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Exhibit 10.12

                            FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made as of April
16, 1999, by and between APA PROPERTIES NO 1, L. P., a Delaware limited
partnership ("Landlord"), and SYTEL, INC., a Maryland corporation ("Tenant").

                                   WITNESSETH:

     WHEREAS, pursuant to that certain Office Lease Agreement dated as of
February 18, 1999 (the "Lease"), Landlord is leasing to Tenant an agreed upon
ten thousand nine hundred eighty-one (10,981) square feet of rentable area (the
"Initial Premises") on the second (2nd) floor of the office building (the
"Building") located at 13921 Park Center Road, Herndon, Virginia 20171, as more
particularly described in the Lease; and

     WHEREAS, the term of the Lease (the "Lease Term") currently is scheduled to
expire on May 31, 2006; and

     WHEREAS, Landlord and Tenant desire to extend the Lease Term for one (1)
additional period of three (3) months (the "Extension Period") commencing on
June 1, 2006 (the "Extension Period Commencement Date"), and expiring on August
31, 2006 (the "Revised Expiration Date"); and

     WHEREAS, Landlord and Tenant desire to amend the Lease as set forth herein
to add certain additional space to the Premises.

     NOW, THEREFORE, Landlord and Tenant do hereby agree as follows:

     1. Extension of Lease Term.

          (a) Lease Term. Notwithstanding anything in the Lease to the contrary,
the Lease Term is extended for the Extension Period in accordance with the terms
and conditions set forth in this First Amendment. Unless otherwise terminated
sooner in accordance with the terms of the Lease (as amended hereby), the Lease
Term shall expire on the Revised Expiration Date. Tenant acknowledges that the
Lease (as amended hereby) contains no right or option to terminate the Lease
Term prior to the Revised Expiration Date.

          (b) Rent and Additional Rent. Notwithstanding anything in the Lease to
the contrary, the Base Rent for the Initial Premises during the Extension Period
shall equal Seventy-Nine Thousand Three Hundred Forty-Three and 22/100 Dollars
$79,343.22), payable in three (3) equal monthly installments of Twenty-Six
Thousand Four Hundred Forty-Seven and 74/100 Dollars ($26,447.74) on the first
day of each calendar month during the Extension Period. Except as specifically
set forth in this First Amendment, Tenant shall continue to pay during the
Extension Period any other amounts required to be paid pursuant to the terms of
the Lease (including, but not limited to, Operating Charges and Real Estate
Taxes) as set forth in the Lease. No abatement or concession whatsoever shall
apply during the Extension Period. Tenant is and shall remain liable for any and
all sums due and payable under the Lease through the Revised Expiration Date.

          (c) Condition. Tenant shall accept and continue to occupy the Initial
Premises in their "as is" condition as of the Extension Period Commencement
Date. Landlord shall have no obligation whatsoever to make any modifications in
or to any part of the Premises or the Building.

     2. Addition of Supplemental Space to Premises.

          (a) Addition of Supplemental Space. Landlord and Tenant hereby agree
to add to the Initial Premises an agreed upon fourteen thousand five hundred
ninety-six (14,596) square feet of rentable

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area on the second (2nd) floor of the Building (the "Supplemental Space").
Commencing upon the Supplemental Space Commencement Date (as hereinafter
defined), for purposes of the Lease and this First Amendment, the Initial
Premises and the Supplemental Space shall be collectively referred to as the
Premises and shall therefore consist of an agreed twenty-five thousand five
hundred seventy-seven (25,577) square feet of contiguous rentable area on the
second (2nd) floor of the Building. The Supplemental Space is depicted on the
diagram attached hereto as Exhibit A. Landlord hereby leases to Tenant and
Tenant hereby rents from Landlord the Supplemental Space upon the terms and
conditions of this First Amendment. On the Supplemental Space Commencement Date
(as defined in Paragraph 2(b) below), the Supplemental Space shall become part
of the Premises and, except as otherwise provided below, be subject to all the
terms and conditions of the Lease (as amended hereby) for the remainder of the
Lease Term (as extended hereby).

