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                                                                   Exhibit 10.10



                                      SM&A

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
                                       OF
                                  CATHY L. WOOD

        This Amendment No. 1 to Employment Agreement (this "Amendment") is
entered into as of October 4, 2002 by and between SM&A, a California corporation
formerly known as Emergent Information Technologies, Inc. ("SM&A"), and Cathy L.
Wood ("Employee"), with reference to the following:

A. SM&A and Employee are parties to that certain Employment Agreement effective
November 1, 2001 (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 Employee's compensation.

        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, with each such amendment to become
effective September 30, 2002:

        1. Term. Section 1.2 of the Employment Agreement shall be amended and
restated to read in its entirety as follows:

               1.2. This Agreement shall be effective as of November 1, 2001
        (the "Effective Date") and shall terminate on December 31, 2004 unless
        sooner terminated pursuant to the terms set forth below.

        2. Incentive Compensation. Paragraph 2 of Exhibit A to the Employment
Agreement entitled "Incentive Compensation" shall be amended and restated to
read in its entirety as follows:

        2. INCENTIVE COMPENSATION. In addition to the Base Salary described
        above, Employee will receive incentive compensation in the amount of
        1.5% of the Company's earnings before interest, taxes, depreciation and
        amortization charges ("EBITDA") for each calendar quarter. The incentive
        compensation to be received for any calendar quarter shall be paid to
        employee within 45 days after the end of that calendar quarter.

        3. Options. A new paragraph shall be added to the end of Exhibit A to
the Employment Agreement, which paragraph shall read in its entirety as follows:

        7. OPTIONS. The Board of Directors has approved the grant to Employee
        under the Company's Amended and Restated 1997 Stock Option Plan (i) on
        September 30, 2002, a stock option to purchase up to 50,000 shares of
        Common Stock, and (ii) on each annual anniversary of September 30, 2002
        on which Employee continues to be employed by the Company, a stock
        option to purchase up to 50,000 shares of Common Stock. The exercise
        price of each stock option shall be equal to the fair market value of
        the Common Stock on the date of grant and the options shall each vest
        (i.e., become exercisable) in sixteen equal quarterly installments,
        commencing on the three-month anniversary of the date of grant. Such
        stock options shall be in the form generally approved for grants to
        officers of the Company; provided, however, that such stock options
        shall vest in full upon the occurrence during the term of the employment
        agreement to which this Exhibit A is attached of a Change of Control (as
        defined in such employment agreement).

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        4. 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) and this Amendment constitute the entire agreement among the parties
with respect to the subject matter hereto and supersedes 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
October 4, 2002.


                                            SM&A



                                            By:       /s/ Steven S. Myers
                                               ---------------------------------
                                                   Steven S. Myers
                                                   Chairman, President and
                                                   Chief Executive Officer

                                                     /s/ Cathy L. Wood
                                            ------------------------------------
                                            Cathy L. Wood



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