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                                                                   Exhibit 10.12

                                      SM&A

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
                                       OF
                               BENNETT C. BEAUDRY


         This Amendment No. 1 to Employment Agreement (this "Amendment") is
entered into as of JANUARY 30, 2003 by and between SM&A, a California
corporation, ("SM&A"), and BENNETT C. BEAUDRY ("Employee"), with reference to
the following:

A.       SM&A and Employee are parties to that certain Employment Agreement
effective October 4, 2002 (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 subsection 6.3.

         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 such amendment to become
effective January 30, 2003:

1.       Section 6. Subsection 6.3 to the Original Agreement entitled
"Non-competition, Non-recruitment and Non-solicitation by Employee" shall be
amended and restated in its entirety as follows:

          6. Non-competition, Non-recruitment and Non-solicitation by Employee.

             6.3 Employee agrees that during the Employment and for two (2)
                 years after termination of the Employment, Employee shall not,
                 directly or indirectly, personally, or on behalf of or in
                 conjunction with any person or entity, use or rely in any
                 manner confidential and/or proprietary material or information
                 constituting trade secrets as defined in Paragraphs 7 and 8
                 herein to divert or take away any client or customer of the
                 Company.

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 remains in full
force and effect. The Original Agreement 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
1/30/03.

                                      SM&A

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

                                           /s/ Bennett C. Beaudry
                                      -----------------------------------------
                                               Bennett C. Beaudry