<PAGE>

EX-10.1
First Amendment to Credit Agreement

                       FIRST AMENDMENT TO CREDIT AGREEMENT

     This FIRST AMENDMENT TO CREDIT AGREEMENT  ("Amendment") is made and entered
into effective as of August 29, 2001, by and between OAO  TECHNOLOGY  SOLUTIONS,
INC., a Delaware corporation (the "Company"),  O.A.O. SYSTEMS, INC., an Illinois
corporation  ("OAO  Systems"),  OAO  SERVICES,  INC.,  a  District  of  Columbia
corporation ("OAO Services"),  OAO CANADA LIMITED, a company organized under the
law of New Brunswick, Canada ("OAO Canada"), CANADIAN RESOURCE MANAGEMENT, LTD.,
a  company  organized  under the laws of  British  Columbia,  Canada  ("Canadian
Resource  Management"),  CANADIAN NETWORK  RESOURCES,  LTD., a company organized
under  the  laws  of  New  Brunswick,  Canada  ("Canadian  Network  Resources"),
ENTERPRISE   TECHNOLOGY  GROUP,  INC.,  a  Delaware   corporation   ("Enterprise
Technology"),  OAO HEALTHCARE  SOLUTIONS,  INC., a California  corporation ("OAO
Healthcare   Solutions"),   OAO/ICOR  UK  LTD.,  a  United  Kingdom  corporation
("OAO/ICOR UK") and OAO TRANSITION,  LLC, a Delaware limited  liability  company
("Transition LLC"), OAO HEALTH SERVICES PROCESSING, INC., a Delaware corporation
("OAO Health Services"),  OAO TECHNOLOGY  SOLUTIONS EUROPE,  B.V., a Netherlands
corporation ("OAO Europe-BV"),  OAO TECHNOLOGY SOLUTIONS ITALIA SRL., an Italian
corporation ("OAO Italia") (the Company, OAO Systems, OAO Services,  OAO Canada,
Canadian Resource Management, Canadian Network Resources, Enterprise Technology,
OAO Healthcare Solutions,  OAO/ICOR UK, Transition LLC, OAO Health Services, OAO
Europe-BV  and OAO Italia are each a "Borrower"  and together the  "Borrowers"),
each of the  lending  entities  which is a party  hereto  (as  evidenced  by the
signature pages of this Agreement) or which may from time to time become a party
hereto  as a lender  or any  successor  or  assignee  thereof  (individually,  a
"Lender"  and,  collectively,  the  "Lenders"),  and BANK OF  AMERICA,  N.A.,  a
national  banking  association,  successor in interest to NationsBank,  N.A., as
Administrative  Agent  for  itself  and the  other  Lenders  (in such  capacity,
together with its successors in such capacity, the "Administrative Agent").

                                    RECITALS:

     A. Pursuant to that certain Credit  Agreement dated as of June 30, 1999, by
and among the Borrowers (except for Transition LLC) and the Lenders (as amended,
the "Credit Agreement"), the Lenders agreed to make available to the Borrowers a
revolving  line of credit  for loans and  letters  of credit in an amount not to
exceed  $15,000,000  and to make term loans to the  Borrowers  in the  aggregate
principal  amount of  $20,000,000  and which  extensions of credit the Borrowers
intended to use for working  capital needs and general  business  purposes.  All
capitalized  terms used in this Amendment and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.

     B. In  connection  with the  acquisition  of  certain  assets of  Quadramed
Corporation and its affiliates used to conduct its "EZ-CAP"  software  business,
the Borrowers  have  selected to have the  availability  of the Revolving  Loans
subject to the Borrowing Base in accordance with subparagraph (c) of Section 2.1
of the Credit Agreement,  and have requested that the  Administrative  Agent and
the Lenders add  Transition  LLC, OAO Health  Services,  OAO  Europe-BV  and OAO
Italia  as  Borrowers,  revise  certain  provisions  of the  Loan  Documents  in
connection with the credit facilities  contemplated by the parties to be subject
to the Credit Agreement,  and for certain other purposes,  and the Borrowers and
the Administrative  Agent and the Lenders have agreed,  subject to the terms and
conditions  of this  Amendment,  to so amend the Credit  Agreement  and the Loan
Documents.

                                   AGREEMENTS:

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements contained herein and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

     1. Terms Defined.  Unless  otherwise  defined or stated in this  Amendment,
each  capitalized term used in this Amendment has the meaning given to such term
in the Credit Agreement (as amended by this Amendment).

<PAGE>

     2.  Amendments.  The Credit  Agreement  and the other Loan  Documents  are,
effective as of the date hereof,  and subject to the  satisfaction  of the terms
and conditions set forth herein, hereby amended as follows:

     (a) The following  terms and  definitions  set forth in Section 1.1. of the
Credit  Agreement are hereby  amended and restated to read in their  entirety as
follows:

     "Applicable  Commitment Fee Rate" means, for the period commencing with the
Closing  Date and  thereafter,  the rate per annum set forth in the table  below
that  corresponds  to the ratio of (i) Total Debt as of the date of the relevant
financial  statements  referred  to below  to (ii)  EBITDA  for the four  fiscal
quarters of the Company and its Subsidiaries  then most recently ended as of the
date of such financial statements, calculated in accordance with Section 1.4:

                                     Applicable
Total Debt to                      Commitment Fee
EBITDA Ratio                            Rate
-----------------------------------------------------
*  Less than or equal to
2.0 to 1.0                             0.375%

*  Greater  than   2.0 to 1.0          0.500%
-----------------------------------------------------

The Applicable  Commitment Fee Rate shall be calculated on each Calculation Date
in arrears based upon the preceding table and the financial statements delivered
by the Borrowers pursuant to Section 8.1(b) and the certificate delivered by the
Borrowers  pursuant to Section  8.1(j)  (which may be  delivered  by  telecopy);
provided, that if the Borrowers fail to deliver to the Administrative Agent such
financial  statements or certificate on or before the relevant Calculation Date,
the  Applicable  Commitment  Fee  Rate  shall  be  deemed  to be the  percentage
reflected  in the  preceding  table as if the ratio of Total Debt to EBITDA were
greater  than 2.0 to 1.0 until  the date such  statements  and  certificate  are
received by the Lender, after which the Applicable  Commitment Fee Rate shall be
determined as otherwise provided herein

