AGREEMENT
 Agreement Mr. Myers Company
  2008 Annual Meeting
 Common Stock Board
 Proxy Contest
  1.
    
    Defined Terms.
 (a)
    
    Affiliate means, with respect to any specified Person, any other
Person that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person; provided that
for purposes of this Agreement, the Company shall not be deemed an Affiliate of Mr.
Myers and Mr. Myers shall not be deemed an Affiliate of the Company.(b)
    
    Exchange Act means the Securities Exchange Act of 1934, as amended.(c)
    
    Restricted Period means, subject to Section 5(b), the period
beginning on the date of this Agreement and ending on the earlier of (i) the date that
is ten days prior to the notice deadline in any advance notice provision related to any
action to be taken at the Companys annual meeting of stockholders for the 2010
calendar year, and (ii) March 1, 2010.(d)
    
    Law means any order, injunction, judgment, ruling, constitution,
treaty, statute, law, rule, regulation, code, decree or rule of common law.
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(e)
    
    Person means any individual, partnership, firm, corporation,
association, trust, unincorporated organization, joint venture, limited liability
company, governmental authority or other entity.
 2.
    
    Representations and Warranties.
 (a)
    
    The Company represents and warrants to Mr. Myers that (i) the Company is a
corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware, with full corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder, and to consummate the transactions
contemplated hereby, (ii) this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action of the
Company, and (iii) this Agreement has been duly executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.(b)
    
    Mr. Myers represents and warrants to the Company that this Agreement has been
duly executed and delivered by Mr. Myers and constitutes a legal, valid and binding
obligation of Mr. Myers, enforceable against Mr. Myers in accordance with its terms.
 3.
    
    Board Composition; Date of 2010 Annual Meeting.
 (a)
    
    As soon as practicable after the 2008 Annual Meeting and in any event within 90
days following the date of this Agreement, the Company shall, and shall cause its
directors, officers and other representatives to, take all necessary actions to (i)
obtain the resignation from the Board of two directors of the Company then serving on
the Board, and (ii) appoint with immediate effect two individuals proposed by one or
more of the Companys major stockholders (it being understood that Mr. Myers shall be
deemed a major stockholder of the Company for the purposes of this Agreement) to fill
the resulting vacancies on the Board (the New Directors), provided that the
selection of the New Directors shall be mutually acceptable to the Company and its
major stockholders.(b)
    
    The Company shall not, and shall cause its directors, officers and other
representatives not to, increase the size of the Board prior to the Companys annual
meeting of stockholders for the 2010 calendar year unless such increase is approved by
the Companys stockholders holding a majority of the shares of the Companys
outstanding Common Stock.(c)
    
    The Company shall not hold its annual meeting of stockholders for the 2010
calendar year prior to May 15, 2010.
 4.
    
    Withdrawal of Solicitation. Immediately following the execution and delivery of this
Agreement by the parties hereof, Mr. Myers shall (i) terminate his proxy solicitation with
respect to the election of directors at the 2008 Annual Meeting, (ii) withdraw his director
nominations with respect to the 2008 Annual Meeting, and (iii) vote all shares of Common
Stock beneficially owned by him in favor of the reelection of each of the Companys
nominees.
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5.
    
    Restriction on Certain Activities.
 (a)
    
    During the Restricted Period, Mr. Myers shall not (i) directly or indirectly,
solicit proxies or initiate, propose or become a participant in a solicitation (as
such terms are defined in Regulation 14A under the Exchange Act) to elect or remove any
director of the Company, (ii) directly or indirectly, without the prior written consent
of the Board, propose any matter to be voted on by the Companys stockholders, (iii)
engage in any solicitation to encourage the withholding of stockholder votes or proxies
with respect to any director nominated by the Company or any other proposal of the
Company set forth in its proxy statement, or (iv) act as a group (as defined in Rule
13d-5(b)(i) under the Exchange Act) with anyone else to take any of the actions set
forth in the foregoing clauses (i) through (iii).(b)
    
    Notwithstanding anything to the contrary in this Agreement, the restrictions
set forth in Section 5(a) shall terminate immediately and be of no further
effect if (i) the composition of the Board is not changed in the manner contemplated by
Section 3(a) within 90 days following the date of this Agreement or (ii) the
Company shall have materially breached any of its obligations contemplated by this
Agreement.
 6.
    
