EXHIBIT 10.8

                     Amendment to Loan and Security Agrement
                            With Silicon Valley Bank


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                           AMENDMENT TO LOAN DOCUMENTS


BORROWERS:                 MICROLOG CORPORATION
                           MICROLOG CORPORATION OF MARYLAND
                           OLD DOMINION SYSTEMS INCORPORATED OF MARYLAND

DATE:                      JANUARY 26, 2001

         THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank   ("Silicon")  and  the  borrowers  named  above  (jointly  and  severally,
"Borrower").

         The  parties  hereto  agree to amend  the Loan and  Security  Agreement
between  them,  dated  March  24,  1999  (as  previously   amended,   the  "Loan
Agreement"),  as follows,  effective as of the date hereof.  (Capitalized  terms
used but not defined in this Amendment  shall have the meanings set forth in the
Loan Agreement.)

         1.       AMENDMENT TO CREDIT LIMIT. Section 1 of the Schedule is hereby
                  amended to read as follows:

         "1.  CREDIT LIMIT

              (Section 1.1):       An amount  not to exceed  the  lesser of: (i)
                                   $1,000,000 at any one time  outstanding  (the
                                   "Maximum Credit  Limit");  or (ii) 75% of the
                                   amount of Borrower's Eligible Receivables (as
                                   defined in Section 8 above),  provided  that,
                                   at  no  time  shall  the  outstanding   Loans
                                   against  Receivables  owing  to Old  Dominion
                                   Systems  Incorporated  of  Maryland  ("ODSM")
                                   exceed the lesser of: (i)  $700,000;  or (ii)
                                   at any time,  75% of the sum of the four most
                                   recent RSE  Timecard  Summaries  submitted to
                                   ODSM by  Applied  Physics  Laboratory.  Loans
                                   will be made to each  Borrower  based  on the
                                   Eligible   Receivables   of  each   Borrower,
                                   subject to the Credit  Limit set forth  above
                                   for all Loans to all Borrowers combined.

              LETTER OF CREDIT
              SUBLIMIT

              (Section 1.5):       $500,000"
         2.       AMENDMENT TO FINANCIAL COVENANT.  Section 5 of the Schedule is
hereby amended to read as follows:

         "5. FINANCIAL
              COVENANTS
               (Section 5.1):      Borrower   shall  comply  with  each  of  the
                                   following  covenant(s).  Compliance  shall be
                                   determined  as of  the  end  of  each  month,
                                   except  as  otherwise  specifically  provided
                                   below:

                                      -1-

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              SILICON VALLEY BANK                    AMENDMENT TO LOAN DOCUMENTS
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              MINIMUM TANGIBLE

              NET WORTH:           As of each of the following dates, Borrower's
                                   Tangible  Net Worth shall be an amount  equal
                                   to at  least  the  sum  of:  (i)  the  amount
                                   opposite  such  date;  plus  (ii)  80% of all
                                   consideration   received  after  January  26,
                                   2001, for equity  securities and subordinated
                                   debt of the Borrower.

                                   January 31, 2001                   $1,800,000
                                   February 28, 2001                  $1,400,000
                                   March 31, 2001                     $1,400,000
                                   April 30, 2001                     $1,600,000
                                   May 31, 2001                       $1,100,000
                                   June 30, 2001                      $1,100,000
                                   July 31, 2001                      $1,500,000
                                   August 31, 2001                    $1,000,000
                                   September 30, 2001                 $1,000,000
                                   October 31, 2001                   $1,500,000
                                   November 30, 2001                  $1,500,000
                                   December 31, 2001                  $1,500,000
                                   January 31, 2002, and thereafter   $1,800,000

                                   In no event shall the amount of this  Minimum
                                   Tangible Net Worth covenant be decreased.

              DEFINITIONS.         For  purposes  of  the  foregoing   financial
                                   covenant(s),  the following  terms shall have
                                   the following meanings:
                                   "Liabilities" shall have the meaning ascribed
                                   thereto  by  generally  accepted   accounting
                                   principles.  "Tangible  Net Worth" shall mean
                                   the  excess  of  total   assets   over  total
                                   liabilities,  determined in  accordance  with
                                   generally  accepted  accounting   principles,
                                   with the  following  adjustments:  (A)  there
                                   shall be  excluded  from  assets:  (i) notes,
                                   accounts  receivable  and  other  obligations
                                   owing to the  Borrower  from its  officers or
                                   other  Affiliates,  and (ii) all assets which
                                   would  be  classified  as  intangible  assets
                                   under    generally    accepted     accounting
                                   principles,   including  without   limitation
                                   goodwill,   licenses,  patents,   trademarks,
                                   trade names, copyrights, capitalized software
                                   and   organizational   costs,   licenses  and
                                   franchises  (B) there shall be excluded  from
                                   liabilities:   all   indebtedness   which  is
                                   subordinated  to  the  Obligations   under  a
                                   subordination  agreement in form specified by
                                   Silicon  or by  language  in  the  instrument
                                   evidencing   the   indebtedness    which   is
                                   acceptable to Silicon in its discretion."