     "Applicable  Margin" means, for the period commencing with the Closing Date
and  thereafter,  the rate set forth in the table below that  corresponds to the
ratio of (i)  Total  Debt as of the date of the  relevant  financial  statements
referred to below to (ii) EBITDA for the four fiscal quarters of the Company and
its  Subsidiaries  then  most  recently  ended as of the date of such  financial
statements, calculated in accordance with Section 1.4:

---------------------------------------------------------------------------
                               Applicable Margin    Applicable Margin for
                                for LIBOR Loans        Base Rate Loans
                              ---------------------------------------------
                               Revolver and Term    Revolver and Term Loan
       Total Debt to                  Loan
       EBITDA Ratio
---------------------------------------------------------------------------

*  Less than or equal to             200 bps                  50 bps
2.0 to 1.0

*  Less than or equal to
2.5 to 1.0 but greater               240 bps                  90 bps
than 2.0 to 1.0

*  Less than or equal to
3.0 to 1.0 but greater               275 bps                 125 bps
than 2.5 to 1.0
---------------------------------------------------------------------------

The Applicable  Margin shall be calculated on each  Calculation  Date based upon
the  preceding  table and the  financial  statements  delivered by the Borrowers
pursuant  to  Section  8.1(b) and the  certificate  delivered  by the  Borrowers
pursuant to Section 8.1(j) (which may be delivered by telecopy);  provided, that
if the  Borrowers  fail to deliver to the

<PAGE>

Administrative  Agent such financial  statements or certificate on or before the
relevant  Calculation  Date,  the  Applicable  Margin  shall be deemed to be the
percentage  reflected  in the  preceding  table as if the ratio of Total Debt to
EBITDA  were  greater  than  2.50 to 1.00  until the date  such  statements  and
certificate are received by the Lender,  after which the Applicable Margin shall
be determined as otherwise provided herein.

     "Borrowing  Base" means, at any date of  determination,  an amount equal to
the sum of (a) 85% of Eligible  Receivables  plus (b) 50% of  Eligible  Unbilled
Receivables;   provided,  however,  that  Revolving  Loans  outstanding  against
Eligible  Unbilled  Receivables shall at no time exceed  $3,500,000,  less (c) a
$2,000,000 reserve  associated with concentration  risks relating to the IBM and
Compaq contracts,  as those terms are understood  between the parties,  less (d)
Letters of Credit issued,  it being  understood  that that such  percentages are
subject to the results of the Field  Examinations  performed  by the Lender from
time to time.

     "Closing  Date" means,  with respect to matters  anticipated to occur on or
after August 29,  2001,  August 29, 2001,  the date of this  Amendment.  For all
other  matters,  "Closing  Date"  means  June 29,  1999,  the date of the Credit
Agreement.

     "EBITDA" means, as to the Company and its  Consolidated  Subsidiaries  (and
all approved acquisitions) and for any period,  without duplication,  the sum of
the  following  for such Persons for such period  determined  on a  consolidated
basis in  accordance  with GAAP:  (a) Adjusted Net Income plus (b)  Consolidated
Interest  Expense plus (c) income and franchise  taxes to the extent deducted in
determining  Adjusted Net Income, plus (d) depreciation and amortization expense
and other non-cash, non-tax items to the extent deducted in determining Adjusted
Net Income, minus (e) non-cash income and charges, except for the non-cash write
down of accounts receivable and software licenses incurred in the fiscal quarter
ended June 30, 2001 (the June 30,  2001  non-cash  charges  will not be excluded
from  EBITDA),  minus (f) earn out  payments  minus (g) cash taxes to the extent
included in  determining  Adjusted  Net Income  minus (h)  non-financed  capital
expenditures.

     "Obligations"   means  any  and  all  (a)  indebtedness,   liabilities  and
obligations of the Borrowers or any other Loan Party to the Administrative Agent
and the Lenders, or any of them,  evidenced by and/or arising pursuant to any of
the Loan Documents (including, without limitation, this Agreement, the Letter of
Credit  Agreement  and the Notes),  now existing or hereafter  arising,  whether
direct,   indirect,   related,   unrelated,   fixed,   contingent,   liquidated,
unliquidated,   joint,  several  or  joint  and  several,   including,   without
limitation,  (i) the  obligations  of the  Borrowers  or any other Loan Party to
repay the Loans, to pay the  Reimbursement  Obligations,  to pay interest on the
Loans  (including,  without  limitation,  interest  accruing  after any, if any,
bankruptcy,  insolvency,  reorganization or other similar filing) and to pay all
fees,  indemnities,  costs and expenses (including attorneys' fees) provided for
in the Loan Documents;  (ii) the  indebtedness  constituting  the Loans and such
interest,  fees,  indemnities,  and  reasonable  costs  and  expenses,  and  (b)
indebtedness,  liabilities  and  obligations  of the Borrowers or any other Loan
Party under any and all Interest Rate  Protection  Agreements  that it may enter
into with any Lender with the written  consent of the  Administrative  Agent and
the Required Lenders; and (iii) the indebtedness owed under any Swap Contract or
any   document,   instrument   or  agreement   between  the  Borrowers  and  the
Administrative  Agent and the Lenders,  or any of them,  now existing or entered
into in the future, relating to an interest rate swap transaction,  forward rate
transaction,  interest  rate  cap,  floor or  collar  transaction,  any  similar
transaction,  any option to enter into any of the foregoing, and any combination
of the foregoing, which agreement may be oral or in writing, including,  without
limitation,  any master  agreement  relating to or  governing  any or all of the
foregoing and any related schedule or confirmation, each as amended from time to
time.

     "Revolving    Loans    Maturity    Date"   means    September   30,   2003.

