Exhibit 10.20

                           SECOND AMENDED AND RESTATED
                                PLEDGE AGREEMENT

     This Amended and Restated  Pledge  Agreement,  dated as of October 18, 2001
(the  "Agreement"),  executed by GREGORY A. PRATT ("Pledgor") for the benefit of
OAO TECHNOLOGY SOLUTIONS,  INC., a Delaware corporation  ("Lender"),  amends and
restates in its entirety the Amended and Restated  Pledge  Agreement dated as of
July 14, 1999  executed  by Pledgor  for the  benefit of Lender  (the  "Original
Pledge Agreement").

     For good and valuable  consideration  and  intending  to be legally  bound,
Pledgor hereby assigns,  pledges and grants to Lender a security interest in the
common  units of  Terrapin  Partners  Holding  Company  LLC, a Delaware  limited
liability  company  (the  "LLC"),  received  by Pratt on the date hereof as more
particularly  described  on  Schedule A attached  hereto and made a part  hereof
(collectively, the "Securities"), and cash and non-cash proceeds, distributions,
additions,  substitutions,  exchanges, redemptions and replacements of, on or by
reason of any of the foregoing (collectively, the "Collateral"), as security for
the payment and performance of all indebtedness,  liabilities and obligations of
Borrower (primary,  secondary,  direct,  contingent,  related,  unrelated, sole,
joint or several) to Lender, whether for principal,  interest, fees, expenses or
otherwise,  (the  "Obligations"),  arising under that certain Second Amended and
Restated  Term Note,  dated as of the date hereof but  effective  as of July 14,
1999, made by Borrower in favor of Lender in the principal  amount of $2,932,500
(the "Note"), all on the following terms and conditions.

     A. Representations and Warranties. Pledgor represents and warrants that:

          1.  Pledgor  has good  title to the  Securities  free and clear of all
     liens and encumbrances except the security interest created hereby.

          2. Pledgor has delivered to Lender the  certificates  representing  or
     evidencing  the  Securities,  accompanied  by  corresponding  assignment or
     transfer  powers duly executed in blank by Pledgor,  and this Agreement and
     such  powers  have been  duly and  validly  executed  and are  binding  and
     enforceable  against Pledgor in accordance with their terms; and the pledge
     of the  Securities in accordance  with the terms hereof creates a valid and
     perfected  first  priority  security  interest in the  Securities  securing
     payment of the Obligations.

          3. No  authorization,  approval,  consent,  or other action by, and no
     notice to or filing with, any  governmental  authority,  regulatory body or
     other person or entity is required  either (i) for the pledge by Pledgor of
     the Collateral pursuant to this Agreement or for the execution, delivery or
     performance  of this  Agreement  by  Pledgor,  or (ii) for the  exercise by
     Lender of the voting or other rights  provided for in this Agreement or the
     remedies in respect of the Collateral pursuant to this Agreement (except as
     may be required in connection  with such  disposition by laws affecting the
     offering and sale of securities generally).

     B. Negative Pledge. Pledgor agrees not to (i) sell or otherwise dispose of,
or grant any option with  respect to, any of the  Collateral,  or (ii) create or
permit to exist any lien,  security interest or other charge or encumbrance upon
or with respect to any of the  Collateral,  except the security  interest  under
this Agreement.


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<PAGE>


     C. Additional Collateral.  Prior to the full payment and performance of the
Obligations, Pledgor shall pledge hereunder, as additional Collateral, and shall
forthwith transfer and deliver to Lender immediately upon acquisition  (directly
or indirectly)  thereof, any and all additional common units or other securities
of the LLC and any other property of any kind received, receivable, or otherwise
distributed or distributable  on or by reason of the Collateral,  whether in the
form of or by way of distributions,  warrants, partial liquidation,  conversion,
prepayments or redemptions (in whole or in part),  liquidation or otherwise with
the sole exception of cash distributions paid in respect of the Collateral.

