of other good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Sublandlord and Subtenant hereby agree as follows:

         1.  Subleased  Premises.  Sublandlord  agrees to lease to Subtenant and
Subtenant  agrees to lease  from  Sublandlord,  upon the  terms  and  conditions
hereinafter provided, the Leased Premises under the Master Lease,  consisting of
approximately 58,402 square feet comprising the entire 3rd 4th and 5th floors of
the  Building  and 7,366  square  feet of space  located on the 6th floor of the
Building. The Leased Premises are designated on Exhibit B attached hereto.

         2.       Term; Delay in Delivery of Possession.

                  A. The term of this  Sublease  shall  commence on February 14,
1998 or such later date as  Sublandlord  shall deliver  possession of the Leased
Premises to Subtenant ("Sublease



<PAGE>


Commencement  Date") , and shall expire on February 27, 2002.  Sublandlord shall
use good faith  efforts to deliver the Leased  Premises to Subtenant by February
14, 1998. On request,  Sublandlord will furnish  Subtenant with progress reports
of Sublandlord's plans to vacate the Leased Premises.

                   B. If Sublandlord has not delivered  possession of the Leased
Premises to Subtenant in the condition  required by Section 3 hereof by March 2,
1998,  Subtenant  shall  have the  -right  and  option  to elect  either  to (i)
terminate  this  Sublease,  or (ii) take  occupancy of the Leased  Premises when
Sublandlord is able to' deliver  possession of the Leased Premises to Subtenant.
Such election shall be made by Subtenant's  giving  Sublandlord a notice of such
election not later than March 16, 1998.  If Subtenant  fails to give such notice
on or prior to March 16,  1998,  such  failure  shall be deemed an  election  by
Subtenant to take occupancy of the Leased  Premises when  Sublandlord is able to
deliver  possession of the Leased Premises to Subtenant.  In the event Subtenant
elects to terminate this Sublease in accordance with the foregoing provisions of
this  Section  2B, this  Sublease  shall be  terminated  as of March 2, 1998 and
neither  Sublandlord nor Subtenant shall have any further liability to the other
hereunder,  or otherwise,  it being understood and agreed that Sublandlord shall
not be liable to  Subtenant  for any  damages  Subtenant  may have  incurred  in
connection with Subtenant's election to terminate this Sublease as aforesaid. In
the event that Subtenant elects (or is deemed to have elected) to take occupancy
of the Leased  Premises when  Sublandlord  is able to deliver  possession of the
Leased Premises to Subtenant, then the Abatement Period (as such term is defined
in Section 7 below) shall be lengthened by one-half (1/2) day for each day after
March 2,  1998 that  Sublandlord  has not  delivered  possession  of the  Leased
Premises to Subtenant.

                   C. Notwithstanding the provisions of Section 2B above, if (i)
Subtenant  has the right to terminate  this  Sublease  under the  provisions  of
Section  2B above by reason of a delay in  delivering  possession  of the Leased
Premises to Subtenant past March 2, 1998, but Subtenant does not elect to do so,
and (ii) such delay in delivering  the Leased  Premises is caused by an event of
"Force Majeure", then the Abatement Period will not be lengthened.  In the event
of such a Force Majeure delay, Sublandlord will deliver possession of the Leased
Premises to Subtenant when Sublandlord is able to do so given the  circumstances
of the Force Majeure event, and the Sublease Commencement Date will occur on the
date the Leased Premises are delivered to Subtenant. For these purposes,  "Force
Majeure"  means  an  Act  of  God,  labor  strikes,   lockouts  or  other  labor
difficulties,  casualty to the Building and/or the Leased Premises, or any other
cause  beyond  the  control  of  Sublandlord  which  prevents  Sublandlord  from
delivering  possession of the Leased  Premises to Subtenant on or prior to March
2, 1998.

Further, if Sublandlord is not able to deliver possession of the Leased Premises
to Subtenant on or prior to March 2, 1998 and Subtenant elects to take occupancy
of the Leased  Premises when  Sublandlord  is able to deliver  possession of the
Leased Premises to Subtenant,  Sublandlord  shall not be liable to Subtenant for
damages or otherwise, the only liability of Sublandlord being the lengthening of
the Abatement Period as set forth in Section 2B above. The occurrence of a Force
Majeure event shall not affect  Subtenant's  right to terminate this Sublease as
set forth in Section 2B.


