EXHIBIT 10.9

                  EXTENSION AND MODIFICATION OF LOANS AGREEMENT
                  ---------------------------------------------


     SOUTHTRUST  BANK, a state banking corporation, formerly known as SouthTrust
Bank,  N.A.  and  SouthTrust Bank, National Association, whose address is 112 W.
23rd  Street, Panama City, FL 32405 (the "Bank"); DONAL R. MYRICK, an individual
whose  place  of residence is 511 Circle Avenue, Ft. Walton Beach, Florida 32548
(collectively,  the  "Guarantor");  and  Spectrum  Science  &  Software, Inc., a
Florida  corporation  having  its principal place of business at 91 Hill Avenue,
Ft. Walton Beach, Florida 32548 (the "Company") hereby enter into this Extension
and  Modification  of  Loans  Agreement  (this  "Agreement") on this 31st day of
January,  2003 (the "Effective Date").  The Bank, the Guarantor, and the Company
are  sometimes  referred  to collectively as the "Parties" and the Guarantor and
the  Company  are  sometimes  referred  to  collectively  as  the  "Obligors".

     IN  CONSIDERATION  of  Ten  and  No/100 Dollars and other good and valuable
consideration,  the receipt and sufficiency of which is acknowledged and agreed,
the  Parties  agree  as  follows:

1.     BACKGROUND  FACTS.  The  following  facts  are true and correct as of the
       -----------------
date  hereof:

     A.   The  Parties  previously  entered into a certain Forbearance Agreement
          dated February 28, 2002, a Second Forbearance Agreement dated June 13,
          2002  and  a  Third  Forbearance Agreement dated November 4, 2002 (the
          "Prior  Agreements").  Copies  of  the  Prior  Agreements are attached
          hereto  as,  collectively,  Exhibit  "A".

     B.   The  loans  which are outstanding as between the Bank and Obligors are
          more  specifically  described  in  the  First  Forbearance  Agreement,
          described  in  1A  above, and are sometimes referred to hereinafter as
          the  First  $1,000,000.00  Line,  the  Second  $1,000,000.00 Line, the
          Hundred  Thousand  Dollar ($100,000.00) Note, the Equipment Term Note,
          the  Real Estate Note and the One Hundred Ninety Eight Thousand Dollar
          ($198,000,00)  Note  and One Hundred Forty Five Thousand ($145,000.00)
          Note, (referred to collectively herein as the "Notes" and individually
          as  a  "Note")  and  the  indebtedness  evidenced  by  each Note being
          referred  to  as  a  "Loan"  and  collectively as "the Loans", and all
          documents  relating  to and evidencing the Loans referred to herein as
          the  "Loan  Documents".  The  First  $1,000,000.00  Line,  the  Second
          $1,000,000.00  Line, the $100,000.00 Note and the $145,000.00 Note are
          the  Loans  being  hereby  extended  and  modified and are referred to
          collectively  as  the  "Priority  Loans."

     C.   Each  of  the  Loans  and  all  of the obligations thereunder were and
          continue  to  be  guaranteed  by  the  Guarantor.


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     D.   The  Obligors'  obligations  under the terms of the Loans and the Loan
          Documents  are  and  continue  to  be secured by grants and pledges of
          mortgage  lien  and  other  security interests and certain collateral,
          (collectively  "the Collateral") all as is more fully set forth in the
          First  Forbearance  Agreement  and  in  the  Loan  Documents.

     E.   As  of January 15, 2003, the total amounts due and owning on the Notes
          as  principal  and  interest  are described on Exhibit "A" hereto. The
          amounts shown on Exhibit "A" do not include late fees, attorney's fees
          and  costs  of  collection  and  other obligations associated with the
          Notes  or  Loans.

     F.   As  of  the  date of this Agreement, the Obligors are in default under
          all  of  the Priority Loans and the Bank has the right to foreclose on
          the  Collateral  and  to proceed to collect the debt owed to it by the
          Obligors  by  legal  process or through other remedies available to it
          pursuant  to  the  Loan  Documents  and  applicable  law.

     G.   The  Obligors  have  requested  that  the Bank enter into an agreement
          whereby  the  Bank  will agree to extend and modify the Priority Loans
          upon  the  terms  expressed  herein,  in  exchange  for  certain
          considerations  extended  by the Obligors, all as is more particularly
          set  forth  in  this  Agreement.

