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                                                            EXHIBIT 10.15(c)
                                                            ----------------

                                AMENDMENT NO. 1
                                      TO
                           ASSET PURCHASE AGREEMENT
                                BY AND BETWEEN
                        SPACE APPLICATIONS CORPORATION
                                      AND
                      APPLIED RESEARCH OF MARYLAND, INC.


     THIS AMENDMENT NO. 1, dated as of April 11, 1997, by and between SPACE
APPLICATIONS CORPORATION and APPLIED RESEARCH OF MARYLAND, INC.

                                   RECITALS
                                   --------
     WHEREAS, the parties hereto executed and delivered the Asset Purchase
Agreement, dated March 3, 1997, and now wish to amend certain of the
provisions of and Schedules to that Asset Purchase Agreement.  Unless
otherwise defined herein, capitalized terms shall have the meanings given them
in the Asset Purchase Agreement

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree to amend the Asset
Purchase Agreement as follows:

1.   Section 1.1 shall be amended by revising the definition of Deferred
Payments to read as follows:

          "`Deferred Payments' shall mean the components of the Purchase
     Price referred to in items B, D and F of the definition of Purchase
     Price herein which are payable after the Closing Date."

2.   Section 1.1 shall be amended by revising the definition of Purchase Price
to read as follows:

           "`Purchase Price' shall mean payments and assumption of specified
liabilities in an amount totaling up to One Million Seven Hundred Fifty
Thousand and No/100 dollars ($1,750,000.00). The Purchase Price shall consist
of the following items:

     A.   A deposit (the "Deposit") in the amount of Fifty Thousand and No/100
          dollars ($50,000.00) paid to the Escrow Agent upon execution of this
          Agreement and held in an interest-bearing deposit account.  The
          Deposit shall be released and paid to the Internal Revenue Service
          ("IRS") at Closing with any accrued interest being applied to the
          payment next due pursuant to item D below;

     B.   A payment to the Plan in the amount of Five Hundred Thirty Thousand
          Nine Hundred Seventeen and No/100 dollars ($530,917.00), to be paid,
          without interest, as follows: $398,617.00 shall be paid to the Plan
          at Closing (the "Initial Plan Payment"); $34,900.00 shall be paid to
          the Plan no later than the first anniversary of the Closing Date;
          $34,900.00 shall be paid to the Plan no later than the second
          anniversary of the Closing Date; and $62,500.00 shall be paid to the
          Plan no later than the third anniversary of the Closing Date;

     C.   An assumption of liabilities of Seller to its Employees for
          liabilities of Seller to its Employees for accrued and unpaid
          vacation liabilities ("Vacation Liability") in an amount not to
          exceed Two Hundred Fifty-Five Thousand Two Hundred and No/100
          dollars ($255,200.00), to be paid or provided for by Purchaser to
          such Employees in accordance with the Purchaser's existing vacation
          policy as though such Vacation Liability had accrued under such
          policy; provided that Purchaser shall not be required to make any
          cash payments for Vacation Liability exceeding, in the aggregate,
          $127,600.00 within less than one year following the Closing Date;
          and further provided that Purchaser shall not require that any cash
          payments for Vacation Liability be paid for across a period greater
          than two years following the Closing Date (the "Assumed Vacation
          Liability"); 

     D.   Payment to the Seller of the aggregate amount of Five Hundred
          Seventy-Eight Thousand Eight Hundred Eighty-Three and No/100 dollars
          ($578,883)for the IRS, to be paid, without interest as follows:
          $539,000.00 shall be paid at the Closing; and $39,883.00 shall be
          paid no later than the third anniversary of the Closing Date;

     E.   Payment to the Seller of the aggregate amount of Twenty Thousand and
          No/100 dollars ($20,000.00) for the IRS, $10,000.00 of which is
          pursuant and subject to the Consulting and Non-Compete Agreement
          with Dr. Anand and $10,000.00 of which is pursuant to the Non-
          Compete covenants of Seller in Section 10.1 of this Agreement (the
          "Assigned Non-Compete Payments") to be paid at the Closing;

     F.   Payment to the Seller of the aggregate amount of Two Hundred Sixty-
          Five Thousand and No/100 dollars ($265,000.00) for allowed
          administrative expenses incurred by the Seller in the Bankruptcy
          Case, to be paid, without interest as follows:  $242,383.00 shall be
          paid at the Closing; and $22,617.00 shall be paid no later than the
          third anniversary of the Closing Date; and

     G.   Purchaser shall reimburse Seller's Employees for their prepetition
          travel expenses in an aggregate amount not to exceed Fifty Thousand
          and No/100 dollars ($50,000.00) for all such Employees."

3.   Section 8.8 shall be amended by adding the following to the end of such
Section:

          "Provided that all other conditions to the Purchaser's
     obligations set forth in Article VIII shall have been satisfied or
     waived, and the Purchaser and its counsel have received no objection
     to the form of novation presented to a party to any Project
     Contract, the Purchaser shall deposit funds, and the Seller shall
     deposit all of its Closing deliveries, into escrow, pursuant to
     terms reasonably satisfactory to the parties and their counsel,
     pending delivery of all such novation agreement with respect to the
     Project Contracts."

4.   Section 8.19 shall be amended to read as follows:

          "8.19  CLOSING DATE.  The Closing shall have occurred on or
     before May 30, 1997."

5.   Section 10.6 shall be amended by adding the following to the end of such
Section:

          "In order to facilitate the foregoing, the Seller shall
     cooperate with the Purchaser, and execute and deliver, or cause to
     be executed and delivered, all such other instruments, including
     closeout certificates, instruments of conveyance, assignment and
     transfer, and one or more power or powers of attorney appointing the
     Purchaser, or its designee or designees, the lawful attorney-in-fact
     and agent of the Seller to execute any of the foregoing on the
     Seller's behalf and in its name, and take all such other actions as
     may be reasonably requested by the Purchaser from time to time,
     consistent with the terms of this Agreement, to effectuate the
     purposes and provisions of this Agreement.  In order to facilitate
     the foregoing the Seller shall maintain its corporate existence for
     a period of not less than one (1) year following the Closing Date."

6.   The Final Disclosure Schedule shall be amended as set forth in the
Exhibit to this Agreement.

7.   Except as modified by this Amendment No. 1, the Asset Purchase Agreement
remains in full force and effect.
     
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on their respective behalf, by their respective officers thereunto
duly authorized, all as of the day and year first above written.

                                   SELLER:
     
                                   APPLIED RESEARCH OF MARYLAND INC.
     
     
                                   By _______________________ (Seal)
     
                                   Title: __________________________
     
     
                                   PURCHASER:
     
                                   SPACE APPLICATIONS CORPORATION
     
     
                                   By _______________________ (Seal)
     
                                   Title: __________________________
     
     
Agreed and consented to:           __________________________ (Seal)
                                   DR. S.P.S. ANAND