         3. Condition of Leased  Premises.  Subtenant agrees to lease the Leased
Premises in their "as is" condition on and as of the Sublease Commencement Date,
without any warranty whatsoever,  express or implied. Subtenant acknowledges and
agrees that it will have  inspected the Leased  Premises,  and will be satisfied
with  their  condition,  prior to the  Sublease  Commencement  Date.  The Leased
Premises  are to be  vacant,  with  all of  Sublandlord's  property  not sold to
Subtenant removed.  The Leased Premises will be delivered to Subtenant in "broom
clean" condition.

                  4.  Personal  Property.  Sublandlord  agrees that the personal
property listed on Exhibit C (the "Personal Property") will remain in the Leased
Premises on the Sublease  Commencement Date, will be sold to Subtenant (pursuant
to a Bill of Sale to be executed and  delivered by  Sublandlord  on the Sublease
Commencement Date), and will become the property of Subtenant as of the Sublease
Commencement Date. Subtenant agrees that the Personal Property is being conveyed
by  Sublandlord  to  Subtenant  in an "as is",  "where is"  condition,  and that
Sublandlord makes absolutely no warranty or representation  whatsoever,  express
or  implied,  concerning  the  Personal  Property  or  its  fitness  for  use by
Subtenant. The Personal Property will be removable by Subtenant, and Sublandlord
hereby   subordinates  any  statutory  or  common  law  "landlord  lien"  rights
Sublandlord may have in respect of the Personal Property to the lien of any bona
fide financings placed on the Personal  Property by Subtenant.  Subtenant agrees
to pay Sublandlord,  as the purchase price for the Personal Property, the sum of
$275,000.  Such amount shall be paid by Subtenant's  giving Sublandlord a credit
in such amount  against the  Subtenant  Allowance  Sublandlord  is  obligated to
provide under the provisions of Section 5 below.  If any sales tax is payable in
respect of the sale of the Personal  Property to Subtenant,  the payment of such
sales tax shall be the responsibility of Sublandlord.

                  5. Subtenant Allowance.  Sublandlord shall pay to Subtenant an
allowance (the "Subtenant  Allowance") to be used by Subtenant to offset in part
its costs in improving the Leased Premises and moving into the Leased  Premises.
Subtenant's particular use of the Subtenant Allowance shall be unrestricted,  so
long as it is used  generally in  connection  with  Subtenant's  move to, or use
(e.g., furniture, cabling, decoratin4, construction, and the like) and occupancy
of, the Leased  Premises.  The total amount of the Subtenant  Allowance shall be
$292,  010 (i.e.,  $5.00 per square foot of the Leased  Premises)  The Subtenant
Allowance shall be reduced by the credit to be provided Sublandlord as set forth
in Section 4 hereof.  Sublandlord shall pay the Subtenant Allowance to Subtenant
on a  periodic  basis  within  thirty  (30)  days  after  Subtenant  submits  to
Sublandlord  invoices or other  evidence  that  Subtenant has incurred the costs
covered by the  Subtenant  Allowance.  Subtenant  shall submit such  invoices or
other evidence not more often than once every 30 days. Any unused portion of the
Subtenant  Allowance shall be applied against the first  installment(s)  of Base
Rent  coming  due after the  period in which the  payment of Base Rent is abated
under the provisions of Section 7 below.

                  6.       Base Rent.

                  A.  Subtenant  shall pay as base rent  ("Base  Rent")  for the
Leased  Premises  for the first Rent Year an amount  equal to One  Million  Five
Hundred Seventy-Six Thousand Eight Hundred Fifty-four Dollars ($1,576,854).  For
purposes of this Sublease,  the term "Rent Year" means a period of twelve months
beginning on the Sublease  Commencement Date and each anniversary  thereof.  The
last Rent Year shall be a partial  year ending on February  27,  2002,  and Base
Rent for such partial year shall be appropriately prorated.

                  B.  Base Rent for each  Rent  Year  after the first  Rent Year
shall be  increased by an amount equal to 2.5% of the Base Rent for the previous
Rent Year (that is, such increases  shall be cumulative) . Except as provided in
this  Section  6B,  Base Rent  shall not be  increased  during  the term of this
Sublease.  Subtenant  shall not be liable for the payment of any "CPI Adjustment
Amount" as provided in the Master Lease.