     "Term Loans  Facility  Share" means,  in the  aggregate,  no more than Nine
Million Dollars ($9,000,000),  and, as to any Lender, the pro rata share of such
Lender in Term Loans  made or  continued  hereunder  in an  aggregate  principal
amount up to but not exceeding the amount,  if any, set forth  opposite the name
of such Lender on the  signature  pages  hereto  under the  heading  "Term Loans
Facility  Share" or, if such Lender is a party to an Assignment and  Acceptance,
the  amount of the "Term  Loans  Facility  Share"  set forth in the most  recent
Assignment  and  Acceptance  of such  Lender,  as the  same  may be  reduced  or
terminated  pursuant to Section 2.13 or 11.2, and "Term Loans  Facility  Shares"
means such obligations of all Lenders;  provided,  however,  that the Term Loans
Facility  Shares  shall  automatically  be  reduced  to zero on the  Term  Loans
Facility Termination Date.

     "Term Loans Maturity Date" means September 30, 2006.

<PAGE>

     "Type"  means any type of  variable  rate Loan  (i.e.,  a Base Rate Loan or
LIBOR Loan).

     (b) The  following  new terms are  hereby  added to  Subsection  1.1 of the
Credit Agreement in appropriate alphabetical order:

     "Excess Cash Flow" means,  for each fiscal year end beginning  December 31,
2002, the sum of (i) EBITDA minus (ii) the sum of (A) Interest Expense, (B) cash
taxes paid (or dividends required to cover tax obligations of shareholders), (C)
scheduled current maturities of Funded Debt, (D) cash Capital Expenditures,  (F)
optional prepayments of Debt, and (G) any "earn-out" payments."

     "Interest  Period" means, as to any LIBOR Rate Loan, the period  commencing
on the Funding Date of such Loan or on the Conversion/Continuation Date on which
the Loan is converted  into or continued as a LIBOR Rate Loan, and ending on the
date one,  two, or three  months  thereafter  as selected by the  Borrowers in a
Notice of Borrowing, Continuation or Conversion; provided that:

           (i) if any Interest Period would otherwise end on a day that is not a
Business Day, that Interest  Period shall be extended to the following  Business
Day unless the result of such extension  would be to carry such Interest  Period
into another  calendar  month,  in which event such Interest Period shall end on
the preceding Business Day;

           (ii) any Interest Period  pertaining to a LIBOR Rate Loan that begins
on the last Business Day of a calendar  month (or on a day for which there is no
numerically  corresponding day in the calendar month at the end of such Interest
Period) shall end on the last  Business Day of the calendar  month at the end of
such Interest Period; and

           (iii) no Interest  Period shall extend beyond the Stated  Termination
Date.

     "LIBOR Interest Payment Date" means, with respect to a LIBOR Rate Loan, the
next Business Day following the last day of each calendar month and the last day
of each Interest Period applicable to such Loan.

     "LIBOR Rate" means,  for any  Interest  Period,  with respect to LIBOR Rate
Loans,  the rate of interest  per annum  determined  pursuant  to the  following
formula:

          LIBOR Rate  =                    Offshore Base Rate
                         ------------------------------------------------------
                         1.00     -        Reserve Percentage

          Where,

               "Offshore  Base  Rate"  means  the rate per  annum  appearing  on
          Telerate  Page 3750 (or any  successor  page) as the London  interbank
          offered  rate for  deposits  in  Dollars at  approximately  11:00 a.m.
          (London  time)  two  Business  Days  prior  to the  first  day of such
          Interest  Period  for a  term  comparable  to  such  Interest  Period.
          Telerate Page 3750 means the British Bankers  Association  Libor Rates
          (determined  as of 11:00 a.m.  London time) that are  published by Dow
          Jones Telerate, Inc. If for any reason such rate is not available, the
          Offshore  Base Rate shall be, for any  Interest  Period,  the rate per
          annum  appearing on Reuters  Screen LIBO Page as the London  interbank
          offered  rate for  deposits  in  Dollars at  approximately  11:00 a.m.
          (London  time)  two  Business  Days  prior  to the  first  day of such
          Interest  Period  for a  term  comparable  to  such  Interest  Period;
          provided,  however,  if more  than one rate is  specified  on  Reuters
          Screen LIBO Page, the applicable  rate shall be the arithmetic mean of
          all such  rates.  If for any  reason  none of the  foregoing  rates is
          available,  the Offshore Base Rate shall be, for any Interest  Period,
          the rate per  annum  determined  by Agent as the rate of  interest  at
          which dollar deposits in the approximate amount of the LIBOR Rate Loan
          comprising  part of such  Borrowing  would be offered  by the  Agent's
          London Branch to major banks in the offshore dollar market at

<PAGE>

          their  request at or about 11:00 a.m.  (London time) two Business Days
          prior to the first day of such Interest  Period for a term  comparable
          to such Interest Period; and

               "Reserve  Percentage"  means,  for any day  during  any  Interest
          Period,  the total of the maximum reserve  percentages for determining
          the reserves to be maintained  by member banks of the Federal  Reserve
          System for  Eurocurrency  Liabilities,  as defined in Federal  Reserve
          Board  Regulation  D,  rounded  upward to the next  1/100th of 1%. The
          percentage will be expressed as a decimal and will include, but not be
          limited  to,  marginal,  emergency,  supplemental,  special  and other
          reserve percentages.

     "LIBOR Rate Loans" means,  collectively,  the LIBOR Revolving Loans and the
LIBOR Term Loans.

     "LIBOR  Revolving  Loans" means a Revolving Loan during any period in which
it bears interest based on the LIBOR Rate.

     "LIBOR  Term  Loans"  means any portion of a Term Loan during any period in
which such portion bears interest based on the LIBOR Rate.

     "Purchase  Agreement"  means the  agreement  governing the  acquisition  of
certain assets of Quadramed  Corporation and Quadramed Operating Corporation and
all schedules and exhibits thereto.

     "Stated  Termination  Date"  means  the  later of (a) the  Revolving  Loans
Maturity Date or (b) the date upon which the final  installment  of principal is
due under the Term Loans.

     "Swap  Contract"  means " any  document,  instrument  or agreement  between
Debtor and Secured  Party or any  affiliate  of Secured  Party,  now existing or
entered  into in the  future,  relating to an  interest  rate swap  transaction,
forward rate transaction,  interest rate cap, floor or collar  transaction,  any
similar  transaction,  any  option to enter into any of the  foregoing,  and any
combination  of the  foregoing,  which  agreement  may be  oral  or in  writing,
including, without limitation, any master agreement relating to or governing any
or all of the  foregoing  and any  related  schedule  or  confirmation,  each as
amended from time to time.