    Registration Rights. The rights and obligations of the parties set forth on
Exhibit A hereto are incorporated herein by reference. Notwithstanding anything to
the contrary in this Agreement or Exhibit A, the registration rights otherwise
provided to Mr. Myers hereunder and thereunder shall terminate immediately and be of no
further effect if Mr. Myers shall have materially breached any of his obligations contemplated
by this Agreement
 7.
    
    Public Announcements. Upon execution of this Agreement, the Company and Mr. Myers
shall issue a joint press release in the form attached hereto as Exhibit B.
Thereafter, the Company and Mr. Myers shall consult with and provide each other a reasonable
opportunity to review and comment upon any press release or other public statement relating to
the 2008 Annual Meeting, the Proxy Contest or any matter contemplated by this Agreement, or
comment prior to the issuance of such press release or other public statement or comment, and
shall not issue any such press release or other public statement or comment prior to such
consultation. During the Restricted Period, Mr. Myers also shall consult with the Company and
provide it a reasonable opportunity to review and comment upon any press release or other
public statement relating to the Company, or comment prior to the issuance of such press
release or other public statement or comment, and shall not issue any such press release or
other public statement or comment prior to such consultation.
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8.
    
    Release and Other Covenants.
 (a)
    
    The Company, on behalf of itself, its successors, subsidiaries, divisions,
controlled Affiliates and assignees, and their respective directors, officers,
employees, representatives and agents (collectively, the Company Parties),
does hereby, fully and forever, release and discharge Mr. Myers and his Affiliates,
nominees, heirs, administrators, partners, attorneys, representatives and agents
(collectively, the Myers Parties) from any and all actions, claims,
complaints, rights or causes of action, debts, demands or suits of any kind or nature
whatsoever, statutory, equitable or legal, foreseen or unforeseen, known or unknown,
matured or unmatured that the Company Parties have, may have or might claim to have
against the Myers Parties through the date hereof in connection with the Proxy Contest
or the 2008 Annual Meeting.(b)
    
    Mr. Myers, on behalf of himself and the Myers Parties, does hereby, fully and
forever, release and discharge the Company Parties from any and all actions, claims,
complaints, rights or causes of action, debts, demands or suits of any kind or nature
whatsoever, statutory, equitable or legal, foreseen or unforeseen, known or unknown,
matured or unmatured that the Myers Parties have, may have or might claim to have
against the Company Parties through the date hereof in connection with the Proxy
Contest or the 2008 Annual Meeting.(c)
    
    Mr. Myers agrees on behalf of himself and the Myers Parties, on the one hand,
and the Company agrees on behalf of itself and the Company Parties, on the other hand,
not to sue or otherwise commence or continue in any manner, directly or indirectly, any
suit, claim, action, right or cause of action relating to any acts or omissions in
connection with the Proxy Contest or the 2008 Annual Meeting, including, without
limitation, the nomination or election of directors, the solicitation of proxies or any
acts or filings in connection therewith.(d)
    
    All costs and expenses incurred in connection with the 2008 Annual Meeting, the
Proxy Contest or this Agreement shall be paid by the party incurring such cost or
expense.(e)
    
    Notwithstanding anything to the contrary in this Agreement, (i) no release or
discharge, or covenant not to sue is given hereunder in respect of any breach of, or
failure to perform any obligation under this Agreement, and (ii) no party hereto shall
be prohibited from enforcing its rights under and pursuant to this Agreement
(including, without limitation, Section 10 hereof).(f)
    
    The Company and Mr. Myers expressly acknowledge that they are familiar with
Section 1542 of the California Civil Code, which provides as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.
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The Company and Mr. Myers each expressly waive and relinquish any and all rights and
benefits which it or he may have under Section 1542 of the California Civil Code.
 9.
    