                  C. Base Rent shall be payable in equal  monthly  installments,
in  advance,  on the first day of each month  during the term of this  Sublease,
except that the first monthly payment of Base Rent shall be due on the first day
of the month next following the expiration of the Base Rent Abatement Period set
forth in Section 7 hereof, and shall include Base Rent payable in respect of any
partial month occurring after the expiration of the Base Rent Abatement  Period.
Base Rent for any partial month shall be prorated on a daily basis.  Payments of
Base Rent (and any other amounts payable by Subtenant under this Sublease) shall
be made without any  set-off,  abatement  or  deduction  whatsoever  and without
demand,  except as otherwise expressly provided by this Sublease.  Base Rent and
all other amounts  payable by Subtenant  under this Sublease shall be payable at
such address as Sublandlord may designate from time to time by written notice to
Subtenant.

          7.  Abatement of Base Rent.  Subject to the  provisions  of Section 2B
above, the payment of Base Rent shall be abated for the one hundred twenty (120)
-day  period  commencing  on the  Sublease  Commencement  Date  (the  "Abatement
Period")

         8.       Operating Expense Increases.

                   A. For each Sublease Year after the Base Year during the term
of this Sublease,  Subtenant shall pay to Sublandlord  Subtenant's  Share of the
amount by which the  operating  Expenses  (subject  to  adjustment  pursuant  to
Section 4C of the Master  Lease) for such  Sublease  Year  exceed the  Operating
Expenses for the Base Year.

                   B.   Subtenant's   Share  of  Operating   Expenses  shall  be
calculated  and  paid on an  estimated,  monthly  basis in the  same  manner  as
Tenant's Share of Operating  Expenses are calculated and paid under  Paragraph 4
of the Master Lease. After the end of each Sublease Year following the Base Year
and promptly after Sublandlord  receives the same,  Sublandlord shall deliver to
Subtenant a copy of  Landlord's  annual  statement  of Operating  Expenses,  and
Subtenant's  Share of  Operating  Expenses  shall  be  based on such  statement.
Sublandlord  shall not be liable for any errors in such  statement  or errors of
Landlord in calculating  Operating Expenses. At Subtenant's request and expense,
however,  Sublandlord  will  pursue,  on behalf of  Subtenant,  any rights which
Sublandlord  may have  under the  Master  Lease in  respect  of the  payment  of
Tenant's Share of Operating Expenses thereunder.  If Landlord's annual statement
of Operating  Expenses for a calendar year discloses that Subtenant's  estimated
payments on account of such  Operating  Expenses  exceeds  Subtenant's  required
Operating  Expense  contribution for such calendar year calculated in accordance
with Section 8A,  Sublandlord  shall promptly refund the amount of the excess to
Subtenant. Similarly, if Landlord's annual statement of Operating Expenses for a
calendar year discloses that Subtenant's  estimated  payments on account of such
Operating   Expenses  is  less  than  Subtenant's   required  Operating  Expense
contribution  for such calendar year  calculated in accordance  with Section 8A,
Subtenant  shall  promptly  pay the  amount of the  deficiency  to  Sublandlord,
subject to  Subtenant's  rights  provided in this  Section 8B. In the event that
Sublandlord  received  any refund of Taxes as provided  in Section  4A(5) of the
Master Lease for any period within the term of this Sublease,  Sublandlord shall
promptly remit such refund to Subtenant.

C. For purposes of this Section 8, the following  terms shall have the following
meanings:

(1) "Base Year" shall be the calendar year 1998.

(2) "Subtenant's Share" shall mean and be the same as "Tenant's Share" under the
provisions of the Master Lease.

(3)  "Sublease  Year" shall mean each full calendar year during the term of this
Sublease,  and in  addition,  the period from the Sublease '  Commencement  Date
until December 31, 1998 and the period from January 1, 2002 through February 27,
2002. Calculations attributable to such partial Sublease Years shall be prorated
on a daily basis.

         9.       Interest and Late Payment Charges.

                  A.  Subtenant  shall pay, on demand of  Sublandlord,  interest
from the date that is ten (10) days after the due date of each payment  becoming
due under  this  Sublease  until  paid at the rate per annum  equal to three (3)
percentage points plus the Prime Rate;  provided,  however,  that the payment of
such  interest  shall not  excuse or cure any  default by  Subtenant  under this
Sublease.  In no event shall  Subtenant  be  obligated to pay interest at a rate
that exceeds the maximum rate of interest  permitted by law. For these purposes,
the "Prime  Rate" means the prime or base  commercial  lending rate from time to
time announced by The Riggs National Bank of Washington,  D. C., to be in effect
at its principal office in Washington, D. C.

