Exhibit 10.19

                      SECOND AMENDED AND RESTATED TERM NOTE
                               (Gregory A. Pratt)

$2,932,500                                                    July 14, 1999

     In consideration  of the loan  (hereinafter  referred to as a "Loan"),  OAO
Technology Solutions,  Inc., a Delaware corporation (the "Lender"),  has made to
Gregory A. Pratt, (the "Borrower"),  and for value received, the Borrower hereby
promises to pay to the order of the Lender,  at the Lender's  office  located at
7500 Greenway  Center Drive,  16th Floor,  Greenbelt,  MD 20770 or at such other
place in the  continental  United States as the Lender may designate in writing,
in lawful money of the United States,  and in immediately  available  funds, the
principal sum of $2,932,500 together with all accrued interest thereon.

     The  Borrower  hereby  further  promises  to pay to the order of the Lender
interest on the  outstanding  principal  amount from the date  hereof,  at a per
annum rate equal to 5.82% (the "Loan  Rate").  The Borrower  shall pay on demand
interest on any overdue payment of principal and interest (to the extent legally
enforceable) at the Loan Rate plus three percent (3%).

     The unpaid principal  balance of this Second Amended and Restated Term Note
(this "Note"),  together with all accrued and unpaid interest,  shall be paid in
full on the earlier of (i) July 14, 2008 or (ii) the date that Borrower receives
aggregate distributions (other than distributions made pursuant to section 7.2.1
of the Limited  Liability  Company  Operating  Agreement  of  Terrapin  Partners
Holding Company LLC, a Delaware limited  liability  company  ("Holding LLC") and
any other  distributions in connection with or on account of Borrower's federal,
state  and/or local tax  liability)  from  Holding  LLC, or its  successors  and
assigns,  equal to or greater  than the unpaid  principal  balance of this Note,
together with all accrued and unpaid interest.

     All payments made on this Note (including, without limitation, prepayments)
shall be  applied,  at the  option  of the  Lender,  first to late  charges  and
collection  costs,  if any,  then to  accrued  interest  and then to  principal.
Interest  payable  hereunder  shall be calculated for actual days elapsed on the
basis of a 360-day  year.  All  accrued  and  unpaid  interest  shall be due and
payable upon maturity of this Note.  After  maturity or in the event of default,
interest  shall  continue to accrue on this Note at the rate set forth above and
shall be payable on demand of the Lender.

     The outstanding principal amount of this Note may be prepaid in whole or in
part without any prepayment  penalty or premium at any time or from time to time
by Borrower upon notice to the Lender;  provided,  that any prepayment  shall be
applied  first to any interest due to the date of such  prepayment  on this Note
and thereafter  shall be applied to the  installments of principal  hereunder in
the inverse order of maturity.

     Notwithstanding  anything in this Note,  the interest  rate charged  hereon
shall not exceed the maximum  rate  allowable by  applicable  law. If any stated
interest rate herein exceeds the maximum  allowable rate, then the interest rate
shall be reduced  to the  maximum  allowable  rate,  and any  excess  payment of
interest made by Borrower at any time shall be applied to the unpaid  balance of
any outstanding principal of this Note.


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     An event of default hereunder shall consist of:

     (i) a default in the payment by the  Borrower to the Lender of principal or
interest under this Note as and when the same shall become due and payable; or

     (ii) an event of  default  under the Second  Amended  and  Restated  Pledge
Agreement  dated as of October ___,  2001 (the "Pledge  Agreement")  made by the
Borrower in favor of the Lender;

     (iii)  institution  of any  proceeding by or against the Borrower under any
present or future  bankruptcy  or  insolvency  statute or  similar  law and,  if
involuntary,  if the same are not stayed or dismissed within sixty (60) days, or
the Borrower's  assignment for the benefit of creditors or the  appointment of a
receiver, trustee, conservator or other judicial representative for the Borrower
or the  Borrower's  property or the Borrower's  being  adjudicated a bankrupt or
insolvent; or

     (iv) the  expiration  of the thirty (30) day period  following the date the
Borrower ceases for any reason to remain in the employ of Lender.