     "Total Debt" means all Funded Debt of the Borrowers.

     (c) Subsection (d) of Section 2.1, entitled "Continuation and Conversion of
Loans" of the Credit  Agreement is replaced in its entirety  with the  following
provision:

         (d) Continuation and  Conversion  of  Loans.  Subject  to the terms and
conditions  of this  Agreement,  the Borrowers may borrow the Loans as Base Rate
Loans or LIBOR Loans and, until the Revolving Loans Maturity Date, the Borrowers
may  Continue  LIBOR Loans or Convert  Loans of one Type into Loans of the other
Type.

     (d)  Subsection (b) of Section 2.3,  entitled  "Repayment of Term Loans" of
the Credit Agreement is replaced in its entirety with the following provision:

<PAGE>

     (b) Repayment of Term Loans. The Borrowers shall pay to the  Administrative
Agent,  for the account of each Term Loans Lender,  the principal of each of the
Term  Loans  outstanding  at any time on or after  the Term  Loans  Amortization
Commencement  Date for such  Term Loan  (and the  principal  of each of the Term
Loans  outstanding  at  any  time  on  or  after  the  Term  Loans  Amortization
Commencement  Date for such Term Loan  shall be due and  payable)  in sixty (60)
monthly  installments,  commencing  on the first  Monthly Date after the Closing
Date, and continuing on each Monthly Date  thereafter  through and including the
Term Loans Maturity Date for such Term Loan, each of which installments shall be
in an amount  equal to 1.667% of the  principal  amount of such Term Loan on the
Closing Date. In addition,  the Borrowers shall pay to the Administrative  Agent
for the account of each Term Loans Lender all outstanding  principal of the Term
Loans (and all outstanding principal of the Term Loans shall be due and payable)
on the Term Loans Maturity Date for such Term Loan.

     (e) Subsection (a) of Section 2.4, entitled "Revolving Loans Interest Rate"
of  the  Credit  Agreement  is  replaced  in its  entirety  with  the  following
provision:

         (a) Revolving Loans  Interest  Rate.  The  Borrowers  shall  pay to the
Administrative  Agent for the  account  of each  Lender  interest  on the unpaid
principal  amount of each  Revolving Loan made by such Lender (or deemed made by
such Lender with respect to a Revolving  Loan  assigned to such Lender after the
making of such Revolving Loan) to the Borrowers for the period commencing on the
date of such  Revolving  Loan to, but  excluding,  the date such  Revolving Loan
shall be paid in full, at the following rates per annum:

          (i) during the periods such  Revolving  Loan is a Base Rate Loan,  the
     lesser of (A) the Base Rate plus the  Applicable  Margin or (B) the Maximum
     Rate; and

          (ii)  during the periods  such  Revolving  Loan is a LIBOR  Loan,  the
     lesser of the  Adjusted  LIBOR Rate plus the  Applicable  Margin or (B) the
     Maximum Rate;

     (f) Subsection  (b) of Section 2.4,  entitled "Term Loans Interest Rate" of
the Credit Agreement is replaced in its entirety with the following provision:

         (b) Term Loans  Interest   Rate.   The  Borrowers   shall  pay  to  the
Administrative  Agent for the  account  of each  Lender  interest  on the unpaid
principal  amount of each Term Loan made by such  Lender (or deemed made by such
Lender with  respect to a Term Loan  assigned to such Lender after the making of
such Term Loan) to the Borrowers, at the following rates per annum:

          (i) during the periods such Term Loan is a Base Rate Loan,  the lesser
     of (A) the Base Rate plus the  Applicable  Margin or (B) the Maximum  Rate;
     and

          (ii) during the periods such Term Loan is a LIBOR Loan,  the lesser of
     (A) the Adjusted LIBOR Rate plus the  Applicable  Margin or (B) the Maximum
     Rate;

     (g) Subsection (c) of Section 2.4,  entitled  "Payment Dates" of the Credit
Agreement is replaced in its entirety with the following provision:

         (c) Payment  Dates.  Accrued  interest  on  the  Loans shall be due and
payable as follows:

         (i) in  the case of Base Rate  Loans and each  LIBOR  Loan not having a
     designated Interest Period, on each Monthly Date;

<PAGE>

          (ii) in the  case of each  LIBOR  Loan  having a  designated  Interest
     Period , on the last day of the Interest  Period with respect  thereto and,
     in the case of an Interest Period greater than three months, at three-month
     intervals after the first day of such Interest Period;

          (iii) upon the payment or prepayment  (whether  mandatory or optional)
     of any such Loan or the  Conversion of any such Loan to a Loan of the other
     Type (but only on the principal amount so paid, prepaid or Converted); and

          (iv) with respect to each Term Loan,  on the Term Loans  Maturity Date
     for such  Term  Loan and,  with  respect  to the  Revolving  Loans,  on the
     Revolving Loans Maturity Date.

     (h)  Section  2.6,   entitled   "Optional   Prepayments,   Conversions  and
Continuations of Loans" of the Credit Agreement is replaced in its entirety with
the following provision:

     Section 2.6 Optional  Prepayments,  Conversions and Continuations of Loans.
Subject to Section 2.7, the Borrowers  shall have the right from time to time to
prepay the Loans in whole or in part,  to  Convert  all or part of a Loan of one
Type into a Loan of another Type or to Continue LIBOR Loans;  provided that: (a)
the  Borrowers  shall  give  the  Administrative   Agent  notice  of  each  such
prepayment,  Conversion  or  Continuation  as provided in Section 2.9, (b) LIBOR
Loans  having a designated  Interest  Period may be Converted on the last day of
the  Interest  Period and any  prepayment  of LIBOR  Loans  having a  designated
Interest  Period on any day other than the last day of the Interest Period shall
be subject to payment of the additional  compensation  specified in Section 4.5,
(c) except for  Conversions of LIBOR Loans into Base Rate Loans,  no Conversions
or  Continuations  shall be made while a Default has occurred and is continuing,
and (d)  optional  prepayments  of the  Loans  shall  be  applied  first  to the
principal  of the Term  Loans in the  inverse  order of  maturities  of the then
remaining  installments  of such Term Loans  (until such Loans are paid in full)
and then to the principal of the Revolving Loans.  Except for prepayments of the
Revolving Loans which may be reborrowed in accordance  with this  Agreement,  no
amounts prepaid pursuant to this Section 2.6 may be reborrowed.

