LEASE MODIFICATION AGREEMENT

         AGREEMENT made this 5th day of June, 1998 between the Landlord and
Tenant, modifying the existing Lease and Lease Modification Agreement, dated
April 16, 1997.

         WHEREAS, the Tenant is desirous of terminating the "Additional Lease"
spaces described in the Lease Modification Agreement dated April 16, 1997.

         NOW THEREFORE, in consideration of their mutual agreement, the parties
agree as follows:

         1.       The Landlord and Tenant hereby agrees to terminate the Lease
                  for the "First Additional Premises and Second Additional
                  Premises", as described in the Lease Modification Agreement.

         2.       The termination date is July 1, 1998.

         3.       The Tenant agrees to Lease the storage are designated as
                  Storage Area 2 in the basement for the sum of $100.00 per
                  month.

         4.       The Landlord and Tenant agree that the original premises will
                  remain with the Tenant, as described in the original Lease and
                  Lease Modification Agreement dated April 16, 1997.

         5.       The parties agree that Paragraph 8, 10, 11 of the Lease
                  Modification Agreement are void and no longer in effect.

         6.       In summary, Tenant will remain in its existing space until
                  April 30, 1999 for the monthly rent of $2,730.00 and lease the
                  storage space in the basement for an additional $100.00 per
                  month.

         7.       Tenant agrees to pay all current charges through May 31, 1998
                  by June 8, 1998, in the amount $6,760.25

         8.       Tenant agrees to pay June rent charges, Including Electric, in
                  the amount of $6,534.98 by June 15, 1998.

         9.       In all other respects and excepts as specially modified
                  herein, the Lease shall remain in full form and effect.

LANDLORD, 456 GLENBROOK ROAD ASSOCIATES

By:   /s/ Alex Goldblum
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          Alex Goldblum

TENANT, VC SOLUTIONS, INC.

By:   /s/ William E. Wheaton
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