Exhibit 10.2



 Exhibit 10.2 
  
 ANALEX CORPORATION 
  
 FIRST AMENDMENT TO 
 SUBORDINATED NOTE AND SERIES A CONVERTIBLE PREFERRED 
 STOCK PURCHASE AGREEMENT 
  
 This First Amendment to Subordinated Note and Series A Convertible Preferred Stock Purchase Agreement (this “Amendment”), dated as
of September 30, 2003, is by and among Analex Corporation, a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto, each of which is herein referred to as a
“Purchaser” and, collectively, as the “Purchasers”. 
  
 RECITALS 
  
 WHEREAS, the Company and the Purchasers entered into that certain Subordinated Note and Series A Convertible Preferred Stock Purchase Agreement dated July 18, 2003 (the “Purchase
Agreement”). 
  
 WHEREAS, capitalized
terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. 
  
 WHEREAS, the Company and the Purchasers desire to amend the Purchase Agreement in the manner described below. 
  
 AGREEMENTS 
  
 NOW, THEREFORE, for and in consideration of the
mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows: 
  
 1. Purchase Agreement, Section 15.18. The first sentence of Section
15.18 of the Purchase Agreement is hereby deleted and replaced with the following three sentences: 
  
 “This Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to or on the Closing Date by the
Purchasers if approval of the transactions contemplated hereby is not obtained by the Company from its stockholders prior to November 18, 2003. This Agreement may be terminated and the transactions contemplated herein may be abandoned at any time
prior to or on the Closing Date by the Company if approval of the transactions contemplated hereby is not obtained by the Company from its stockholders prior to December 31, 2003. For the avoidance of doubt, if the Company terminates this Agreement
pursuant to the terms of this Section 15.18, the Purchasers shall not be required to pay the Break Up Fee pursuant to the terms of Section 15.17.” 
  

 1 








 2. Purchase Agreement, Exhibit T. Exhibit T to the Purchase Agreement is hereby deleted and
replaced in its entirety with Exhibit T attached hereto. 
  
 3.
Effectiveness of Amendment. This Amendment will be effective when signed by the parties to the Purchase Agreement required to amend the Purchase Agreement pursuant to the terms of Section 15.8 of the Purchase Agreement. 
  
 4. Governing Law. This Amendment shall be governed by and construed
under the laws of the State of Delaware, excluding the application of any conflicts of laws principles which would require the application of the laws of another state. 
  
 5. Counterparts. This Amendment may be executed in two or more counterparts each of which shall be deemed an original
but all of which together shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. 
  
 6. Continuing Effect. Other than as set forth in this Amendment, all of the terms and conditions of the Purchase Agreement shall continue in
full force and effect. 
  
 {signature on following pages}

  

 2 








 IN WITNESS WHEREOF, the parties have executed this First Amendment to Subordinated Note and Series A
Convertible Preferred Stock Purchase Agreement as of the date and year first above written. 
  

	 The Company:
  
 ANALEX CORPORATION

		
	By:	 	/s/    STERLING E. PHILLIPS, JR.
	 	

	 Name:
 Title:
	 	 Sterling E. Phillips, Jr.
 Chief Executive Officer



  
  

	 The Purchasers:
  
 PEQUOT PRIVATE EQUITY FUND III, L.P.

		
	By:	 	 Pequot Capital Management, Inc.,
 its Investment Manager



  

		
	 	 	/s/    RICHARD JOSLIN
	 	

	 Name:
 Title:
	 	 Richard Joslin
 Principal



  

	PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P.
		
	By:	 	 Pequot Capital Management, Inc.,
 its Investment Manager



  

		
	By:	 	/s/    RICHARD JOSLIN
	 	

	 Name:
 Title:
	 	 Richard Joslin
 Principal



  

 3 








 EXHIBIT T 
  
 Use of Proceeds 
  
 The Company shall use the net proceeds from the sale and issuance of Notes and the Shares pursuant to this Agreement to repay in full the aggregate outstanding amount of
principal under and interest on the following promissory note issued by the Company to the United States Department of Justice (in the original principal amount of $1,854,693) in connection with the Settlement Agreement. 
  

 4