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Exhibit 99.1




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Lets be clear: this is a transparent, de
facto takeover attempt by four friends, whose ties to each other will make them anything but
independent and whose experience and track record in guiding a public company through the demands
expected by our stockholders today is severely limited and unacceptable to the remaining Board
members and Company leadership.




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Myers would have you believe that he can do a better job managing the finances of SM&A than
current management, but ask yourself  how can he say that when history shows otherwise?
 
    
    With one of his current nominees as chairman of the compensation committee, Myers
earned annual compensation of $1 million that was criticized by industry observers as
disproportionate and excessive. According to a report by Sidoti & Co., Mr. Myers, as CEO
of one of the smallest companies in our IT Services covered universe, was paid more than
almost every other CEO in the group.
    
    During the period in which he headed SM&A as a public company, Myers spent nearly $1.1
million of shareholder money so he could travel on private jets provided by an aviation
company in which he was the owner.
    
    While Myers professes to be interested in the Companys long-term value and touts his
stock holdings, he continues to dispose of shares even in a down market and at low prices.
He appears to be a short-term player who is selling, not buying.
    
    Myers idea of efficient cash deployment apparently includes four failed acquisitions,
$90 million in losses and a public company which was de-listed after 36 months of the
initial public offering. SM&As record during his tenure does not demonstrate effective
cost management.
    
    Myers track record clearly demonstrates a continual loss of talent and intellectual
property during his leadership which has directly resulted in the development of at least
five competing firms today.
  Myers would have you believe Colbaugh and other members of his slate provide credibility,
but ask yourself  do the following facts support that contention?
 
    
    As COO under Myers, Colbaugh helped take the company public in January 1998. Nine
months later guidance was substantially missed, laying the groundwork for a severe plunge
in the share price of SM&As stock, which eventually traded as low as 62 cents a share a
mere 36 months later.
    
    Thirteen months after the IPO and telling SM&As new stockholders the benefit of
investing in SM&A, Colbaugh resigned and formed a competitor that raided executives from
the Company. One result: a costly lawsuit SM&A filed to protect its trade secrets.
    
    Except for his brief term on the SM&A Board, Colbaugh has not served on the board of
directors of a public company and has no relevant or current experience or effective
oversight.




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Myers would have you believe Nagy is deserving of a seat on your Board, but ask yourself  is
there any benefit from a conflicted and inexperienced candidate?
 
    
    Nagy served as head of the compensation committee when Myers was drawing $1 million in
compensation and spending shareholder money to travel on jets through a company he owned.
    
    As head of the compensation committee, Nagy enjoyed lucrative consulting agreements
with SM&A.
    
    Nagy is not currently serving as a director at a publicly traded U.S. company and Myers
in fact replaced him with one of the independent board members Myers wishes to unseat
today. Why the change of heart?
  Myers would have you believe Bendheim has the experience to serve on your Board but ask
yourself  with these qualifications, what can he do for you?
 
    
    Bendheim, from reading Myers proxy materials, has no experience serving on the board
of a publicly traded company and, as a retired tax partner, has no relevant or current
experience in public company governance, audit requirements or Sarbanes-Oxley
requirements.
    
    There is no evidence Bendheim has the kind of audit or internal controls experience at
a publicly traded company that an audit committee member requires.




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WE URGE YOU TO VOTE THE WHITE CARD
TODAY AND SEND A STRONG MESSAGE TO
MYERS THAT THE SM&A STOCKHOLDERS
WILL NOT STAND FOR BOARD
DETERIORATION.
   YOUR VOTE IS IMPORTANT  SIGN, DATE AND
RETURN THE WHITE PROXY CARD TODAY
  winsproxy@mackenziepartners.com
  We urge you sign, date and return the enclosed WHITE Proxy Card today or to vote by
telephone or internet by following the directions on your card.




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About SM&A
  http://www.sec.gov