                  B. Subtenant shall pay, on demand of  Sublandlord,  a late fee
equal to five percent (5%) of any payment  becoming due under this Sublease that
is not paid by the fifth (5t') day  following its due date;  provided,  however,
that regardless of whether such late fee constitutes or is deemed to be interest
under  applicable  law,  the sum of all  interest  contracted  for,  charged  or
received hereunder shall not exceed the maximum amount of interest allowed under
applicable law.

                  C.  Subtenant  has no  obligation to pay interest or late fees
charged  by  Landlord  under  the  provisions  of the  Master  Lease,  it  being
understood  and agreed that this Section 9 sets forth the entire  obligation  of
Subtenant for the payment of interest and late fees.

         10. Subleasing and Assignment.  Subtenant shall not (i) assign, convey,
otherwise  transfer or mortgage  this  Sublease or any interest  hereunder  (ii)
permit to occur or permit to exist any assignment of this Sublease, or any lien,
pledge or  encumbrance  upon  Subtenant's  interest  in this  Sublease or in the
Leased  Premises or any part thereof,  voluntarily or by operation of law, (iii)
sublease  the Leased  Premises  or any part  thereof,  or (iv) permit the use or
occupancy of the Leased  Premises by any parties  other than its  employees  and
Affiliates,  without in each instance  obtaining  Sublandlord's  prior approval,
which approval shall not be unreasonably  withheld,  and also complying with the
provisions  of  the  Master  Lease  applicable   thereto,   including,   without
limitation,  obtaining  the consent of the Landlord  where the obtaining of such
consent is required.

          11. No Expansion  Rights,  Rights of First Refusal or Renewal  Rights.
Sublandlord  and  Subtenant  acknowledge  and agree that because  this  Sublease
covers 100% of the space leased by  Sublandlord  in the Building,  Sublandlord's
right to expand the Leased  Premises,  its right of first  refusal in respect of
the leasing of additional  space in the Building and its right to renew the term
of the Master  Lease,  as such rights may be provided  for in the Master  Lease,
have  been  waived,  and that  Subtenant  will  have no such  rights  except  as
Subtenant and Landlord may otherwise agree upon.

     12. Parking.  Subtenant shall have the right to lease parking spaces in the
     Building's parking garage, as provided for in the Master Lease.

          13.  Security  Deposit.   Simultaneously  with  Subtenant's  execution
hereof,  Subtenant shall place with Sublandlord a security deposit in the amount
of $131,404.  Such security  deposit  shall bear simple  interest at the rate of
five percent (5%) per annum and shall be  considered as security for the payment
and  performance  by Subtenant  of all of  Subtenant's  obligations,  covenants,
conditions and agreements  under this Sublease.  Upon condition that W Subtenant
has not previously  defaulted any payment  obligation  under this Sublease (even
though such default may have been cured within the  applicable  grace  period) ,
and  (ii)  Subtenant  is not  then  in  default  under  the  provisions  hereof,
Sublandlord shall return such security deposit,  together with interest thereon,
to  Subtenant  on June 1, 1999.  If such  security  deposit is not  returned  to
Subtenant  on June 1, 1999  because  of a failure  of a  condition  set forth in
either  clause W or (ii) of the previous  sentence,  upon the  expiration of the
term of this Sublease, Sublandlord shall (provided that Subtenant is not then in
default  under the  provisions  hereof),  return  such  security  deposit  (plus
interest  thereon) to Subtenant,  less such portion thereof as Sublandlord shall
have  retained  to make good any  default by  Subtenant  with  respect to any of
Subtenant's aforesaid obligations,  covenants,  conditions or agreements. In the
event of any default by Subtenant  hereunder,  Sublandlord shall have the right,
but shall not be obligated,  to apply all or any portion of the security deposit
to compensate  Sublandlord  (whether in whole or in part) for such  default,  in
which event,  within fifteen (15) days thereafter,  Subtenant shall be obligated
to deposit with Sublandlord the amount necessary to restore the security deposit
to its  original  amount;  provided,  however,  neither the  application  of the
security deposit as set forth above nor the payment by Subtenant to restore such
security deposit shall operate to cure such default or to estop Sublandlord from
pursuing any remedy to which Sublandlord would otherwise be entitled.