2.     EXTENSION  OF  MATURITY DATE OF LOANS.   The maturity date of each of the
       --------------------------------------
Priority  Loans is hereby extended through and until close of business, July 25,
2003,  (the  "Extended  Maturity Date"), at which time all then unpaid principal
plus  all  accrued and unpaid interest under the Priority Loans shall be due and
payable  by  the  Obligors  to  the  Bank.

3.     PAYMENTS  ON  THE  LOANS.
       -------------------------

     A.   Obligors  shall  make one (1) lump-sum payment per month in the amount
          of Sixty Thousand Dollars ($60,000.00) on the Priority Loans, with the
          first payment being due February 25, 2003 and like payments due on the
          25th day of March, April, May and June, 2003 ("Monthly Payments"), and
          with  a  final  payment  due July 25, 2003 as described in paragraph 2
          above.  The  Bank will apply the Monthly Payments first to accrued and
          unpaid interest then to principal, and will apply the Monthly Payments
          to  the Priority Loans in the priority and proportion as determined by
          the  Bank  in  its  sole  discretion.

     B.   The  Bank  shall have the right but not the obligation to set off from
          the  Spectrum  Demand Deposit Account No. 68284672 (the "DDA Account")
          the  amount of the Monthly Payments, however any such set off from the
          DDA Account and application of payments shall not relieve the Obligors
          of  the  obligation  of  insuring that the Monthly Payments are timely
          made  to  the  Bank.

     C.   During the period from the date of this Agreement through the Extended
          Maturity  Date,  the  Obligors  shall  maintain  current all regularly
          scheduled  payments  of principal and interest on all Loans other than
          the  Priority  Loans.


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     D.   The Bank acknowledges that Borrower, as of the date of this Agreement,
          has  paid  interest  current on the Priority Loans through January 25,
          2003  and  that all Loans other than the Priority Loans are current as
          of  date  of  this  Agreement.

4.     DRAW  DOWN.  From  date  of this Agreement through and until the Extended
       ----------
Maturity  Date, the Company will not be entitled to draw down any further funds,
or  receive  any  additional  funds  on  or  on  account  of  any  of the Loans.

5.     CROSS-DEFAULT.  Guarantor  and  the Company each expressly agree that all
       --------------
of  the  Loans are cross-defaulted with one another, and Obligors agree that the
occurrence  of an Event of Default as defined in, and pursuant to any one of the
Notes  or  the Loan Documents pertaining to such Loan, which is not cured within
applicable  grace  or  curative  periods, shall constitute an immediate Event of
Default  (without need of notice or the expiration of any additional cure period
other  than  specified  in  such  Loan Documents) under the other Notes and Loan
Documents.

6.     CROSS-COLLATERALIZATION.  Guarantor  and the Company each expressly agree
       -----------------------
that  all  of  the Loans are cross-collateralized with one another, and Obligors
agree that the collateral described in each of the Loan Documents shall continue
to  secure  each  of  the  Loans,  and  shall secure, in addition to the Loan it
relates  to,  the  obligations  of  Obligors  under  the  other  Loan  Documents
including, without limitation, the Company's obligation to pay the principal and
interest  on  each  of  the  other  Loans, as the same may hereafter be renewed,
modified,  amended  or  extended,  and  to  pay all other indebtedness and other
agreed  charges  and  to perform all of the terms and conditions under the other
Loan  Documents.

7.     RAYTHEON  RENTAL PAYMENTS.   All rental payments to the Company which are
       --------------------------
due  or which are to be made to the Company from the Company's tenant, Raytheon,
will  continue  be  paid  directly  to  SouthTrust, deposited into the Company's
account,  and  will  be available for use by the Company for legitimate business
operating  expenses.  If Obligors have not as of date of this Agreement done so,
the Obligors shall cause Raytheon to deliver to SouthTrust, within ten (10) days
of  the  Effective  Date of this Agreement, a letter of attornment and estoppel,
all  in  form  acceptable  to  SouthTrust,  regarding  the lease obligations and
payments.

8.     PRIOR  AGREEMENT  PROVISION.  The  Bank  and  the  Obligors  reaffirm the
       ----------------------------
continuing  effectiveness  of  paragraph  6 of the February 28, 2002 Forbearance
Agreement.

9.     ADDITIONAL  OBLIGATIONS.  The  Obligors  understand  and  agree  that
       -----------------------
obligations  which  are  due  under the terms of the Loans shall and do include,
       --
without  limitation,  all  attorneys' fees and costs associated with negotiation
and  preparation  of  this  Agreement,  the  Prior Agreements, and all documents
associated  therewith.