     (i) Subsection (c) of Section 2.7, entitled "Mandatory  Prepayments" of the
Credit Agreement is replaced in its entirety with the following provision:

         (c) Proceeds of Equity Issuance/Excess Cash Flow. The Borrowers  shall,
within five Business  Days after the Company  receives  proceeds  after the date
hereof  from any  Equity  Issuance,  prepay  the Loans in the  amount of the Net
Proceeds of such Equity Issuance.  Similarly,  the Borrowers shall, on an annual
basis, for the year ending December 31, 2002,  prepay the Loans in the amount of
fifty percent (50%) of Excess Cash Flow.

     (j) Subsection (c) of Section 2.8, entitled "Minimum Amounts" of the Credit
Agreement is replaced in its entirety with the following provision:

     Section  2.8  Minimum  Amounts.  Except  for  Conversions  and  prepayments
pursuant to Section 2.7 and Article 4, each borrowing,  each Conversion and each
optional  prepayment  of  principal  of the Loans shall be in an amount at least
equal to  $250,000  or an  integral  multiple  of  $100,000  in  excess  thereof
(borrowings,  prepayments or Conversions of or into Loans of different Types or,
in the case of LIBOR Loans,  having different  Interest Periods at the same time
hereunder shall be deemed separate  borrowings,  prepayments and Conversions for
purposes of the foregoing, one for each Type or Interest Period).

     (k) Subsection (c) of Section 2.9, entitled "Certain Notices" of the Credit
Agreement is amended to replace all  references to the term  "Eurodollar  Loans"
with the term "LIBOR Loans."

<PAGE>

     (l) Subsection (b) of Section 2.11, entitled "Fees" of the Credit Agreement
is amended to increase the annual administrative fee from $7,500 to $15,000.

     (m)  Subsection (a)  of Section 2.14,  entitled  "Letters of Credit" of the
Credit Agreement is replaced in its entirety with the following provision:

          (a) Subject  to  the  terms  and  conditions  of  this Agreement,  the
Borrowers may utilize the  Revolving  Loans  Commitment  by requesting  that the
Issuing Bank issue Letters of Credit;  provided,  that the  aggregate  amount of
outstanding   Letter  of  Credit  Liabilities  shall  not  at  any  time  exceed
$2,000,000.

     (n) All references to the terms "Eurodollar,"  "Eurodollar Rate," "Adjusted
Eurodollar  Rate," and "Eurodollar  Loans" in Article 4 of the Credit  Agreement
shall be replaced with the terms "LIBOR,"  "LIBOR Rate,"  "Adjusted LIBOR Rate,"
and  "LIBOR  Loans,"  respectively,  to the  extent  applicable.  The  following
additional provisions are added to Article 4 of the Credit Agreement and, if any
inconsistencies  exist between the Credit Agreement and the following additional
paragraphs, the Administrative Agent, in its sole and absolute discretion, shall
decide which provisions shall control:

     4.8 Basis for Determining  LIBOR Rate Inadequate or Unfair. If with respect
to any Interest Period:

     (a) deposits in Dollars (in the  applicable  amounts) are not being offered
to the Lender in the relevant  market for such  Interest  Period,  or the Lender
otherwise  reasonably  determines  (which  determination  shall be  binding  and
conclusive  on the  Borrowers)  that by reason of  circumstances  affecting  the
London  interLender  market  adequate  and  reasonable  means do not  exist  for
ascertaining the applicable LIBOR Rate; or

     (b)  the  Lender  reasonably  determines  that  the  LIBOR  Rate  will  not
adequately  and fairly  reflect the cost to the Lender of making or  maintaining
the Loans for such Interest  Period,  or that the making or  maintaining  of the
Loans has become  impracticable as a result of an event occurring after the date
of this  Agreement  which in the  opinion of the Lender  materially  affects the
Loans;  then the Lender shall promptly  notify the Borrowers in writing  thereof
and the Lender and the Borrowers shall attempt to agree upon an alternative rate
that would otherwise compensate the Lender for the cost of making or maintaining
the Loans. In the event the parties cannot agree on an alternative  rate,  then,
within sixty (60) days  thereafter,  the Borrowers shall either:  (a) prepay the
Loans,  together with all accrued interest  thereon,  Breakage Fees, if any, and
all other sums due hereunder;  or (b) request the Lender to convert the interest
rate  applicable  to the  Loans  from a rate  based  on the  LIBOR  Rate  to the
Prime-Based Rate effective on the last day of the current  Interest Period.  The
Lender shall agree to modify the terms of the Notes reflecting the change in the
applicable  interest  rate so long as no  Default  or Event of  Default  has the
occurred.

     4.9 Changes in Law Rendering Maintenance of the Loans Unlawful, etc. In the
event that any change in (including the adoption of any new)  applicable laws or
regulations,  or  any  change  in  the  interpretation  of  applicable  laws  or
regulations by any governmental authority,  central Lender or comparable agency
charged with the

<PAGE>

administration  thereof,  should  make it  unlawful  for the  Lender  to make or
maintain the Loans,  then the Lender shall promptly notify the Borrowers of such
change and the Lender and the Borrowers  shall attempt to restructure  the Loans
on terms on which  the  Lender  could  make or  maintain  the  Loans  and  which
preserves and maintains the Lender's  anticipated rate of return.  The Borrowers
shall be responsible for all  out-of-pocket  costs and expenses  incurred by the
Lender in  connection  with such  restructuring  and  relating  to any  required
modifications to the Loan Documents. If, however, the parties cannot agree or if
the Loans  cannot be  restructured  on a basis on which the Lender could make or
maintain the Loans, then, within sixty (60) days thereafter, the Borrowers shall
prepay the Loans, together with all accrued interest thereon,  Breakage Fees, if
any, and all other sums due hereunder.