     D. Pledgor's Rights in the Pledged Collateral Before Default. So long as no
event of default (as such term is used in the Note) shall have  occurred  and be
continuing and Pledgor is in full compliance with the terms hereof:

          1. Pledgor  shall be entitled to receive and retain any  distributions
     paid in respect of the Collateral, if such distributions are not prohibited
     under the Note.

          2. Pledgor may exercise all voting rights,  if any,  pertaining to the
     Collateral for any purpose not inconsistent with the terms hereof or of the
     Obligations or the Note. In the event any  Collateral has been  transferred
     into the name of Lender or a nominee  or  nominees  of Lender  prior to the
     occurrence  of such event of default,  Lender or its nominee  shall execute
     and deliver upon request of Pledgor an appropriate proxy in order to permit
     Pledgor to vote, if applicable, the same.

     E. Further  Assurances.  Pledgor  shall from time to time promptly take all
actions  (and  execute,  deliver  and  record  all  instruments  and  documents)
necessary  or  appropriate  or requested  by Lender,  to continue the  validity,
enforceability and perfected status of the pledge of the Collateral hereunder or
to enable Lender to exercise and enforce the rights and remedies  hereunder with
respect to any of the Pledged Collateral.

     F. Lender's Duties Toward  Collateral.  Lender shall be under no obligation
to take any actions and shall have no liability  (except for gross negligence or
willful  misconduct)  with  respect to the  preservation  or  protection  of the
Collateral or any underlying interests  represented thereby as against any prior
or other parties. In the event Pledgor requests that Lender take or omit to take
action(s)  with  respect  to the  Collateral,  Lender  may  refuse so to do with
impunity  if  Pledgor  does  not,  upon  request  of  Lender,  post  sufficient,
creditworthy  indemnities  with Lender which, in Lender's sole  discretion,  are
sufficient  to hold it  harmless  from  any  possible  liability  of any kind in
connection therewith.

     G. Waivers by Pledgor.  Pledgor agrees that Lender, at any time and without
affecting its rights in the Collateral and without notice to Pledgor,  may grant
any extensions, releases or other modifications of any kind respecting the Note,
the Obligations and any Collateral. Pledgor, except as otherwise provided herein
or in the  Note,  waives  all  notices  of  any  kind  in  connection  with  the
Obligations,  the  Note and any  changes  therein  or  defaults  or  enforcement
proceedings  thereunder,  whether  against  Pledgor or any other party.  Pledgor
hereby  waives any rights it has at equity or in law to require  Lender to apply
any rights of marshalling or other equitable doctrines in such circumstances.


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     H. Remedies Upon Default.  After the  occurrence of any event of default or
if any representation, warranty or agreement of Pledgor hereunder is breached or
proves to be false, erroneous or misleading in any material respect:

          1.  Lender  may  transfer  or  cause  to be  transferred  any  of  the
     Collateral into its own or a nominee's or nominees' names.

          2.  Lender  shall be  entitled  to receive and apply in payment of the
     Obligations any cash distributions or other payment on the Collateral.

          3. Lender  shall be entitled  to exercise in Lender's  discretion  all
     voting  rights,  if any,  pertaining to the  Collateral,  and in connection
     therewith  and at the written  request of Lender,  Pledgor  shall  promptly
     execute any appropriate dividend, payment or brokerage orders or proxies.

          4. Pledgor  shall  promptly  take any action  necessary or required or
     requested  by Lender,  in order to allow Lender fully to enforce the pledge
     of the  Collateral  hereunder and realize  thereon to the fullest  possible
     extent  including,  but not  limited  to, the filing of any claims with any
     court, liquidator or trustee,  custodian,  receiver or other like person or
     party.

