Exhibit 10.3



 Exhibit 10.3 
  
 ANALEX CORPORATION 
  
 FIRST AMENDMENT TO 
 SECURITIES REPURCHASE AGREEMENT 
  
 This First Amendment to Securities Repurchase Agreement (this “Amendment”), dated as of September 30, 2003, is by and among Analex
Corporation, a Delaware corporation (the “Company”), and the persons and entities listed on the signature pages hereto, each of which is herein referred to as a “Seller” and, collectively, as the
“Sellers”. 
  
 RECITALS

  
 WHEREAS, the Company and the Sellers
entered into that certain Securities Repurchase Agreement dated July 18, 2003 (the “Agreement”). 
  
 WHEREAS, capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

  
 WHEREAS, the Company and the Purchasers desire
to amend the 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. Agreement, Section 10. The
term “October 15, 2003” in the first sentence of Section 10 of the Agreement is hereby deleted and replaced with the term “November 18, 2003.” 
  
 2. Effectiveness of Amendment. This Amendment will be effective when (a) signed by the parties to the Agreement
required to amend the Agreement pursuant to the terms of Section 18 of the Agreement and (b) the first sentence of Section 15.18 of the Purchase Agreement is 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.”

  

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 3. 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. 
  
 4. 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. 
  
 5. Continuing Effect. Other than as set forth in this Amendment, all of the terms and conditions of the Agreement shall continue in full force and
effect. 
  
 * * * * * * * 
  

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 IN WITNESS WHEREOF, the parties have executed this First Amendment to Securities Repurchase Agreement as
of the date and year first above written. 
  

	 COMPANY:
  
 Analex Corporation

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

	 	 	 Sterling E. Phillips, Jr.
 President and Chief Executive Officer


  

	SELLERS:
		
	 	 	/s/    JON M. STOUT      
	 	

	 	 	Jon M. Stout, individually

  

		
	 	 	PATRICIA STOUT
	 	

	 	 	Patricia Stout, individually

  

		
	 	 	MARCUS STOUT
	 	

	 	 	Marcus Stout, individually

  

		
	 	 	SHAWNA STOUT
	 	

	 	 	Shawna Stout, individually

  

	Stout Dynastic Trust
		
	By:	 	/s/    JON M. STOUT      
	 	

	 	 	Jon M. Stout, Trustee

  

	S Co., LLC
		
	By:	 	/s/    JON M. STOUT      
	 	

	 	 	Jon M. Stout, Managing Partner

  

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