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    First Union National Bank  


 Exhibit 10.2  



	 
	 	 

	[LOGO TO COME]	 	Jill W. Akre

Senior Vice President

(215) 786-4135



July 27,
2000 


VIA FACSIMILE (410-266-8400)
  Condor Technology Solutions, Inc.

Annapolis Office Plaza

170 Jennifer Road, Suite 325

Annapolis, Maryland 21401

Attention: Mike Robbins, Chief Financial Officer 


    Re:  Credit Agreement (as herein defined)


Dear
Mike: 


    Condor
Technology Solutions, Inc., Computer Hardware Maintenance Company, Inc., Decision Support Technology, Inc., Federal Computer Corporation, Global Core
Strategies Acquisition, Inc., Interactive Software Systems Incorporated, Inventure Group, Inc., LINC Systems Corporation, Louden Associates, Inc., Management Support Technology
Corp., MIS Technologies, Inc., Powercrew, Inc., Titan Technologies Group L.L.C., U.S. Communications, Inc., Corporate Access, Inc. and Condor System Solutions, Inc.,
as Borrowers (collectively, the "Borrowers"), First Union National Bank, as Collateral Agent, Administrative Agent and Issuing Lender (in all such capacities, the "Agent") and First Union Commercial
Corporation, Fleet National Bank, Citizens Bank of Massachusetts and Mellon Bank, N.A. (the "Lenders") are parties to, inter alia: (a) a Credit
Agreement dated as of April 16, 1999 (as amended
from time to time prior to the date hereof, the "Existing Credit Agreement," and as amended hereby and from time to time hereafter, the "Credit Agreement"); and (b) that certain Forbearance
Letter Agreement dated as of July 23, 1999, as amended by: (i) the First Amendment to Forbearance Letter Agreement dated as of July 30, 1999; (ii) the Second Amendment to
Forbearance Letter Agreement dated as of August 13, 1999, as amended; (iii) the Third Amendment to Forbearance Letter Agreement and Amendment Agreement dated as of August 27,
1999; (iv) the Fourth Amendment to Forbearance Letter Agreement and Amendment Agreement dated as of November 15, 1999, as amended; (v) the Fifth Amendment Agreement dated as of
March 1, 2000; and (vi) a First Amendment to Fifth Amendment dated as of May 15, 2000 (as amended, the "Forbearance Letter Agreement"). Capitalized terms contained herein and not
otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement and the Forbearance Letter Agreement. 


    Pursuant
to Section 10.9 of the Credit Agreement, the Borrowers are required to pay to the Lenders, on or before August 1, 2000, $8,000,000 to permanently reduce, on a
pro rata basis, the Revolving Credit Loans and the Term Loans (the "$8,000,000 Payment"). The $8,000,000 Payment requirement was based upon the Borrowers' original estimate that the ISSI Assets would
be sold for approximately $8,000,000 to $10,000,000. 


    Pursuant
to that certain letter agreement dated June 30, 2000 (the "June 30 Letter Agreement"), between the Borrowers and the Lenders, the Lenders agreed to release
their liens on the ISSI Assets (as defined in the June 30 Letter Agreement) in connection with the sale of the ISSI Assets. As part of the sale of the ISSI Assets, the Borrowers delivered to
the Lenders: (i) $2,721,500 (the "ISSI Initial Payment"), which was applied to permanently reduce the Obligations; and (ii) an assignment of the Borrowers' rights to receive the deferred
purchase price payable with respect to the ISSI Assets (the "ISSI Subsequent Payments"). 







    Because the sale of the ISSI Assets did not result in an immediate cash payment of $8,000,000, the Borrowers requested that the Lenders accept the ISSI Initial Payment and the
assignment of the ISSI Subsequent Payments in lieu of the $8,000,000 Payment. This letter will confirm that the Lenders have agreed to accept from the Borrowers, in lieu of the $8,000,000 Payment, the
ISSI Initial Payment and the assignment of the ISSI Subsequent Payments. Accordingly, the Borrowers will not be required to make the $8,000,000 Payment to the Banks on August 1, 2000. 



    Except
as amended hereby, all of the Loan Documents shall remain in full force and effect and bind and inure to the benefit of the parties thereto and are hereby ratified and
confirmed. 


    This
Letter Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original,
but all such counterparts shall together constitute one and the same Letter Agreement. This Letter Agreement shall be deemed to have been executed and delivered when the Agent has received
counterparts hereof executed by all parties listed on the signature pages hereto. 


    Please
indicate your agreement to the foregoing by executing this Letter Agreement in the appropriate signature block below. 













Sincerely,

FIRST UNION NATIONAL BANK, as Agent 













	 
	 	 

	 	 	/s/ JILL W. AKRE
 Jill W. Akre

Senior Vice President



CITIZENS BANK OF MASSACHUSETTS,

SUCCESSOR IN INTEREST TO

STATE STREET BANK AND TRUST COMPANY, as Lender 



	 
	 	 

	By:	 	/s/ DAVE BROWN   

	Name:	 	Dave Brown
	Title:	 	Vice President
	 
 FLEET NATIONAL BANK, as Lender
	 

By:	 
 	 

/s/ DANIEL D. BUTLER   

	Name:	 	Daniel D. Butler
	Title:	 	Vice President
	 
 MELLON BANK, N.A., as Lender
	 

By:	 
 	 

/s/ GREEN DIM   

	Name:	 	Green Dim
	Title:	 	First Vice President
	 
 FIRST UNION COMMERCIAL CORPORATION, as Lender
	 

By:	 
 	 

/s/ JILL AKRE   

	Name:	 	Jill Akre
	Title:	 	Senior Vice President




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