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                                                                    Exhibit 10.7

                                      SM&A

                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
                                       OF
                                 STEVEN S. MYERS

         This Amendment No. 3 to Employment Agreement (this "Amendment") is
entered into as of JANUARY 30, 2003 by and between SM&A, a California
corporation, (formerly known as Emergent Information Technologies, Inc., SM&A
Corporation) ("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 (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 6.2 and add 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 6.2 to the Original Agreement entitled
"Non-competition and Non-solicitation by Employee" shall be amended and restated
in its entirety and subsection 6.3 will be added as follows:

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

                  6.2. During the Employment and for a period of two (2) years
                  following the termination of the Employment, Employee shall
                  not, directly or indirectly, induce, solicit or influence or
                  attempt to induce, solicit or influence any person who is
                  engaged or employed by the Company (whether part-time or
                  full-time and whether as an officer, employee, consultant,
                  agent or advisor), to terminate his or her employment or other
                  engagement with the Company. Employee further agrees that,
                  during the term of this Agreement and for two (2) years after
                  termination of the Employment, Employee will not in any manner
                  seek to engage or employ any individual who is employed or
                  engaged by the Company, as an officer, employee, consultant,
                  agent or advisor for any person or entity other than the
                  Company.

                  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.

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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 together with Amendments No. 1 and 2, 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/ Cathy L. Wood
                                          --------------------------------------
                                              Cathy L. Wood
                                              Executive Vice President, Chief
                                              Financial Officer and Secretary

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


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