    Communications. The Company recognizes that Mr. Myers founded the Company, served as
its Chairman & Chief Executive Officer for 25 years before his retirement in 2007, and his
leadership and business acumen were instrumental in the creation of the Companys unique
capabilities which laid the foundation for the Companys future success. Thus, to the extent
permitted under applicable Laws, the Company shall make good faith efforts to meet with and/or
have discussions with Mr. Myers periodically (on the same basis as it would meet with any
other major stockholder of the Company) at such times as reasonably requested by Mr. Myers
concerning the Companys business and affairs, including, without limitation, the Companys
financial performance, strategic plans, and changes in management personnel and compensation.10.
    
    Specific Performance. Each of the Company, on behalf of itself and the Company
Parties, on the one hand, and Mr. Myers, on behalf of himself and the Myers Parties, on the
other hand, acknowledges and agrees that irreparable harm would occur in the event any of the
provisions of this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties will be entitled to seek
specific relief hereunder, including, without limitation, an injunction or injunctions to
prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any state or federal court in the State of Delaware, in
addition to any other remedy to which they may be entitled at law or in equity. Any
requirements for the securing or posting of any bond with such remedy are hereby waived. In
the event either party institutes any legal action to enforce such partys rights under, or
recover damages for breach of, this Agreement, the prevailing party or parties in such action
shall be entitled to recover from the other party or parties all costs and expenses, including
but not limited to reasonable attorneys fees, court costs, witness fees, disbursements and
any other expenses of litigation or negotiation incurred by such prevailing party or parties.11.
    
    Governing Law, Etc.
 (a)
    
    This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware without giving effect to any conflict of law rules that would
otherwise cause the application of the laws of any other state.(b)
    
    The parties to this Agreement agree that any suit, action or proceeding to
enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement may be brought only in a federal court located in Delaware or in any
Delaware state court, and each party irrevocably consents to the jurisdiction of such
courts (and of the appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives any objection it may now or hereafter have to the laying of
venue of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient
forum.
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12.
    
    Notices. All notices, requests, demands, claims, and other communications hereunder
will be in writing and will be delivered by electronic mail or facsimile transmission:
 (a)
    
    If to the Company, to:SM&A
4695 MacArthur Court, 8th Floor
Newport Beach, CA 92660
Facsimile: (949) 975-1624
Attention: Chief Financial Officer
Email: Jim.Eckstaedt@smawins.comwith a copy to:Bingham McCutchen LLP
355 South Grand Avenue, Suite 4400
Los Angeles, CA 90071-3106
Facsimile: (213) 830-8618
Attention: Stephen D. Alexander, Esq.
                  James W. Loss, Esq.
Email: stephen.alexander@bingham.com
           jim.loss@bingham.com(b)
    
    If to Mr. Myers, to:Steven S. Myers
1523 Dolphin Terrace
Corona Del Mar, California 92625
Facsimile: (949) 718-9002
Email: steven@stevenmyers.comwith a copy to:Kirkland & Ellis LLP
153 East 53rd Street
New York, NY 10022-4675
Facsimile: (212) 446-4900
Attention: Stephen Fraidin, Esq.
                 Andrew E. Nagel, Esq.
Email: sfraidin@kirkland.com
           anagel@kirkland.com
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13.
    
    Modification; Waiver. (a) This Agreement may be modified in any manner and at any
time by written instrument executed by the parties and (b) any of the terms, covenants and
conditions of this Agreement may be waived at any time by the party entitled to the benefit of
such term, covenant or condition.
 14.
    
    Parties in Interest; Assignment. This Agreement and all the provisions hereof are
binding upon and will inure to the benefit of the parties and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights, interests and obligations
hereunder may be assigned or delegated by either party without the prior written consent of
the other party. Nothing in this Agreement, whether expressed or implied, may be construed to
give any Person other than the parties any legal or equitable right, remedy or claim under or
in respect of this Agreement.
 15.
    
