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                                                                   Exhibit 10.21

                                      SM&A

                     AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT
                                       OF
                                 STEVEN S. MYERS

      This Amendment No. 5 to Employment Agreement (this "Amendment") is entered
into as of August 9, 2004 by and between SM&A, a California corporation formerly
known as Emergent Information Technologies, Inc. ("SM&A"), and Steven S. Myers
("Employee"), with reference to the following:

A.    SM&A and Employee are parties to that certain Employment Agreement
effective February 1, 2000, as amended by Amendment No. 1 to Employment
Agreement dated as of December 29, 2000, Amendment No. 2 to Employment Agreement
dated as of January 11, 2002, and Amendment No. 3 to Employment Agreement dated
as of January 30, 2003 (as amended, the "Employment Agreement") pursuant to
which Employee has agreed to perform services for SM&A on the terms and
conditions set forth therein.

B.    Employee and SM&A desire to amend the Employment Agreement to reflect a
change in the term of the Employment Agreement and to reflect the correct date
of Amendment No. 4 to Employment Agreement.

      NOW, THEREFORE, in consideration of the promises and obligations contained
herein and in the Employment Agreement, SM&A and Employee agree to amend the
Employment Agreement as follows:

      1.    Date of Amendment No. 3 to Employment Agreement. The preamble of
Amendment No. 4 to Employment Agreement shall be amended to replace the date
"January 20, 2003" with the date "January 20, 2004" which new date reflects the
correct date of such amendment.

      2.    General. Headings used in this Amendment are for convenience only
and are not intended to affect the meaning or interpretation of this Amendment.
Except as set forth in this Amendment, the Employment Agreement shall remain in
full force and effect. The Employment Agreement (as superseded in part by this
Amendment), each prior amendment, and this Amendment constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede any and all other agreements, either oral or in writing, among the
parties with respect to the subject matter hereof. Each party represents and
warrants to the other that the Employment Agreement and this Amendment
constitute the legal, valid and binding obligation of such party, enforceable in
accordance with their terms. Any other amendment or modification may only be in
a writing executed by all of the parties hereto.

      IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
Aug. 9, 2004.

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                                      SM&A

                                      By: /s/ Cathy L. Wood
                                          -----------------
                                          Cathy L. Wood
                                          Executive Vice President and
                                          Chief Financial Officer

                                      /s/ Steven S. Myers
                                      -------------------
                                      Steven S. Myers

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