          5. Lender shall have all the rights and remedies  granted or available
     to it hereunder,  under the Uniform  Commercial Code as in effect from time
     to time in  Delaware,  under any other  statute or the common law, or under
     the Note,  including without limitation the right to sell the Collateral or
     any portion  thereof at one or more  public or private  sales upon ten (10)
     days' written notice and to bid thereat or purchase any part or all thereof
     in its own or a nominee's or nominees' names,  free and clear of any equity
     of redemption;  and to apply the net proceeds of the sale,  after deduction
     for any expenses of sale,  including without  limitation the payment of all
     Lender's reasonable  attorneys' fees in connection with the Obligations and
     the sale,  to the payment of the  Obligations  in any manner or order which
     Lender in its sole  discretion  may  elect,  without  further  notice to or
     consent  of Pledgor  and  without  regard to any  equitable  principles  of
     marshalling or other like equitable doctrines.

          6.  Lender  may  increase,  in its sole  discretion,  but shall not be
     required  to do so,  the  Obligations  by  making  additional  advances  or
     incurring  expenses  for the  account  of  Pledgor  deemed  appropriate  or
     desirable  by Lender in order to protect,  enhance,  preserve or  otherwise
     further the sale or  disposition of the Collateral or any other property it
     holds as security for the Obligations.

     I. Dispositions of Collateral. Pledgor recognizes that Lender may be unable
to  effect a sale to the  public of all or part of the  Collateral  by reason of
certain prohibitions or restrictions in the federal or state securities laws and
regulations  (collectively,  the "Securities  Laws"), or the provisions of other
federal and state laws,  regulations or rulings,  but may be compelled to resort
to one or more private  sales to a restricted  group of  purchasers  who will be
required  to  agree to  acquire  the  Collateral  for  their  own  account,  for
investment  and not with a view to the further  distribution  or resale  thereof
without  restriction.  Pledgor agrees that any sales(s) so made may be at prices
and on other terms less  favorable to Pledgor than if the Collateral was sold to
the public,  and that Lender has no obligation  to delay sale of the  Collateral
for  period(s) of time  necessary  to permit the issuer  thereof to register the
Collateral  for sale to the public  under any of the  Securities  Laws.  Pledgor
agrees that negotiated sales


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<PAGE>


whether for cash or credit made under the foregoing  circumstances  shall not be
deemed  for that  reason  not to have  been  made in a  commercially  reasonable
manner.  Pledgor shall cooperate with Lender and shall satisfy any  requirements
under the Securities  Laws  applicable to the sale or transfer of the Collateral
by Lender.

     In connection  with any sale or  disposition of the  Collateral,  Lender is
authorized to comply with any  limitation or restriction as it may be advised by
its  counsel  is  necessary  or  desirable  in order to avoid any  violation  of
applicable  law or to obtain any required  approval of the  purchaser(s)  by any
governmental  regulatory  body or officer and it is agreed that such  compliance
shall  not  result  in such  sale  being  considered  not to have been made in a
commercially  reasonable  manner nor shall  Lender be liable or  accountable  by
reason of the fact that the  proceeds  obtained  at such  sale(s)  are less than
might otherwise have been obtained.

     Lender may elect to obtain the advice of any  independent  nationally-known
investment  banking firm, which is a member firm of the New York Stock Exchange,
with respect to the method and manner of sale or other disposition of any of the
Collateral,  the best price reasonably obtainable therefor, the consideration of
cash  and/or  credit  terms,  or any  other  details  concerning  such  sale  or
disposition.  Lender,  in its sole discretion,  may elect to sell on such credit
terms which it deems reasonable.

     J.  Lender's  Expenses.  Pledgor  shall pay  Lender on demand all costs and
expenses incurred by Lender (including,  without limitation,  reasonable counsel
fees and  expenses) in connection  with (i) the  preparation,  negotiation,  and
closing of this  Agreement,  and any  modifications  hereto,  (ii) the  custody,
preservation, sale or collection or realization of the Collateral, and (iii) the
exercise or enforcement of Lender's rights hereunder.