    Counterparts. This Agreement may be executed in one or more counterparts, all of
which will constitute one and the same instrument.
 16.
    
    Headings; References. The section headings of this Agreement are for convenience of
reference only and will not be deemed to alter or affect the meaning or interpretation of any
provisions hereof. Unless otherwise specified, references to Sections are to Sections of
this Agreement.
 17.
    
    Severability. If one or more of the provisions of this Agreement are held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions of this Agreement will remain in full force and effect.
 18.
    
    Entire Agreement. This Agreement (including the exhibits hereto) constitutes the
entire agreement, and supersedes all prior agreements and understandings (both written and
oral) between the parties hereto with respect to the subject matter hereof.
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SM&ABy:
    /s/ Cathy L. McCarthyName:Title:
    President and CEO /s/ Steven S. MyersSteven S. Myers 8




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Exhibit A
 REGISTRATION RIGHTS PROVISIONS
 1.
    
    Shelf Registration.
 (a)
    
    The Company shall prepare and file as soon as reasonably practicable with the
Securities and Exchange Commission (the Commission) and thereafter use its
reasonable efforts to cause to be declared effective as soon as practicable a
registration statement on Form S-3 (the Shelf Registration Statement)
relating to the offer and sale of all common stock of the Company (the
Securities) beneficially held by the Holders (as defined below) from time to
time in accordance with the methods of distribution set forth in the Shelf Registration
Statement and Rule 415 under the Securities Act of 1933, as amended (the
Securities Act) (hereinafter, the Shelf Registration). For
purposes of this agreement, the term Holders shall mean Steven S. Myers, any
holder of Securities that is affiliated with Mr. Myers, any holder of Securities who is
a member of the immediate family of Mr. Myers and any trust or individual retirement
(or similar) account controlled by or for the benefit of any such person.(b)
    
    The Company shall use its reasonable efforts to keep the Shelf Registration
Statement effective, in order to permit the prospectus included therein (the
Prospectus) to be lawfully delivered by the Holders of the Securities, for a
period of two years (or for such longer period if extended pursuant to Section
2(h) below) from the date of its effectiveness or such shorter period that will
terminate when all the Securities covered by the Shelf Registration Statement (i) have
been sold pursuant thereto or transferred pursuant to Rule 144 under the Securities Act
or otherwise transferred in a manner that results in such securities not being subject
to transfer restrictions under the Securities Act and the absence of a need for a
restrictive legend regarding registration under the Securities Act, or (ii) are no
longer restricted securities (as defined in Rule 144(k) under the Securities Act, or
any successor rule thereof), assuming for this purpose that the Holders thereof are not
affiliates of the Company (in any such case, such period being called the Shelf
Registration Period). The Company shall be deemed not to have used its reasonable
efforts to keep the Shelf Registration Statement effective during the requisite period
if it takes any action that would result in Holders of Securities covered thereby not
being able to offer and sell such Securities during that period, unless such action is
(i) required by applicable law or (ii) taken by the Company in good faith and
contemplated by Section 2(b)(v) below, and the Company thereafter complies with
the requirements of Section 2(h).(c)
    
    Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall use its reasonable efforts to cause the Shelf Registration Statement and
the Prospectus and any amendment or supplement thereto, as of the effective date of the
Shelf Registration Statement, amendment or supplement, (i) to comply in all material
respects with the applicable requirements of the Securities Act and the rules and
regulations of the Commission and (ii) not to contain any untrue
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statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
 2.
    
    Registration Procedures. In connection with the Shelf Registration contemplated by
Section 1 hereof, the following provisions shall apply:
 (a)
    
    The Company shall (i) furnish to the Holders, prior to the filing thereof with
the Commission, a copy of the Shelf Registration Statement and each amendment thereof
and each supplement, if any, to the prospectus included therein and reflect in each
such document, when so filed with the Commission, such comments as the Holders
reasonably and timely may propose; and (ii) include the names of the Holders as selling
securityholders in the Prospectus.(b)
    