     Upon the  occurrence  of an event of  default  hereunder,  this Note  shall
automatically  without any action or notice by Lender, be accelerated and become
immediately  due and  payable,  and  Lender  shall  have all of the  rights  and
remedies provided for herein or otherwise  available at law or in equity, all of
which remedies shall be cumulative.

     In the event the Borrower sells or otherwise transfers for value any of the
collateral  pledged by the Borrower under the Pledge Agreement,  then any unpaid
portion of the principal  balance of this Note shall become  immediately due and
payable,  together  with all  accrued  and  unpaid  interest  on that  principal
portion.

     For purposes of applying the provisions of this Note, the Borrower shall be
considered to remain in the Lender's employ for so long as the Borrower  renders
services as a full-time  employee of the Lender,  any successor entity or one or
more of the Lender's fifty (50%) percent or more owned  (directly or indirectly)
subsidiaries.

     Payment of this Note  shall be  secured  by a pledge of certain  collateral
with the Lender pursuant to the Pledge Agreement.  THE BORROWER,  HOWEVER, SHALL
REMAIN  PERSONALLY  LIABLE FOR PAYMENT OF THIS NOTE AND ASSETS OF THE MAKER,  IN
ADDITION TO THE  COLLATERAL  UNDER THE PLEDGE  AGREEMENT,  MAY BE APPLIED TO THE
SATISFACTION OF THE BORROWER'S OBLIGATIONS HEREUNDER.

     Neither the  reference to nor the  provisions  of any agreement or document
referred  to herein  shall  affect  or impair  the  absolute  and  unconditional
obligation  of the Borrower to pay the principal of and interest on this Note as
herein provided.

     Any action,  suit or proceeding  where the amount in  controversy  as to at
least one party,  exclusive of interest and costs,  exceeds $1,000,000 ("Summary
Proceeding"),  arising  out of or  relating  to this  Agreement,  or the breach,
termination or validity thereof,  shall be litigated exclusively in the Superior
Court of the State of  Delaware  (the  "Delaware  Superior


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Court")  as a summary  proceeding  pursuant  to Rules  124-131  of the  Delaware
Superior Court, or any successor rules (the "Summary Proceeding Rules"). Each of
the parties hereto hereby  irrevocably  and  unconditionally  (i) submits to the
jurisdiction  of the Delaware  Superior Court for any Summary  Proceeding,  (ii)
agrees not to commence any Summary  Proceeding  except in the Delaware  Superior
Court,  (iii) waives,  and agrees not to plead or to make,  any objection to the
venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and
agrees not to plead or to make, any claim that any Summary Proceeding brought in
the  Delaware  Superior  Court has been  brought  in an  improper  or  otherwise
inconvenient  forum,  (v) waives,  and agrees not to plead or to make, any claim
that the  Delaware  Superior  Court lacks  personal  jurisdiction  over it, (vi)
waives its right to remove any Summary  Proceeding to the federal  courts except
where such courts are vested with sole and exclusive jurisdiction by statute and
(vii)  understands  and agrees  that it shall not seek a jury trial or  punitive
damages in any  Summary  Proceeding  based upon or arising  out of or  otherwise
related to this Agreement waives any and all rights to any such jury trial or to
seek punitive damages.

     In the event any action, suit or proceeding where the amount in controversy
as to at least one party,  exclusive  of  interest  and  costs,  does not exceed
$1,000,000 (a "Proceeding"), arising out of or relating to this Agreement or the
breach,  termination  or  validity  thereof  is  brought,  the  parties  to such
Proceeding agree to make  application to the Delaware  Superior Court to proceed
under the  Summary  Proceeding  Rules.  Until such time as such  application  is
rejected,  such Proceeding  shall be treated as a Summary  Proceeding and all of
the foregoing  provisions of this Section relating to Summary  Proceedings shall
apply to such Proceeding.

     If a Summary  Proceeding is not available to resolve any dispute hereunder,
the  controversy  or claim  shall  be  settled  by  arbitration  conducted  on a
confidential basis, under the U.S. Arbitration Act, if applicable,  and the then
current  Commercial  Arbitration Rules of the American  Arbitration  Association
(the "Association")  strictly in accordance with the terms of this Agreement and
the substantive law of the State of Delaware. The arbitration shall be conducted
at the Association's  regional office located closest to the Lender's  principal
place of business by a single  arbitrator.  Judgment upon the arbitrator's award
may be entered and  enforced  in any court of  competent  jurisdiction.  Neither
party  shall  institute  a  proceeding  hereunder  unless at least 60 days prior
thereto  such party  shall have given  written  notice to the other party of its
intent to do so.