     4.10 Funding  Losses.  The Borrowers  hereby agrees that upon demand by the
Lender (which demand shall be accompanied by a statement setting forth the basis
for the  calculations  of the amount  claimed) the Borrowers  will indemnify the
Lender  against  any  net  loss  or  out-of-pocket  expense  (collectively,  the
"Breakage  Fees")  which the Lender may  sustain  or incur  (including,  without
limitation,  any net loss or expense  incurred by reason of the  liquidation  or
re-employment  of  deposits  or other  funds  acquired  by the Lender to fund or
maintain the Loans), as reasonably  determined by the Lender, as a result of any
prepayment  of any  amounts  due  under the  Notes  other  than at the end of an
Interest Period.

     4.11  Discretion  of Lender as to Manner of  Funding.  Notwithstanding  any
provision  of this  Agreement to the  contrary,  the Lender shall be entitled to
fund and  maintain  its funding of all or any part of the Loans in any matter it
sees fit.

     4.12 Conclusiveness of Statements;  Survival of Provisions.  Determinations
and statements  issued by the Lender pursuant to the provisions  hereof shall be
conclusive absent  demonstrable  error. The Lender may use reasonable  averaging
and attribution methods in determining  compensation under this Section, and the
provisions of such Section shall survive repayment of the Loans, cancellation of
the Notes and any termination of this Agreement.

     (o) The Credit Agreement is amended to add the following new section 2.16:

     Section 2.16 Foreign Exchange Trades and Interest Rate Hedges.

     (a)  Subject  to the terms and  conditions  of the  Credit  Agreement,  the
Borrowers may utilize the Revolving Loans Commitment by requesting  advances for
foreign exchange trades and interest rate hedges;  provided,  that the aggregate
amount of outstanding  foreign  exchange trades (for all Borrowers) shall not at
any time exceed  $1,500,000 and the aggregate amount credit exposure  associated
with  interest  rate  hedges  (for all  Borrowers)  shall not at any time exceed
$500,000.

     (b) The Borrowers assume all risks of the acts or omissions with respect to
its use of such credit facilities.  Neither the Administrative Agent, the Lender
nor any of their respective  officers or directors shall have any responsibility
or liability to the Borrowers or any other Person in such regard.

<PAGE>

     (p)  Section  10.1.  of the  Credit  Agreement  is  amended  to read in its
entirely as follows:

     Section  10.1  Minimum  Net  Worth.   The  Company  and  its   Consolidated
Subsidiaries will at all times maintain Net Worth in an amount equal to not less
than the sum of (a)  $35,000,000  at  September  30,  2001  plus (b) 75% of each
quarter's  Net Income,  if positive  (with no reduction  for  losses),  for each
fiscal quarter  beginning with the fiscal quarter ending  December 31, 2001 plus
(c) 100% of all Net  Proceeds of each Equity  Issuance  which  occurs  after the
Closing  Date. In addition,  for purposes of this Section 10.1,  the Company may
add back certain  charges  deducted in  accordance  with GAAP to  determine  Net
Worth,  including  charges  related to  research  and  development  in  process,
goodwill,  equity adjustments relative to comprehensive  income, such as foreign
exchange translation effect and deferred  compensation arising from the issuance
of stock options to employees.  Certain other non-recurring  charges deducted in
accordance  with GAAP to determine  Net Worth may, with the prior consent of the
Required  Lenders  deliverable  in  their  sole  discretion,  be  added  back to
determine Net Worth.

     (q) Section 10.2 of the Credit Agreement is amended to read in its entirely
as follows:

     Section 10.2 Fixed Charge Coverage. Beginning with the fiscal quarter ended
December 31, 2001, and  continuing on a rolling four quarter basis,  the Company
will not permit the ratio of (a) EBITDA at the end of any fiscal quarter for the
period of the four prior  fiscal  quarters  plus rent expense for such period to
(b) Consolidated Fixed Charges for the four fiscal quarter period ending on such
date plus rent expense for such period, to be not less than 1.20 to 1.00.

     (r) Section 10.3 of the Credit Agreement is amended to read in its entirely
as follows:

     Section 10.3 Funded Debt to EBITDA. Beginning with the fiscal quarter ended
December  30,  2001,  the Company  will not permit the ratio of (a) total Funded
Debt  outstanding  at the end of any of the fiscal  quarter to (b) EBITDA at the
end of such fiscal quarter for the period of the four prior fiscal quarters,  to
exceed (i) through  December 31, 2001,  3.00 to 1.00;  (ii) from January 1, 2002
through  December 31, 2002, 2.75 to 1.00; (iii) from January 1, 2003 thereafter,
2.5 to 1.00, all as measured as of each fiscal quarter end.

     3. Conditions Precedent.  The effectiveness of this Amendment is subject to
the  satisfaction of each of the following  conditions  precedent,  all of which
conditions  precedent  must be satisfied on or before  August 29, 2001 (unless a
different deadline is specified):

        (a) The Lender  shall have  received  all of the  following,  each dated
(where applicable and unless otherwise indicated) the date of this Amendment, in
form and substance satisfactory to the Lender:

            (i) Amendment Documents.  This  Amendment as executed by the parties
     hereto  and  any  other  agreement,  document,  instrument  or  certificate
     reasonably  required  by the  Lender to be  executed  or  delivered  by the
     Borrowers in connection with this Amendment  (collectively,  the "Amendment
     Documents");

            (ii) Resolutions/Certificates. Resolutions of the Board of Directors
     of the Borrowers certified by its Secretary or an Assistant Secretary which
     authorize the execution,  delivery and performance by the Borrowers of this
     Amendment and the other  Amendment  Documents to which any of the Borrowers
     is or is to be a  party,  as  well  as  certificates  as to  the  financial
     condition  and  solvency  of  the  Borrowers  after  giving  effect  to the
     transactions contemplated by this Amendment;

<PAGE>

          (iii) Origination  Fee/Other Fees, Costs and Expenses.  An origination
     fee equal to 50 basis  points of the sum of the entire  $24,000,000  credit
     facilities  contemplated by this Amendment and the Loan Documents  executed
     concurrently  herewith,  or One Hundred Twenty Thousand Dollars ($120,000),
     which  origination fee shall be deemed earned upon receipt,  as well as all
     fees, costs and expenses  (including,  without limitation,  attorneys' fees
     and expenses) incurred by the Lender incident to this Amendment or required
     to be paid in accordance with the Credit  Agreement shall have been paid in
     full by the Borrowers;