    The Company shall give written notice to the Holders (which notice pursuant to
clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of
the Prospectus until the requisite changes have been made):
 (i)
    
    when the Shelf Registration Statement or any amendment thereto
has been filed with the Commission and when the Shelf Registration Statement or
any post-effective amendment thereto has become effective;(ii)
    
    of any request by the Commission for amendments or supplements
to the Shelf Registration Statement or the prospectus included therein or for
additional information;(iii)
    
    of the issuance by the Commission of any stop order suspending
the effectiveness of the Shelf Registration Statement or the initiation of any
proceedings for that purpose;(iv)
    
    of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and(v)
    
    of (A) the occurrence or existence of any pending corporate
development with respect to the Company or (B) the happening of any event that
requires the Company to make changes in the Shelf Registration Statement or the
Prospectus in order that the Shelf Registration Statement or the Prospectus
does not contain an untrue statement of a material fact nor omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under
which they were made) not misleading.
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Deferral Notice Section 2(h) Deferral Period
 (c)
    
    The Company shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the Shelf
Registration Statement.(d)
    
    The Company shall furnish to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference).(e)
    
    The Company shall, during the Shelf Registration Period, deliver to each Holder
of Securities included within the coverage of the Shelf Registration, without charge,
as many copies of the Prospectus (including each preliminary prospectus) included in
the Shelf Registration Statement and any amendment or supplement thereto as such person
may reasonably request. The Company consents, subject to the provisions of this
Agreement, to the use of the Prospectus or any amendment or supplement thereto by each
of the selling Holders of the Securities in connection with the offering and sale of
the Securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.(f)
    
    Prior to any public offering of the Securities pursuant to the Shelf
Registration Statement, the Company shall register or qualify or cooperate with the
Holders of the Securities included therein and their respective counsel in connection
with the registration or qualification of the Securities for offer and sale under the
securities or blue sky laws of such states of the United States as any Holder of the
Securities reasonably requests in writing and do any and all other acts or things
necessary or advisable to enable the offer and sale in such jurisdictions of the
Securities covered by such Registration Statement; provided, however, that the Company
shall not be required to (i) qualify generally to do business in any jurisdiction where
it is not then so qualified or (ii) take any action which would subject it to general
service of process or to taxation in any jurisdiction where it is not then so subject.
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(g)
    
    The Company shall cooperate with the Holders of the Securities to facilitate
the timely preparation and delivery of certificates representing the Securities to be
sold pursuant to the Shelf Registration Statement free of any restrictive legends and
in such denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to the Shelf
Registration Statement.(h)
    
    Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 2(b) above during the period for which the Company is required to
maintain an effective Shelf Registration Statement, the Company shall promptly prepare
and file a post-effective amendment to the Shelf Registration Statement or an amendment
or supplement to the Prospectus and any other required document so that, as thereafter
delivered to Holders or purchasers of the Securities, the Prospectus will not contain
an untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. If the Company notifies the
Holders in accordance with paragraphs (ii) through (v) of Section 2(b) above to
suspend the use of the Prospectus until the requisite changes to the Prospectus have
been made, then the Holders shall suspend use of such prospectus, and the period of
effectiveness of the Shelf Registration Statement provided for in Section 1(b)
above shall be extended by the number of days from and including the date of the giving
of such notice to and including the date when the Holders shall have received such
amended or supplemented prospectus pursuant to this Section 2(h).
 3.
    
    Registration Expenses. All expenses incident to the Companys performance of and
compliance with this Agreement will be borne, jointly and severally, by the Holders,
regardless of whether a Registration Statement is ever filed or becomes effective, including
without limitation:
 (i)
    
    all registration and filing fees and expenses;(ii)
    
    all fees and expenses of compliance with federal securities and state blue
sky or securities laws;(iii)
    
    all expenses of printing (including printing certificates for the Securities
to be issued and printing of Prospectuses), messenger and delivery services and
telephone;(iv)
    
    all fees and disbursements of counsel for the Company;(v)
    
    all application and filing fees in connection with listing the Securities on a
national securities exchange or automated quotation system pursuant to the requirements
hereof; and
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(vi)
    
    all fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters required by or
incident to such performance).
  4.
    