         14. Leasing Commission. Sublandlord shall be obligated to pay Julien J.
Studley  ("Studley") a leasing commission in accordance with the provisions of a
separate agreement between  Sublandlord and Studley, a copy of which is attached
hereto as Exhibit D.  Sublandlord  hereby  agrees to indemnify and hold harmless
Landlord  and  Subtenant  against  and  from  any and all  losses,  liabilities,
damages,  costs and expenses (including  reasonable counsel fees) resulting from
any claims that may be made against Landlord by Subtenant or against Landlord or
Subtenant  by any  brokers or other  persons  claiming a  commission  or similar
compensation in connection with this Sublease.  Sublandlord hereby agrees to pay
to Landlord  reasonable  attorneys' fees and  disbursements  (not to exceed five
hundred dollars  ($500))  incurred by Landlord in connection with this Sublease.
Subtenant  warrants  and  represents  that it has not  engaged a broker or other
agent in connection  with this Sublease,  except for Studley.  Subtenant  hereby
agrees to indemnify and hold harmless  Sublandlord  against and from any and all
losses,  liabilities,  damages, costs and expenses (including reasonable counsel
fees) resulting from any breach by Subtenant of the foregoing representation and
warranty.

         15.      Binding Effect of Master Lease.

                  A.  Sublandlord  represents  and warrants  that as of the date
hereof  there  is no Event of  Default  under  the  Master  Lease  and as of the
Sublease  Commencement  Date there will be no Event of Default  under the Master
Lease. The provisions of the Master Lease are hereby incorporated herein by this
reference.  Except as set forth in this Sublease,  Subtenant  shall be bound by,
and  hereby  agrees  to  abide  by and  perform,  all of the  terms  conditions,
covenants and agreements to which Sublandlord is bound in its capacity as tenant
under and pursuant to the  provisions of the Master Lease.  In that  connection,
except as set forth herein, Subtenant covenants and agrees, commencing as of the
Sublease  Commencement  Date, to perform the  undertakings  of  Sublandlord  (as
tenant)  under the  Master  Lease,  and to  refrain  from  taking  any action or
suffering  any  condition to exist which  constitutes  a violation of the Master
Lease. All rights and benefits accruing to Sublandlord in its capacity as tenant
under the  Master  Lease  shall  extend to  Subtenant.  In such  connection,  if
circumstances  exist under which  Sublandlord  is  entitled to an  abatement  of
Annual Base Rent or other payment obligation in its capacity as the tenant under
the Master  Lease,  then such  circumstances  shall also  result in  Subtenant's
becoming  entitled to an  abatement  of Base Rent and other  payment  obligation
provided  for under this  Sublease  (such as,  for  example,  abatement  of rent
arising by reason of an  interruption  in services or a casualty) . If Subtenant
does become  entitled to an abatement of Base Rent or other  payment  obligation
under the  provisions of the preceding  sentence,  the amount of such  abatement
shall be  governed  by amounts  due under this  Sublease,  not  amounts due from
Sublandlord  under the  provisions  of the Master  Lease.  Sublandlord  will not
exercise any right to terminate the Master Lease, either by reason of a Landlord
default, a casualty or otherwise, except with Subtenant's agreement.

                  B. Notwithstanding any provision herein to the contrary,  with
respect  to work,  services,  utilities,  repairs,  parking,  the  operation  of
equipment,  alterations,   improvements,   repainting  and  restoration  or  the
performance  of other  obligations  or covenants  required of Landlord under the
Master Lease,  Sublandlord's  sole  obligation  with respect thereto shall be to
request the same of Landlord upon request by Subtenant. Subtenant agrees to look
solely to Landlord for the furnishing of any such services to which  Sublandlord
may  be  entitled  under  the  Lease  in  its  capacity  as  tenant  thereunder.
Sublandlord  agrees to cooperate with  Subtenant and use  reasonable  efforts to
take  whatever  action is  reasonably  required  to enforce  for the  benefit of
Subtenant  the  obligations  of Landlord  under the Master Lease insofar as they
relate  to  the  Leased  Premises,   provided  that  any  expenses  incurred  by
Sublandlord shall be reimbursed by Subtenant to Sublandlord on demand.