10.     IMPAIRMENT OF COLLATERAL.  From date of this Agreement through and until
        ------------------------
the  Extended  Maturity  Date,  the  Obligors shall take no action whatsoever to
impair  any  of the Bank's Collateral as described in any of the Loan Documents,
in  this  Agreement  or  in  the   Prior  Agreements.


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11.     NO  WAIVER.  The  Bank  has not waived and it is not now waiving (nor is
        ----------
anyone  acting  on  its  behalf)  any  default  on Obligors' part which may have
occurred prior to date of this Agreement under any of the Loan Documents, and no
act or omission by the Bank or on its behalf shall constitute or be construed as
a waiver of any past or presently existing or hereafter arising default (whether
or  not  similar  to  Obligors'  past  or  present  conduct), nor as a waiver or
modification  of  any  remedies now or hereafter available to the Bank.  Without
limiting  the  generality  of  the foregoing, the Bank specifically reserves the
right  to  insist on strict compliance with the terms of the Loan Documents, and
this Agreement and the Obligors expressly acknowledge hereby such reservation of
rights  by  the Bank.  Further, the Bank specifically reserves all rights to all
remedies available to it under applicable law regarding all prior defaults under
the  Loan  Documents.

12.     RELEASE  OF  CLAIMS.  Obligors,  jointly  and  severally,  hereby waive,
        -------------------
relinquish  and release all claims, counterclaims, causes of action and defenses
of  every  kind  or  nature,  at  law  or  in  equity, whether known or unknown,
liquidated  or  contingent,  foreseen  or  unforeseen,  in  contract,  tort  or
otherwise,  now  or  arising out of or relating to any agreement, transaction or
dealing  between Obligors and the Bank (on or before the date of this Agreement)
and  hereby  release  the  Bank  and  its  stockholders,  directors,  officers,
employees,  insurers,  contractors,  subcontractors,  attorneys  and  agents  in
respect  of  any  such claims, counterclaims, causes of action and defenses from
the  beginning of the world to the date of this Agreement.  Without limiting the
generality  of the foregoing, Obligors have no defenses, counterclaims, right of
offset  or  similar rights or claims against the Bank.  Obligors also agree that
the  Bank shall be entitled to relief from any automatic stay imposed by Section
362  of  Title  11  of  the  United  States Code, as amended or otherwise, on or
against  the exercise of the rights and remedies otherwise available to the Bank
under  this  Agreement or any other agreement, and as otherwise provided by law,
and  Obligors  hereby  waive the benefits of such automatic stay and consent and
agree  to  raise  no  objection  to  such  relief.

13.     GOVERNING  LAW.  The validity, interpretation, enforcement and effect of
        --------------
this  Agreement  shall be governed by, and construed in accordance with the laws
of  the  State  of  Florida.

14.     DEFAULT.  Notwithstanding  anything  to  the any other provision hereof,
        -------
this  Agreement  and  the  Bank's  obligations  hereunder  shall  automatically
terminate  and become null and void, and the Notes and the Obligations evidenced
thereby,  and  all  security instruments securing same, shall immediately become
due,  payable  and  enforceable  if any of the following events shall occur: the
Company  or  the  Guarantor  becomes  insolvent;  the  Company  or the Guarantor
executes an assignment for the benefit of creditors; a receiver is appointed for
the  Company's  or  the  Guarantor's  property;  a  petition  is filed under any
provision  of the United States Bankruptcy Code by or against the Company or the
Guarantor;  any  of the Company's or the Guarantor's property (including without
limitation  the  Collateral) is attached.  Any default under any of the terms of
the  Loan  Documents  shall  also  constitute  a default under the terms of this
Agreement.


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15.     SEVERABILITY.  Should  any  paragraph,  provision  or  clause  in  this
        ------------
Agreement  be  found to be ineffective, invalid, or unenforceable, the remainder
of  this  Agreement  shall  be  valid  and  enforceable,  and  the Parties shall
negotiate,  in  good  faith, a substitute, valid and enforceable provision which
most  nearly  effects  the  Parties'  intent  in  entering  into this Agreement.