    Indemnification.
 (a)
    
    The Company agrees to indemnify and hold harmless each Holder and each person,
if any, who controls such Holder within the meaning of the Securities Act or the
Exchange Act (each Holder, and such controlling persons are referred to collectively as
the Indemnified Parties) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not
limited to, any losses, claims, damages, liabilities or actions relating to purchases
and sales of the Securities) to which each Indemnified Party may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Shelf Registration
Statement or prospectus including any document incorporated by reference therein, or in
any amendment or supplement thereto or in any preliminary prospectus relating to the
Shelf Registration Statement, or arise out of, or are based upon, the omission or
alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Company shall
not be liable in any such case to the extent that such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement in, or
omission or alleged omission from, the Shelf Registration Statement or prospectus or in
any amendment or supplement thereto or in any preliminary prospectus relating to the
Shelf Registration Statement in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on behalf of
such Holder specifically for inclusion therein and (ii) that this indemnity agreement
will be in addition to any liability which the Company may otherwise have to such
Indemnified Party. The Company shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of the
Securities Act or the Exchange Act to the same extent as provided above with respect to
the indemnification of the Holders of the Securities if requested by such Holders.
 (b)
    
    Each Holder, severally and not jointly, will indemnify and hold harmless the
Company, its officers and directors and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act from and against any
losses, claims, damages or liabilities or any actions in respect thereof,
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to which the Company, its officers and directors or any such controlling person may
become subject under the Securities Act, the Exchange Act or otherwise, insofar as
such losses, claims, damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in the
Shelf Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to the Shelf Registration Statement, or
arise out of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in each
case only to the extent that the untrue statement or omission or alleged untrue
statement or omission was made in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on behalf
of such Holder specifically for inclusion therein; and, subject to the limitation
set forth in this paragraph (b), shall reimburse, as incurred, the Company for any
legal or other expenses reasonably incurred by the Company, its officers and
directors or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its officers, directors or other controlling
persons.
 (c)
    
    Promptly after receipt by an indemnified party under this Section 4 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 4, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve it from any liability that it may have under
subsection (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided further that the failure to notify the indemnifying party shall not relieve it
from any liability that it may have to an indemnified party otherwise than under
subsection (a) or (b) above. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent that it
may wish, jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 4 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such indemnified party
in connection with the defense thereof. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party unless
such settlement (i) includes an unconditional release of such indemnified party from
all liability on any claims that are the subject matter of such action, and (ii) does
not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.
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(d)
    
    If the indemnification provided for in this Section 4 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b) above,
then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to in subsection (a) or (b) above in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties on the
one hand and the indemnified party on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations. The relative
fault of the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company on the
one hand or such Holder or such other indemnified party, as the case may be, on the
other, and the parties relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. Notwithstanding any
other provision of this Section 4(d), the Holders shall not be required to
contribute any amount in excess of the amount by which the net proceeds received by
such Holders from the sale of the Securities pursuant to the Shelf Registration
Statement exceeds the amount of damages which such Holders have otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of this
paragraph (d), each person, if any, who controls such indemnified party within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Company.(e)
    
    The agreements contained in this Section 4 shall survive the sale of
the Securities pursuant to the Shelf Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any indemnified party.
 5.
    
    Miscellaneous.
 (a)
    
    (a) Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Section 1 hereof may result in
material irreparable injury to the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Holder may obtain such relief as may be
required to specifically enforce the Companys obligations under Sections 1
hereof. The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.
 A-7




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(b)
    
    No Inconsistent Agreements. The Company will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of the
Companys securities under any agreement in effect on the date hereof.(c)
    
    Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, except by the Company and the written consent of the holders
of a majority in principal amount of the Securities affected by such amendment,
modification, supplement, waiver or consents.
 A-8




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Exhibit B
 Joint Press Release
 B-1




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SM&A Board and Company Founder Steven Myers
Reach Agreement Ending Proxy Contest
      About SM&A




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Media Contact
 Investor Contact