     Neither party shall be precluded hereby from securing equitable remedies in
courts of any jurisdiction, including, but not limited to, temporary restraining
orders and preliminary injunctions to protect its rights and interests but shall
not be sought as a means to avoid or stay arbitration or Summary Proceedings.

     Each of the parties  hereto  hereby  irrevocably  designates  and  appoints
Corporation  Service  Company  (the  "Service  Agent")  with offices on the date
hereof at 1013 Centre Road, Wilmington,  Delaware 19805, as its agent to receive
service of process in any Proceeding or Summary Proceeding.  Each of the parties
hereto  further  covenants  and agrees  that,  so long as this  Agreement or the
Pledge  Agreement  shall be in  effect,  each such party  shall  maintain a duly
appointed  agent for the service of summonses  and other legal  processes in the
State of  Delaware  and will  notify  the other  parties  hereto of the name and
address of such agent if it is no longer the Service Agent.


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     The  Borrower  hereby  waives  presentment,  demand,  protest and notice of
dishonor  and  protest,  and also waives all other  exemptions;  and agrees that
extension or extensions  of the time of payment of this Note or any  installment
or part  thereof may be made  before,  at or after  maturity by agreement by the
Lender.  Upon  default  hereunder  the Lender shall have the right to offset the
amount  owed by the  Borrower  against  any  amounts  owed by the  Lender in any
capacity to the Borrower,  whether or not due, and the Lender shall be deemed to
have  exercised  such right of offset and to have made a charge against any such
account  or  amounts  immediately  upon the  occurrence  of an event of  default
hereunder  even though such charge is made or entered on the books of the Lender
subsequent thereto. The Borrower shall pay to the Lender, upon demand, all costs
and expenses, including, without limitation, attorneys' fees and legal expenses,
that may be incurred by the Lender in connection  with the  enforcement  of this
Note.

     Notices  required to be given  hereunder  shall be deemed validly given (i)
three  business days after sent,  postage  prepaid,  by certified  mail,  return
receipt requested, (ii) one business day after sent, charges paid by the sender,
by Federal Express Next Day Delivery or other guaranteed delivery service, (iii)
when sent by facsimile transmission, or (iv) when delivered by hand:

         If to the Lender:                  OAO Technology Solutions, Inc.
                                            7500 Greenway Center, 16th Floor
                                            Greenbelt, MD 20770-3522
                                            Attn: Chief Financial Officer

         If to the Borrower:                Gregory A. Pratt
                                            3651 Elder Oaks Blvd.
                                            Apt. 3106
                                            Bowie, MD 20716

or to such other address,  or in care of such other person, as the holder or the
Borrower shall hereafter specify to the other from time to time by due notice.

     Any  failure by the Lender to  exercise  any right  hereunder  shall not be
construed  as a waiver of the right to  exercise  the same or any other right at
any time. No amendment to or modification of this Note shall be binding upon the
Lender  unless in writing  and signed by it. Any  provision  hereof  found to be
illegal, invalid or unenforceable for any reason whatsoever shall not affect the
validity,  legality or enforceability  of the remainder hereof.  This Note shall
apply to and bind the  successors of the Borrower and shall inure to the benefit
of the Lender, its successors and assigns.

     This Note shall be governed by and  interpreted in accordance with the laws
of the State of Delaware.

     This Note amends and restates in its entirety the Amended and Restated Term
Note, dated July 14, 1999, made by Borrower in favor of Lender.


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     IN WITNESS WHEREOF,  the Borrower has duly executed this Second Amended and
Restated  Term Note on this ____ day of October,  2001,  but effective as of the
date first written above.


                                        ----------------------
                                        GREGORY A. PRATT


Accepted, Acknowledged and Agreed:

OAO TECHNOLOGY SOLUTIONS, INC.

By:________________________________
      Name:
      Title:


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