          (iv) Opinion of Counsel.  The Lender shall have  received the executed
     legal   opinion  of  counsel  for  the  Borrowers  in  form  and  substance
     satisfactory  to the Lender  and  covering  such  matters  incident  to the
     transactions  contemplated  by this  Amendment as the Lender may reasonably
     require;

          (v) Review and Execution of Purchase Agreement.  The Lender shall have
     received and reviewed to its satisfaction the Purchase  Agreement,  and the
     same shall have been executed by the parties  thereto in the identical form
     as it was provided to the Lender

          (vi) Committed Financing.  The Lender shall have received and reviewed
     to its  satisfaction  information  that shows that the amount of  committed
     financing  available  to the  Borrowers  shall  be  sufficient  to meet the
     ongoing  financing  needs  of the  Borrowers  after  giving  effect  to the
     transactions  contemplated by this  Amendment,  and that there shall be not
     less than  $2,000,000 of excess  availability  under the Revolving Loans at
     the Closing Date, as a counter to the Borrowers'  concentrated  receivables
     in IBM and Compaq.

          (vii)  Financial  Information.  The  Lender  shall have  received  and
     reviewed to its satisfaction the consolidated  financial statements for the
     Borrowers for the fiscal years ended 1998, 1999 and 2000, including balance
     sheets,  income  and cash flow  statements  audited by  independent  public
     accountants of recognized national standing and prepared in conformity with
     GAAP,  and such other  financial  information  as the Lender may reasonably
     request.  The Lender shall have further  received and reviewed  information
     regarding   litigation,   tax,  accounting,   labor,   insurance,   pension
     liabilities (actual or contingent), real estate leases, material contracts,
     debt agreements,  property  ownership,  environmental  matters,  contingent
     liabilities and management of the Borrowers.

          (viii) Swap Agreement. The Borrowers shall enter into a Swap Agreement
     in form and substance  satisfactory to the Lender and providing coverage in
     an amount equal to at least $5,000,000 and for a duration of at least three
     (3) years from the date hereof,  which Swap Agreement shall be executed and
     delivered on or before one hundred twenty (120) days from the date hereof;

          (ix) Field  Examination.  The  Borrowers  shall,  at its own  expense,
     cooperate fully with a written audit of the accounts receivable, inventory,
     payables,  controls  and  systems  of the  Borrowers,  to  occur as soon as
     possible  and in no event later than ninety (90) days from the date hereof.
     Thereafter, such field examinations shall occur on a semi-annual basis, and
     all costs,  expenses and charges  associated  with such field  examinations
     shall  be  the  responsibility  of  the  Borrowers,  and  shall  constitute
     Obligations.

          (x) Material  Adverse  Change/Litigation.  The absence of any material
     adverse change in the business, assets, liabilities (actual or contingent),
     operations,   condition  (financial  or  otherwise)  or  prospects  of  the
     Borrowers since June 30, 2001 or in the facts and information regarding the
     Borrowers as represented to the Lender prior to the date of this Amendment.
     Similarly,  the absence of any action,  suit,  investigation  or proceeding
     pending or

<PAGE>

     threatened in any court or before any arbitrator or governmental  authority
     that purports (i) to materially affect any the Borrowers,  or (b) to affect
     the  transactions  contemplated  by this Amendment or of the ability of the
     Borrowers to perform under this Amendment and the other Loan Documents.

          (xi) Material Disruption. The absence of any material disruption of or
     a  material  adverse  change in  conditions  in the  financial,  banking or
     capital markets which the Lender, in its sole discretion, deems material in
     connection with the transaction contemplated by this Amendment; and

          (xii)  Additional  Information.  The Lender shall have  received  such
     additional agreements, documents, instruments and information as the Lender
     or its  legal  counsel,  Ober,  Kaler,  Grimes &  Shriver,  a  Professional
     Corporation, may reasonably request to effect the transactions contemplated
     hereby;

        (b) The representations and warranties contained herein and in all other
Loan  Documents,  as amended  hereby,  shall be true and  correct as of the date
hereof  as if made  again on and as of the  date  hereof  (except  if and to the
extent that such  representations and warranties are or were expressly made only
as of another specific date);

        (c)  No  Default  or  Event  of  Default  shall  have  occurred  and  be
continuing; and

        (d) All corporate  proceedings  taken in connection  with this Amendment
and the other Amendment Documents, and all legal matters incident thereto, shall
be reasonably  satisfactory  to the Lender and its legal counsel,  Ober,  Kaler,
Grimes & Shriver, a Professional Corporation.

     4. Representations and Warranties. Each of the Borrowers hereby jointly and
severally  represent and warrant to, and agrees with, the Lender that, as of the
date of and after giving effect to this Amendment,  (a) the execution,  delivery
and  performance  of this  Amendment and any and all other  Amendment  Documents
executed  and/or  delivered in connection  herewith have been  authorized by all
requisite corporate action on the part of the Borrowers and will not violate the
Borrowers'  corporate charters or bylaws; (b) all representations and warranties
set forth in the Credit  Agreement  and in the Security  Documents  are true and
correct  as if made  again on and as of such date  (except  if and to the extent
that such  representations and warranties were expressly made only as of another
specific  date);  (c) no  Default  or  Event  of  Default  has  occurred  and is
continuing;  and (d) there is not any action, suit,  investigation or proceeding
pending or  threatened  in any court or before any  arbitrator  or  governmental
authority that purports (i) to materially affect the Borrowers, or (b) to affect
the  transactions  contemplated  by  this  Amendment  or of the  ability  of the
Borrowers to perform under this Amendment and the other Loan Documents.

     5.  Governing  Law. This  Amendment and the rights and  obligations  of the
parties  hereunder  shall be deemed to have  been  made in the  Commonwealth  of
Virginia and shall be governed by, and construed in accordance with, the laws of
the Commonwealth of Virginia.

     6.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  all of which when taken together shall  constitute one agreement,
and any of the parties  hereto may execute  this  Amendment  by signing any such
counterpart.