                                      -2-

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              SILICON VALLEY BANK                    AMENDMENT TO LOAN DOCUMENTS
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         3.       NEW MATURITY DATE.  Section  4  of  the  Schedule  is   hereby
amended in its entirety to read as follows:

         "4.  MATURITY DATE
                  (Section 6.1):      January  26,   2002,  subject   to   early
                                      termination  as  provided  in  Section 6.2
                                      above."
          4.  AUDIT FEES.  The  third  sentence  of  Section  5.4  of  the  Loan
Agreement, which currently reads

         "The foregoing  inspections  and audits shall be at Borrower's  expense
         and the  charge  therefor  shall  be $500 per  person  per day (or such
         higher amount as shall represent Silicon's then current standard charge
         for the same), plus reasonable out of pocket expenses."

is hereby amended to read as follows:

         "The foregoing  inspections  and audits shall be at Borrower's  expense
         and the  charge  therefor  shall  be $600 per  person  per day (or such
         higher amount as shall represent Silicon's then current standard charge
         for the same), plus reasonable out of pocket expenses."

         5. 21-DAY NOTICE OF REQUEST FOR LOANS.  Notwithstanding  any other term
or condition of the Loan Agreement,  including but not limited the terms of that
certain  Amendment  to Loan  Documents  dated  April 21,  2000 (the  "April 2000
Amendment"),  Borrower  hereby agrees to provide Silicon at least 21 days' prior
written notice of Borrower's  first request for a Loan subsequent to the date of
this Amendment, and Silicon shall have no obligation to make any Loan unless and
until Borrower has complied with such notice requirement.

         6. ELIMINATION  OF  WARRANT  PROVISION.  Section  6  of the  April 2000
Amendment (the "Warrant  Provision")  currently reads as follows:

                  "6. WARRANT. Borrower hereby agrees that, within 30 days after
         Silicon makes its first Loan to Borrower subsequent to the date of this
         Amendment, Borrower shall provide Silicon with a five-year warrant (the
         "Warrant") to purchase a sufficient number of shares of common stock of
         Borrower (the "Number of Shares"), at a sufficient price per share (the
         "Warrant  Price"),  so that the product of the Warrant Price multiplied
         by the Number of Shares is equal to at least two percent  (2.0%) of the
         Maximum  Credit  Limit in effect on the date of issuance of the Warrant
         (the "Issue  Date").  The terms of the Warrant  shall be set forth in a
         Warrant to Purchase  Stock and  related  documents  (including  but not
         limited  to  a  weighted   average   Anti-Dilution   Agreement   and  a
         Registration  Rights Agreement which grants  registration rights if the
         shares  issued upon  exercise of the Warrant are not then  eligible for
         resale under rule 144 of the Securities Act of 1933), without regard to
         volume  restriction,  which documents shall be customary and reasonable
         for  transactions  of this  nature and shall be  acceptable  to Silicon
         Valley in its  discretion.  The Warrant shall be deemed fully earned on
         the Issue  Date,  and shall be in addition  to all  interest  and other
         fees.  The forms of  documentation  required  pursuant to this  section
         shall be finalized  and agreed upon prior to the date of the first Loan
         to Borrower subsequent to the date of this Amendment."

                                      -3-

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              SILICON VALLEY BANK                    AMENDMENT TO LOAN DOCUMENTS
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         This will confirm that  Borrower and Silicon  hereby agree to eliminate
the Warrant  Provision,  and that the Warrant Provision is hereby eliminated and
shall have no further force or effect.

         4.   FEE. In  consideration  for Silicon  entering into this Amendment,
Borrower shall  concurrently  pay Silicon a fee in the amount of $35,000,  which
shall be  non-refundable  and in addition to all interest and other fees payable
to Silicon under the Loan Documents. Silicon is authorized to charge said fee to
Borrower's loan account.

         5.   REPRESENTATIONS TRUE.  Borrower represents and warrants to Silicon
that all  representations  and  warranties set forth in the Loan  Agreement,  as
amended hereby, are true and correct.

         6.   GENERAL PROVISIONS. This Amendment,  the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other written documents and agreements between Silicon and Borrower set forth in
full all of the  representations  and  agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions,  representations,
agreements  and  understandings  between the parties with respect to the subject
hereof.  Except as herein expressly amended,  all of the terms and provisions of
the Loan Agreement,  and all other documents and agreements  between Silicon and
Borrower  shall  continue  in full  force  and  effect  and the same are  hereby
ratified and confirmed.

   BORROWER:                                SILICON:

   MICROLOG CORPORATION                     SILICON VALLEY BANK

   BY  /s/ Kirk E. Isenbart                 BY  /s/ John Atanasoff
      ---------------------------------        ---------------------------------
   TITLE  Principal Financial Officer       TITLE  Vice President
         ------------------------------           ------------------------------


   BORROWER:                                BORROWER:

   MICROLOG CORPORATION OF                  OLD DOMINION SYSTEMS
   MARYLAND                                 INCORPORATED OF MARYLAND

   BY  /s/ Kirk E. Isenbart                 BY  /s/ Kirk E. Isenbart
      ---------------------------------        ---------------------------------
   TITLE  Principal Financial Officer       TITLE  Principal Financial Officer
         ------------------------------           ------------------------------

                                      -4-

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              SILICON VALLEY BANK                    AMENDMENT TO LOAN DOCUMENTS
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                                     CONSENT

         The  undersigned  guarantor   acknowledges  that  its  consent  to  the
foregoing  Amendment to Loan  Documents  is not  required,  but the  undersigned
nevertheless does hereby consent to the foregoing Agreement and to the documents
and agreements  referred to therein.  The Continuing Guaranty by the undersigned
and the  Borrowers,  and  any and all  other  documents  and  agreements  of the
undersigned  in favor of Silicon shall continue in full force and effect and the
same are hereby ratified and affirmed.


                                      SYSTEMS FINANCIAL

                                      By  /s/ Kirk E. Isenbart
                                         ---------------------------------------
                                      Title  Principal Financial Officer
                                            ------------------------------------






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