                  C. Subtenant shall surrender the Leased Premises at the end of
the  term of this  Sublease  in the  condition  delivered  to  Subtenant  on the
Sublease  Commencement Date,  subject to reasonable wear and tear,  casualty and
alterations  made by Subtenant  which are required or permitted to remain in the
Leased  Premises under the provisions of the Master Lease.  Subtenant shall have
no obligation to remove tenant  improvements  existing in the Leased Premises on
the Sublease  Commencement Date,  including,  without  limitation,  the interior
staircase described in paragraph 38 of the Master Lease.  Sublandlord shall have
responsibility  for removing such interior  staircase and  performing  the other
work required by paragraph 38 of the Master Lease (the "Paragraph 38 work"), and
Subtenant  agrees to provide  Sublandlord  with  access to the  Leased  Premises
during the thirty (30)-day period prior to the end of the term of this Sublease,
so that Sublandlord can timely perform the Paragraph 38 Work. Sublandlord agrees
to  perform  the  Paragraph  38 Work in such  manner  so as not to  unreasonably
interfere with the activities of Subtenant in the Leased Premises,  and on terms
and conditions mutually agreeable to Sublandlord and Subtenant.

                  D. In the event that Subtenant shall be in default of any term
or  provision  of this  Sublease,  or holds  over after the  expiration  of this
Sublease,  Sublandlord shall have available to it all of the rights and remedies
available to Landlord  under the Master Lease in the event of a like  occurrence
on the part of the Sublandlord as tenant thereunder. Subtenant shall be entitled
to grace or cure  periods in the  situations  provided  to  Sublandlord  (in its
capacity as tenant) under Section 23A of the Master Lease,  except that in order
to give  Sublandlord  sufficient time to cure any default under the Master Lease
that may be caused by Subtenant's default under this Sublease, the five (5) -day
period  provided for in Section 23A(l) of the Master Lease shall be shortened to
three (3) days for a Subtenant default,  and the thirty (30)-day period provided
for in Section 23A(2) of the Master Lease shall be shortened to twenty (20) days
for a  Subtenant  default.  Further,  Subtenant  shall  have the  benefit of the
limitation on liability set forth in Section 23B(5) of the Master Lease.

         16.      Subordination to Master Lease; Quiet Enjoyment.

                   A. This  Sublease  is subject and  subordinate  to the Master
Lease and to the matters to which the Master Lease is and shall be  subordinate,
and in the event of termination of the Master Lease,  re-entry or  dispossession
by Landlord  under the Master Lease,  Landlord may, at is its option,  take over
all of the right,  title and interest of Sublandlord  under this  Sublease,  and
Subtenant shall, at Landlord's option, attorney to Landlord pursuant to the then
executory  provisions  of this  Sublease,  except that  Landlord  shall not W be
liable for any previous act or omission or negligence of Sublandlord  under this
Sublease, (ii) be subject to any counterclaim,  offset or defense, not expressly
provided  in this  Sublease,  which  theretofore  accrued to  Subtenant  against
Sublandlord,  or (iii) be bound by any previous modification of this Sublease or
by any previous prepayment of more than one (1) month's rent.

                   B.  Subject  to  the   provisions   of  Section  16A  hereof,
Sublandlord  covenants  that  Subtenant,  on paying the rent,  charges and other
payments herein reserved and on keeping,  observing and performing all the other
terms, covenants, conditions,  provisions and agreements herein contained on the
part of Subtenant to be kept,  observed and performed,  all of which obligations
of Subtenant are independent of Sublandlord's  obligations  under this Sublease,
shall,  during the term of this Sublease,  peaceably and quietly have,  hold and
enjoy  the  Leased  Premises  subject  to  the  terms,  covenants,   conditions,
provisions  and  agreements   hereof,   without   molestation  or  hindrance  by
Sublandlord or any party claiming through or under Sublandlord.

                   C. Sublandlord shall (i) timely make all payments required to
be made by  Sublandlord  in its capacity as tenant under the Master Lease,  (ii)
perform any  obligations  of  Sublandlord  in its  capacity as tenant  under the
Master Lease accruing prior to the Sublease  Commencement Date and (iii) refrain
from taking any action  which  would  constitute  an Event of Default  under the
Master Lease.

         17.  Consent of Landlord  under Master Lease.  This  Sublease  shall be
effective  upon  Landlord,  Sublandlord  and Subtenant  executing and delivering
duplicate  originals  of the Consent to Sublease in the form  annexed  hereto as
Exhibit E.  Notwithstanding  such consent of Landlord  and/or any  acceptance of
rent  by  Landlord  from  Subtenant,   as  between   Landlord  and  Sublandlord,
Sublandlord  shall  remain  fully  liable for the payment all rent due under the
Master Lease and for the  performance of all the covenants,  agreements,  terms,
provisions  and  conditions  contained  in  the  Master  Lease  on the  part  of
Sublandlord to be performed.  Sublandlord  further  agrees that  notwithstanding
this  Sublease,  no other and  further  subletting  of the  Leased  Premises  by
Sublandlord or Subtenant  shall or will be made except upon  compliance with and
subject to the provisions of the Master Lease.