16.     ENTIRE  AGREEMENT.  This  Agreement  constitutes the entire agreement of
        -----------------
the  Parties  as  to the subject matter hereof.  Except as expressly modified by
this  Agreement,  the  terms,  provisions,  covenants and conditions of the Loan
Documents  shall remain unchanged and are hereby ratified and confirmed as being
in  full  force  and  effect.

17.     VOLUNTARY EXECUTION.  This Agreement is executed voluntarily and without
        -------------------
any  duress  or undo influence on the part or behalf of the Parties hereto.  The
Parties  acknowledge  that:

     (a)     They  have  read  this  Agreement;

     (b)  They  have  been  represented  in  the  preparation,  negotiation  and
          execution  of  this Agreement by legal counsel of their own choice, or
          they  have  voluntarily  declined  to  seek  such  counsel;

     (c)  They  understand  the  terms and consequences of this Agreement and of
          the  releases  and  waivers  it  contains;

     (d)  They  are  fully  aware  of  the  legal  and  binding  effect  of this
          Agreement.

18.     VENUE.  If  any  action shall be brought by any of the Parties under the
        -----
terms  of  or  seeking  to  enforce this Agreement, the Parties hereby expressly
agree  that venue and jurisdiction shall be proper only in the Circuit Courts of
Bay  County  in  Florida.  The Parties hereby expressly waive any right they may
have  to  require  venue  or  jurisdiction  to lie in any other place or locale.

19.     NOTICES.  Any  notice,  request,  instruction,  or  other document to be
        -------
delivered  hereunder  shall  be  deemed  sufficiently  given  if  in writing and
delivered  personally  or  mailed  by  certified  mail,  postage prepaid, to the
addresses  for  the  parties  first  appearing above.  All payments due from the
Company  to  the Bank shall be made by cash, certified check or other good funds
and  delivered  on  or  before  the  due  date.

20.     WAIVER.  No  delay  or  failure by any Party to exercise any right under
        ------
this  Agreement,  and  no  partial  or  single  exercise  of  that  right, shall
constitute  a  waiver  of  that  or  any other right, unless otherwise expressly
provided  herein.

21.     TIME  OF  THE  ESSENCE.  Time is of the essence as to this Agreement and
        ----------------------
all  performances  hereunder.

22.     GENDER.  The use of any gender in this Agreement shall include all other
        ------
genders.  The  singular  shall  include  the  plural.


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23.     COUNTERPARTS.  This  Agreement  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.

24.     BINDING  EFFECT.  This  Agreement shall be binding upon and inure to the
        ---------------
benefit  of  the  Parties  hereto and their respective heirs, estates, legal and
personal  representatives,  successors  and  assigns.

25.     ATTORNEYS  FEES.  In  the  event  of any litigation or other enforcement
        ---------------
action  of  any  type  pertaining in any way to this Agreement, the transactions
contemplated hereby, or any other agreement related hereto, the prevailing Party
shall  be  entitled  to the payment of his, her or its attorneys' fees and court
costs  incurred  at  all  trial  and appellate levels of the litigation or other
proceeding,  or  any  enforcement  action  by  the  non-prevailing  Party.

26.     FUTURE ASSURANCES.  Each Party hereto covenants and agrees that he or it
        -----------------
will at any time and from time to time do such acts and execute, acknowledge and
deliver,  or  cause  to  be  delivered,  such  documents  as may be necessary or
desirable  in  order  to  carry  out fully and effectuate the accommodations and
agreements  contemplated  by  this  Agreement.

27.     WAIVER  OF  JURY  TRIAL.  THE  BANK AND THE OBLIGORS MUTUALLY AGREE THAT
        -----------------------
THEY  WAIVE  ALL  RIGHTS TO A TRIAL BY JURY IN THE EVENT OF ANY DISPUTE OR COURT
ACTION  ARISING FROM, GROWING OUT OF, OR RELATED TO THIS AGREEMENT OR THE LOANS.
THE  PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A SIGNIFICANT CONSIDERATION TO, AND
A  MATERIAL,  INDUCEMENT  FOR  THE  PARTIES  TO  ENTER  INTO  THIS  AGREEMENT.