     K.  Successors and Assigns.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,  personal
representatives,  successors  and  assigns  and  shall  be  governed  as to  its
validity,  interpretation  and effect by the laws of the State of Delaware;  and
any terms used  herein  which are  defined  in the  Uniform  Commercial  Code as
enacted in Delaware shall have the meanings therein set forth.

     L. Amendments and Waivers.  No amendment or waiver of any provision of this
Agreement nor consent to any departure by Pledgor herefrom shall in any event be
effective  unless the same shall be in  writing  and signed by Lender,  and then
such  amendment,  waiver or  consent  shall be  effective  only in the  specific
instance  and for the specific  purpose for which given.  No failure or delay on
the part of Lender in the  exercise of any right,  power,  or remedy  under this
Agreement or the Note shall under any  circumstances  constitute or be deemed to
be a waiver  thereof,  or  prevent  the  exercise  thereof  in that or any other
instance.

     M.  Attorney-in-Fact.  Pledgor hereby  irrevocably  appoints  Lender as its
attorney-in-fact,  in the name of  Pledgor  or  otherwise,  from time to time in
Lender's discretion and at Pledgor's expense, to take any action and to execute,
deliver  and  record  any  instruments  or  documents  in  connection  with  the
Collateral  which  Lender may deem  necessary or  advisable  to  accomplish  the
purposes of this Agreement including,  without limitation,  to receive, endorse,
and  collect  all  instruments   made  payable  to  Pledgor   representing   any
distribution  in respect of the  Collateral or any part thereof and to give full
discharge   for  the  same.   Lender   shall  not,  in  its   capacity  as


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such attorney-in-fact, be liable for any acts or omissions, nor for any error of
judgment  or mistake of fact or law,  but only for gross  negligence  or willful
misconduct.

     N. Entire Agreement.  This Agreement, and all agreements and instruments to
be delivered by the parties pursuant hereto or in connection herewith, represent
the entire  understanding  of the parties  with  respect to the  subject  matter
hereof.  Except as otherwise  indicated,  all agreements defined herein refer to
the same as from time to time  amended  or  supplemented  or the  terms  thereof
waived or modified in accordance  herewith and therewith.  Any provision  hereof
found to be illegal,  invalid or unenforceable  for any reason  whatsoever shall
not affect the legality, validity or enforceability of the remainder hereof.

     P.  Joint and  Several  Obligations.  If more than one  Pledgor  signs this
Agreement,  all references herein to Pledgor shall include all such Pledgors and
each shall be jointly and severally bound by the terms and provisions hereof.

     Q.  Notices.  All  notices,  demands or other  communications  required  or
permitted  hereunder  shall be in writing  and shall be given as provided in the
Note, using Pledgor's address as indicated below.

     R. Partial  Releases;  Termination.  Any of the  Collateral may be released
from this Agreement  without altering,  varying,  or diminishing in any way this
Agreement or the  security  interest  granted  hereby as to the  Collateral  not
expressly released, and this Agreement and such security interest shall continue
in full force and effect as to all of the  Collateral  not  expressly  released.
This Agreement and Lender's rights in the Collateral shall cease,  terminate and
be void upon the repayment in full of the  Obligations.  Upon such repayment and
termination,  Lender shall execute such  documents as may reasonably be required
by Pledgor to release Lender's security interest in the Collateral.

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     IN WITNESS  WHEREOF,  Pledgor has executed this Second Amended and Restated
Pledge Agreement as of the ______ day of October, 2001.

WITNESS OR ATTEST:                      PLEDGOR:

---------------------                   --------------------------
                                        Name: Gregory A. Pratt
                                        Address: Elder Oaks Blvd.
                                                    Apt. 3106
                                                    Bowie, MD 20716
                                        Fax No.: 610-444-5795


     Pursuant to Paragraph L. of the Original Pledge Agreement,  the undersigned
hereby  agrees as of this ____ day of October,  2001 to this Second  Amended and
Restated Pledge Agreement.

OAO TECHNOLOGY SOLUTIONS, INC.

By:________________________________
     Name:
     Title:


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