         18.      Mutual Indemnity.

                  A.  Subtenant  shall and hereby  agrees to indemnify  and hold
Sublandlord harmless from and against any loss, damage, cost or expense incurred
by Sublandlord and in any way relating to (i) any injury to persons or damage to
property  occurring in, on or about the Leased  Premises during the term of this
Sublease,  (ii)  any work or  thing  whatsoever  done or  condition  created  by
Subtenant  in,  on or about  the  Leased  Premises  on and  after  the  Sublease
Commencement  Date, (iii) any willful or negligent act or omission of Subtenant,
its agents,  contractors,  employees,  invitees or licensees, during the term of
this  Sublease,  relating  to  Subtenant's  use and/or  occupancy  of the Leased
Premises  or (iv) any  failure by  Subtenant  to  perform or observe  any of the
covenants  and  obligations   required  of  Subtenant  under  this  Sublease  or
Sublandlord under the Master Lease during the term of this Sublease,  including,
but not  limited  to, any  failure by  Subtenant  to pay any bills  rendered  by
Landlord to  Subtenant  for charges  incurred by or imposed upon  Subtenant  for
services rendered and materials supplied to the Leased Premises. Subtenant shall
and hereby agrees to indemnify  and hold Landlord  harmless from and against any
loss,  damage,  cost or expense  incurred by Landlord and in any way relating to
the matters set forth in clauses W through (iv) above;  provided  however,  that
such  indemnity  shall not apply to any  failure by  Sublandlord  to pay rent or
other amounts owing by  Sublandlord  as tenant under the Master Lease during the
term of this  Sublease.  The  provisions  of this Section 18A shall  survive the
expiration or sooner termination of this Sublease.

                  B.  Sublandlord  shall and hereby agrees to indemnify and hold
Subtenant harmless from and against any loss,  damage,  cost or expense incurred
by  Subtenant  and in any way relating to (i) any injury to persons or damage to
property  occurring  in, on or about the Leased  Premises  prior to the Sublease
Commencement  Date, (ii) any work or thing whatsoever done or condition  created
by  Sublandlord  in,  on or about  the  Leased  Premises  prior to the  Sublease
Commencement   Date,   (iii)  any  willful  or  negligent  act  or  omission  of
Sublandlord, its agents, contractors, employees, invitees or licensees, prior to
the  Sublease  Commencement  Date  and  relating  to  Sublandlord's  use  and/or
occupancy of the Leased  Premises or (iv) any failure by  Sublandlord to perform
or observe any of the covenants and  obligations  required of Sublandlord  under
this  Sublease or in its  capacity as tenant under the Master Lease prior to the
Sublease  Commencement  Date.  Notwithstanding  the foregoing,  the indemnity of
Sublandlord  set forth in this  Section  18B(i)  and (ii) shall not apply to any
loss,  damage,  cost' or expense  incurred by  Subtenant  and arising out of any
tenant  improvement  work or other activity of Subtenant in the Leased  Premises
prior to the Sublease  Commencement  Date (without implying a right of Subtenant
to enter the Leased Premises prior to the Sublease Commencement Date).

          19. Insurance.  Subtenant agrees that Sublandlord shall be named as an
additional  insured  on  all  insurance  policies  required  to be  obtained  by
Subtenant  by  reference  to  the  Master  Lease.  Subtenant  shall  furnish  to
Sublandlord  certificates  evidencing the aforesaid  insurance coverage at least
thirty  (30) days prior to the  Sublease  Commencement  Date and the  expiration
dates of such policies.  All insurance policies required of Subtenant  hereunder
shall  provide that  Sublandlord  will be given at least thirty (30) days' prior
written notice of any cancellation or material change in the policy.