          (b) Supplemental Space Commencement Date. The Lease Term with respect
to the Supplemental Space shall commence on September 1, 1999 (the "Supplemental
Space Commencement Date"), and shall expire concurrently with the expiration or
earlier termination of the Lease Term for the remainder of the Premises.

          (c) Supplemental Space Base Rent. Notwithstanding anything contained
in the Lease to the contrary, (i) during the period commencing on the:
Supplemental Space Commencement Date and expiring on August 31, 2000, Tenant
shall pay to Landlord, without setoff, deduction or demand, annual Base Rent in
an amount equal to Three Hundred Forty-Three Thousand Six and 00/100 Dollars
($343,006.00) (which amount is based on Twenty-Three and 50/100 Dollars ($23.50)
per rentable square foot of the Supplemental Space) (the "Supplemental Space
Base Rent"), and (ii) on September 1, 2000, and each September 1 thereafter
during the Lease Term, the Supplemental Space Base Rent payable by Tenant shall
be subject to adjustment as provided in Section 4.1 of the Lease.

     Notwithstanding anything to the contrary set forth in the Lease, no
abatement, allowance or other concession shall apply with respect to
Supplemental Space except for the Supplemental Space Allowance described
hereunder. Tenant shall pay the Supplemental Space Base Rent in equal monthly
installments, along with the Base Rent for the remainder of the Premises, in
accordance with Article IV of the Lease. Except as otherwise provided herein,
the Supplemental Space Base Rent shall be added to and be deemed to be part of
the Base Rent for all purposes of the Lease.

          (d) Operating Expenses and Real Estate Taxes. As of the Supplemental
Space Commencement Date, Tenant's proportionate share of increases in Operating
Charges and Real Estate Taxes (as defined in Article V of the Lease) shall be
increased to reflect the addition to the Premises of the Supplemental Space.
From and after the Supplemental Space Commencement Date, Tenant shall pay
Tenant's proportionate share of increases in Operating Charges and Real Estate
Taxes with respect to the Supplemental Space. Tenant's obligations pursuant to
this Paragraph (d) shall be adjusted as follows to reflect the fact that the
Supplemental Space Commencement Date may be a day other than the first day of a
calendar year.

          (e) Improvements to Supplemental Space. The original improvements for
the Supplemental Space shall be accomplished in accordance with the Work
Agreement (Exhibit B of the Lease), except that, with respect to the work to be
performed in and to the Supplemental Space, Landlord shall provide Tenant an
Allowance ("Supplemental Space Improvement Allowance") equal to the product of
Twenty-Six and 50/100 Dollars (26.50) multiplied by the number of square feet of
rentable area contained in the Supplemental Space. Landlord is under no
obligation to make any Alterations to any part of the Supplemental Space, the
Premises or the Building. In addition, notwithstanding anything to the contrary
contained in the Lease, the construction of a multi-tenant corridor shall be
deleted from Landlord's Work (as defined in Exhibit B, paragraph 2, of the
Lease), and Landlord shall be relieved of the obligation to perform the same.

          (f) Security Deposit. Simultaneously with Tenant's execution of this
First Amendment, Tenant shall deposit with Landlord, as an additional security
deposit, an amount equal to Twenty-Eight Thousand Five Hundred Eighty-Three and
83/100 Dollars ($28,583.83). Upon receipt of such sum, the total Security
Deposit deposited with Landlord pursuant to the Lease shall be Fifty

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Thousand Eighty-Eight and 29/100 Dollars ($50,088.29).