<PAGE>

     7. No Oral Agreements.  THIS AMENDMENT,  TOGETHER WITH THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS AS WRITTEN,  REPRESENT THE FINAL AGREEMENTS BETWEEN
AND AMONG THE PARTIES HERETO AND MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN (A) THE BORROWERS AND (B) THE BANK.

     8.  Credit  Agreement  Remains in Effect;  No Waiver.  Except as  expressly
provided herein,  all terms and provisions of the Credit Agreement and the other
the Loan Documents  shall remain  unchanged and in full force and effect and are
hereby  ratified and confirmed.  No waiver by the Lender of any Default or Event
of  Default  shall be deemed to be a waiver  of any  other  Default  or Event of
Default.  No delay or omission by the Lender in exercising  any power,  right or
remedy  shall  impair such power,  right or remedy or be  construed  as a waiver
thereof or an  acquiescence  therein,  and no single or partial  exercise of any
such power,  right or remedy shall preclude other or further exercise thereof or
the exercise of any other power,  right or remedy under the Agreement,  the Loan
Documents or otherwise.

     9. Survival of  Representations  and Warranties.  All  representations  and
warranties  made in this  Amendment or any other Loan Document shall survive the
execution and delivery of this  Amendment and the other Loan  Documents,  and no
investigation by the Lender or any closing shall affect the  representations and
warranties  or the right of the  Lender to rely  upon such  representations  and
warranties.

     10. Reference to Credit  Agreement.  This Amendment shall constitute a Loan
Document.  Each of the Loan  Documents,  including  the  Credit  Agreement,  the
Amendment  Documents and any and all other agreements,  documents or instruments
now or  hereafter  executed  and/or  delivered  pursuant to the terms  hereof or
pursuant to the terms of the Credit Agreement as amended hereby,  are (if and to
the  extent  necessary)  hereby  amended  so that  any  reference  in such  Loan
Documents to the Credit Agreement shall mean a reference to the Credit Agreement
as amended hereby.

     11.  Severability.  Any  provision  of this  Amendment  held by a court  of
competent  jurisdiction  to be  invalid  or  unenforceable  shall not  impair or
invalidate  the  remainder of this  Amendment  and the effect  thereof  shall be
confined to the provision so held to be invalid or unenforceable.

     12. Successors and Assigns.  This Amendment is binding upon and shall inure
to the benefit of the  Administrative  Agent, the Lender,  the Borrowers and the
other Loan  Parties  and their  respective  successors  and  assigns;  provided,
however,  that the  Borrowers  may not assign or  transfer  any of its rights or
obligations hereunder without the prior written consent of the Lender.

     13.  Confirmation  of  Selection  of  Borrowing  Base/No  Request to Select
Reversal of Selection. The Borrowers hereby confirm that, pursuant to subsection
(c) of Section  2.1 of the Credit  Agreement,  the  Borrowers  have  irrevocably
selected to have the  availability  of Revolving  Loans subject to the Borrowing
Base,  and  further  confirm  that the  Borrowers  hereby  agree not to  request
reversal of such selection,  i.e. that the Lenders  approve the  availability of
Revolving Loans be subject to the covenants  related to Funded Debt contained in
the Credit Agreement.

     14.  Headings.  The  headings,  captions  and  arrangements  used  in  this
Amendment are for convenience  only and shall not affect the  interpretation  of
this Amendment.

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed and delivered by their duly authorized officers effective as of the day
and year first above written.

                  "BORROWERS:"

                  OAO TECHNOLOGY SOLUTIONS, INC.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:  J. Jeffrey Fox
                           Title:   Vice President - Finance,
                                    Chief Financial Officer

                  OAO SYSTEMS, INC.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Chief Financial Officer

                  OAO SERVICES, INC.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Chief Financial Officer

                  OAO CANADA, LTD.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Chief Financial Officer

                  CANADIAN NETWORK
                  RESOURCES, LTD.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Chief Financial Officer

                  CANADIAN RESOURCE
                  MANAGEMENT, LTD.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Chief Financial Officer

                  OAO/ICOR (UK), LTD.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Chief Financial Officer

<PAGE>

                  OAO HEALTHCARE SOLUTIONS INC.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Chief Financial Officer

                  ENTERPRISE TECHNOLOGY
                  GROUP, INC.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Chief Financial Officer

                  OAO TRANSITION, LLC


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Authorized Representative

                  OAO HEALTH SERVICES PROCESSING, INC.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Authorized Representative

                  OAO TECHNOLOGY SOLUTIONS EUROPE B.V.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Authorized Representative

                  OAO TECHNOLOGY SOLUTIONS ITALIA SRL.


                  By:                                                     (SEAL)
                           ----------------------------------------------
                           Name:    J. Jeffrey Fox
                           Title:   Authorized Representative

                  Address for All Notices:
                  OAO Technology Solutions, Inc.
                  7500 Greenway Center Drive
                  Greenbelt, Maryland 20770
                  Attention:        J. Jeffrey Fox
                  Telephone:        (301) 486-2313
                  Telecopy:         (301) 486-0415

<PAGE>

                  ADMINISTRATIVE AGENT:

                  BANK OF AMERICA, N.A.,
                  A national banking association
                  as Administrative Agent


                  By:                                                     (SEAL)
                           -----------------------------------------------
                  Name: Jessica L. Tencza
                  Title: Assistant Vice President

                  Address for Notices:
                  8300 Greensboro Drive, Suite 550
                  McLean, Virginia 22101-3604
                  Attention:        Elaine T. Eaton
                  Telephone:        (703) 761-8567
                  Telecopy:         (703) 761-8246

<PAGE>

                  LENDERS:

Revolving Loans
Commitment:  $15,000,000

                  BANK OF AMERICA, N.A.,
                  A national banking association

Term Loans
Facility Share:  $9,000,000


                  By:                                                     (SEAL)
                           -----------------------------------------------
                  Name: Jessica L. Tencza
                  Title: Assistant Vice President

                  Address for Notices:
                  8300 Greensboro Drive, Suite 550
                  McLean, Virginia 22101-3604
                  Attention:        Elaine T. Eaton
                  Telephone:        (703) 761-8567
                  Telecopy:         (703) 761-8246