         20. Notices. All notices or other communications  hereunder shall be in
writing  and  shall  be  deemed  duly  given if  delivered  (a) by hand or (b) a
recognized  overnight delivery service (i) if to Sublandlord,  Coopers & Lybrand
L.L.P.,  Attention:  Manager,  National Real Estate and Planning, One Canterbury
Green,  Stamford,  Connecticut  06904; and (ii) if to Subtenant,  to 1530 Wilson
Boulevard,  Arlington,  Virginia 22209,  unless notice of a change of address is
given  pursuant  to the  provisions  of this  Section  20.  Any  notice  sent in
compliance with this Section 20 shall be deemed given on the date of delivery in
the case of  hand-delivery,  or on the next  business day in the case of Express
Mail or a recognized overnight delivery service.

         21.  Liability  of  Sublandlord.   Sublandlord  hereby  represents  and
Subtenant acknowledges that Sublandlord is a partnership registered as a limited
liability partnership in the State of Delaware.  Subtenant agrees that Subtenant
shall not seek personal judgment  against,  or levy upon the assets of, any then
currently  active,  retired,   withdrawn,   deceased  or  dismissed  partner  of
Sublandlord, nor against or upon the assets of any such partner's spouse, family
or estate,  nor against or upon the assets of any  partners  who are  thereafter
admitted to Sublandlord  (all of the foregoing  being  collectively  referred to
herein as the  "Parties"),  for any amounts due or which may become due under or
by reason of this Sublease,  or for the performance of any of the obligations of
Sublandlord under this Sublease, and that Subtenant shall be entitled to proceed
only against  Sublandlord  and the assets of Sublandlord for any such amounts or
for the  performance  of any such  obligations.  Subtenant  agrees  that for the
purposes of the  foregoing,  the assets of  Sublandlord  shall not include W any
negative capital accounts which may from time to time exist in Sublandlord, (ii)
any  obligation  of any of the  Parties to  contribute  capital to  Sublandlord,
pursuant to the partnership agreement or otherwise, or (iii) any right which the
Sublandlord  or any trustee or similar  person may  otherwise  have on behalf of
Sublandlord to require  contribution from any of the Parties to satisfy debts of
Sublandlord in any bankruptcy,  reorganization or similar  proceeding  involving
Sublandlord. In furtherance of the foregoing,  Subtenant hereby waives any right
it may have to seek use and  occupancy  charges  from any of the  Parties in the
event that this Sublease is rejected by a trustee or debtor-in-possession in any
bankruptcy, reorganization or similar proceeding involving Sublandlord.




         22. Sublease Profit.  If and to the extent there is any Sublease Profit
arising out of this Sublease,  Subtenant shall have no liability for the payment
of the same,  but the existence or  non-existence  of any Sublease  Profit shall
have no effect on the  obligation  of  Subtenant  to pay the full amount of Base
Rent or other amounts payable by Subtenant hereunder.

         23.  Building  Directory.  Subtenant shall be entitled to have its name
listed in the  Building  directory  to the same extent as  Sublandlord  would be
entitled to such a listing under the provisions of the Master Lease.

         24. Entire  Agreement.  This Sublease  contains and embodies the entire
agreement  of  the  parties  hereto,  and  no  representations,  inducements  or
agreements,  oral or  otherwise,  between  the  parties  not  contained  in this
Sublease  shall be of any force or effect.  This  Sublease  may not be modified,
changed  or  terminated  in  whole  or in part in any  manner  other  than by an
agreement in writing duly signed by Sublandlord, Landlord, and Subtenant.

     25.  Applicable  Law.  This  Sublease  shall be governed by the laws of the
     Commonwealth of Virginia.
         26. Successors and Assigns. This Sublease shall be binding on and inure
to the benefit of the parties hereto and their successors and permitted assigns,
subject to the  restrictions  on assignment  contained  herein and in the Master
Lease.

         27.  Affiliate.  For  purposes  of this  Sublease,  an  "Affiliate"  of
Subtenant means a party controlling,  controlled by or under common control with
Subtenant. "Control" means, in the case of a corporation, ownership of more than
50k  of the  outstanding  stock  of  the  corporation,  and  in  the  case  of a
partnership,  limited  partnership or other non-corporate  entity,  ownership of
more than 50% of the beneficial interests in such entity.

         IN WITNESS  WHEREOF,  Sublandlord  and  Subtenant  have  executed  this
Sublease on the date first above-written.

                                  Sublandlord:

                            COOPERS & LYBRAND L.L.P.



                              By: /s/ Albert Thiess
                Partner and National Director for Infrastructure

                                   Subtenant:

                               HAGLER BAILLY, INC.

                           By: /s/ Alain M. Streicher
                             Chief Operating Officer