     3. Signs. Article X of the Lease, "Signs", shall be amended by adding the
following paragraph 10.2:

          "10.2 Notwithstanding the foregoing, subject to the terms and
     conditions of this Section 10.2, so long as Sytel, Inc. is leasing and
     occupying a minimum of twenty-five percent (25%) of the Premises for its
     own account and provided no uncured Event of Default exists hereunder, then
     Tenant shall have the right, at Tenant's sole cost, to install one (1)
     monument-type sign approved by Landlord identifying Tenant in the location
     generally shown on Exhibit B attached hereto, provided (i) Tenant shall, at
     its sole cost, maintain such signage in a first-class condition; (ii)
     Tenant shall obtain all necessary permits and approvals and deliver the
     same to Landlord prior to commencing to install the signage, (iii) the size
     of the sign shall not exceed four feet (4') in height, three feet (3') in
     width, (iv) the sign shall be built of materials compatible with the
     Building's architecture, (v) the sign shall in all respects be subject to
     Landlord's prior written approval which approval may be granted or withheld
     in its sole and absolute discretion, (vi) Tenant shall, at its cost,
     arrange to have the electricity used by such sign sub-metered and pay
     Landlord directly for the cost thereof as additional rent, and (vii) at the
     end of the Lease Term (or at any earlier time that Tenant no longer has a
     right to such sign), Tenant shall, at its sole cost, remove such sign and
     repair any damage to the site caused by said removal to the condition that
     existed prior to the installation of such sign. All of Tenant's signs that
     are approved by Landlord shall be installed by Tenant at Tenant's cost and
     expense and shall be removed by Tenant at Tenant's sole cost and expense at
     the end of the Term (and Tenant shall repair any damage to the site or the
     Premises caused by such removal), or, at Landlord's sole option, Landlord
     may elect to perform such installation and/or removal at Tenant's sole cost
     and expense. Tenant's signage rights under this Section 10.2 are personal
     to Sytel, Inc. and shall not apply with respect to any assignee, subtenant
     or other transferee other than a successor corporation or a related
     corporation (each, as defined in Section 7.2):"

     4. Parking. Article XXIV of the Lease, "Parking", shall be amended so that
Tenant shall be entitled to up to an additional two (2), (for a total of four
(4)) parking permits which shall be for reserved parking spaces in a location
designated (or redesignated) by Landlord from time to time.

     5. Brokers. Landlord and Tenant each represent and warrant that it has not
employed or dealt with any broker, agent or finder in connection with this First
Amendment other than Brokers (as defined in the Lease). Each party shall
indemnify and hold the other harmless from and against any claim for brokerage
or other commissions arising from or out of any breach of the foregoing
representation and warranty.

     6. Ratification. Except as otherwise provided herein, all of the terms and
conditions of the Lease shall remain unchanged and continue in full force and
effect.

     7. Interpretation. Except as otherwise defined herein, all terms and
phrases used in this First Amendment that are defined in the Lease shall have
the same meaning as set forth in the Lease. In the event of any conflict between
the Lease and this First Amendment, the terms of this First Amendment shall
control with respect to the Supplemental Space and the Lease Term.

     8. Effectiveness. This First Amendment shall not be effective and binding
unless and until fully executed and delivered by Landlord and Tenant.

     9. Authority. Each of the persons executing this First Amendment on behalf
of Landlord and Tenant hereby covenants and warrants to the other party that
Landlord or Tenant, as the case may be, has full right and authority to enter
into this First Amendment, and that the person signing on behalf of Landlord or
Tenant, as the case may be, is authorized to do so.

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     10. Counterparts. This First Amendment may be executed in multiple
counterparts, each of which shall be an original, but all of which shall
constitute one and the same First Amendment.

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
under seal as of the day and year first above written.

WITNESS:                                LANDLORD
                                        APA PROPERTIES NO. 1, LP, a Delaware
                                        Limited partnership, by its Agent Pete
                                        Lawrence of Virginia Inc.


/s/ Pamela S. Duke                      By: /s/ James J. Shapiro
-------------------------------------       ------------------------------------
                                        Name: James J. Shapiro
                                        Title: President


WITNESS:                                TENANT
                                        SYTEL, INC., a Maryland corporation


/s/ Renee D. Williams                   By: /s/ Valerie J. Lyons
-------------------------------------       ------------------------------------
                                        Name: Valerie J. Lyons
                                        Title: President