28.     SPECIAL  PROVISIONS.  In  addition  to any prohibitions, restrictions or
        --------------------
events  of  default  contained  in  any  of  the  Loan Documents relating to the
contents  of this paragraph 28, the Obligors hereby specifically agree that they
shall  not,  without  the  prior  written  consent  of  the  Bank,  which may be
unreasonably  withheld, take any further action whatsoever to: merge the Company
into  another  company;  or merge another company into the Company or; cause the
Company  to  become  a  wholly  owned  subsidiary or owned subsidiary of another
company or entity; or cause any change in control of more than 25% of the common
stock  or  preferred  stock  of  the  Company;  or  initiate  any further action
whatsoever  which  if completed would result in a change of name of the Company;
or initiate any further action related to the status of the stock of the Company
with  respect to its trade either "over the counter" or on one of the recognized
national  exchanges in the United States or abroad; or initiate any action which
would  if  completed  result  in  a reorganization of any kind whatsoever of the
Company;  or  cause  a  change in the management or officers or directors of the
Company.  Any  breach  of  any of the terms and conditions of this paragraph, or
any  similar  provision  in any of the Loan Documents, will constitute a default
under  the  terms  of  the  Loan  Documents  entitling the Bank, without further
notice,  to  take advantage of such remedies as are available to it at law or in
equity with respect to the Loan Documents.  Nothing herein shall be construed as
a  waiver  of any default on Obligors' part which may have occurred prior to the
date  of  this  Agreement  under  any  of  the  Loan  Documents.


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     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the  first  date  set  forth  above.
Signed,  sealed  and  delivered
in  the  presence  of:

                                              SOUTHTRUST  BANK


                                              By:  /S/  Russell  R.  Enfinger
-------------------------------                    --------------------------
(name)                                        Russell  R.  Enfinger
                                              Senior  Vice  President


                                              GUARANTOR


             /S/  Tracy  Walker               /S/  Donal  R.  Myrick
-------------------------------               --------------------------
(name)                                        Donal  R.  Myrick
            /S/  Kavin  McTear
-------------------------------
(name)


                                              SPECTRUM SCIENCES & SOFTWARE, INC.


            /S/  Tracy  Walker                By:    /S/  Donal  R.  Myrick
-------------------------------                      --------------------------
(name)                                        (name)  Donal  R.  Myrick
                                              Its:   President

            /S/  Kavin  McTear
-------------------------------
(name)
                                              and


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        /S/  Andra  Fitzgerald                By:  /S/  Donald  L  Garrison
-------------------------------                    ----------------------------
(name)                                        (name)  Donald  L.  Garrison
                                              Its:   Chief  Operating  Officer

          /S/  Dana  Paschall
------------------------------
(name)



STATE  OF  FLORIDA
COUNTY  OF  BAY

     The  foregoing  instrument  was  acknowledged before me this _______ day of
___________, 2003, by Russell R. Enfinger, as Senior Vice President of the Bank,
on  behalf  of  the  Bank,  who:  (notary  MUST  check  applicable  line)

_____     is  personally  known  to  me.
_____     produced  a  current  Florida  driver's  license  as  identification.
_____     produced  _____________________________  as  identification.


                                      /S/  Andra  C.  Fitzgerald
                                      --------------------------
                                      Notary  Public
                                      My  Commission  Expires:



STATE  OF
COUNTY  OF

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
________,  2003,  by  Donal  R.  Myrick,  individually,  who: (notary MUST check
applicable  line)

_____     is  personally  known  to  me.
_____     produced  a  current  driver's  license  as  identification.
_____     produced  _____________________________  as  identification.


                                      /S/  Andra  C.  Fitzgerald
                                      --------------------------
                                      Notary  Public
                                      My  Commission  Expires:


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STATE  OF  FLORIDA
COUNTY  OF

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
________,  2002,  by  Donal  R.  Myrick,  as  President  of  Spectrum Sciences &
Software,  Inc.,  a  Florida  corporation,  on  behalf  of the corporation, who:
(notary  MUST  check  applicable  line)

_____     is  personally  known  to  me.
_____     produced  a  current  Florida  driver's  license  as  identification.
_____     produced  _____________________________  as  identification.


                                      /S/  Annie  Raines
                                      --------------------------
                                      Notary  Public
                                      My  Commission  Expires:


STATE  OF
COUNTY  OF

     The  foregoing  instrument  was  acknowledged before me this _______ day of
________,  2003,  by  Donald  L.  Garrison,  Chief Operating Officer of Spectrum
Sciences,  who:  (notary  MUST  check  applicable  line)

_____     is  personally  known  to  me.
_____     produced  a  current  driver's  license  as  identification.
_____     produced  _____________________________  as  identification.


                                      /S/  Annie  Raines
                                      --------------------------
                                      Notary  Public
                                      My  Commission  Expires:


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