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                                                                   EXHIBIT 10.12

                                      SM&A

                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
                                       OF
                                  CATHY L. WOOD



        This Amendment No. 3 to Employment Agreement (this "Amendment") is
entered into as of January 20, 2003 by and between SM&A, a California
corporation formerly known as Emergent Information Technologies, Inc. ("SM&A"),
and Cathy L. Wood ("Employee"), with reference to the following:

A. SM&A and Employee are parties to that certain Employment Agreement effective
as of November 1, 2001, as amended by Amendment No. 1 to Employment Agreement
dated as of October 4, 2002, and Amendment No. 2 to Employment Agreement dated
as of January 30, 2003 (as amended, 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
        certain agreed upon changes in the term, compensation and benefits.

        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 each such amendment to become
effective as of January 1, 2004:

        1. Term. Section 1.2 of the Employment Agreement shall be amended and
restated to read in its entirety as follows:

        1.2. This Agreement shall be effective as of November 1, 2001 (the
        "Effective Date") and shall terminate on December 31, 2005 unless sooner
        terminated pursuant to the terms set forth below.

        2. Base Salary: Paragraph 1 of Exhibit A to the Employment Agreement,
entitled "Base Salary", shall be amended and restated to read in its entirety as
follows:

        "BASE SALARY. Effective January 1, 2004, Employee's base annual salary
        shall be $400,000 per year, paid in accordance with the Company's
        standard payroll practices for its executive officers (the "Base
        Salary").

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        3. Cash Bonus in the Event of Certain Transactions: Paragraph 3 of
Exhibit A to the Employment Agreement, entitled "Cash Bonus in Event of Certain
Transactions", shall be amended and restated to read in its entirety as follows:

        CASH BONUS IN THE EVENT OF CERTAIN TRANSACTIONS. If a Change of Control
        (as defined in the Agreement) occurs, Employee shall be paid a cash
        bonus equal to her current Base Salary per year no later than 10 days
        after the effective date of such Change in Control. Any such amount
        shall be in addition to payments to which Employee may become entitled
        to under Section 12.3 of the Employment Agreement.

        4. Options. Paragraph 7 of Exhibit A to the Employment Agreement, as
added by Amendment No. 1 referred to in the recitals above, shall be amended and
restated to read in its entirety as follows:

        OPTIONS. On each January 1 on which Employee continues to be employed by
        SM&A, Employee shall be granted a stock option, issued pursuant to
        SM&A's Amended and Restated 1997 Stock Option Plan or any future stock
        incentive plan approved by the Board of Directors and the shareholders,
        to purchase up to 100,000 shares of Common Stock. The exercise price of
        each stock option shall be equal to the fair market value of the Common
        Stock on the date of grant and the options shall each vest (i.e., become
        exercisable) in sixteen equal quarterly installments, commencing on the
        three-month anniversary of the date of grant. Such stock options shall
        be in the form generally approved for grants to officers of SM&A;
        provided, however, that such stock options shall vest in full upon the
        occurrence during the term of the employment agreement to which this
        Exhibit A is attached of a Change of Control (as defined in such
        employment agreement). The grant for 2004 shall be made by the Board of
        Directors or the Compensation Committee as soon as practicable after the
        date of this Amendment, but vesting shall commence as to such shares on
        April 1, 2004 and continue on each three month anniversary of April 1 so
        long as employee remains employed by SM&A.

        5. Cash Bonus Opportunity: A new paragraph 8 shall be added to Exhibit A
to the Employment Agreement, which shall read in its entirety as follows:

        If the Company's revenues for the fiscal year ended December 31, 2004
        exceed $100,000,000, then employee shall be paid a cash bonus of
        $150,000 no later than March 15, 2005, subject to applicable tax
        withholding requirements.

        6. Medical Cost Reimbursement. A new paragraph 9 shall be added to
Exhibit A to the Employment Agreement, which shall read in its entirety as
follows:

        The Employee shall be entitled to receive reimbursement for documented
        medical expenses of the Employee and her dependents not otherwise


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        covered by the Company's medical plan and long term care and disability
        insurance coverage for the Employee.

        7. 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 shall remain in
full force and effect. The Employment Agreement (as superseded in part by this
Amendment) each prior amendment, 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
January 20, 2003.

                                             SM&A

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

                                             /s/ Cathy L. Wood
                                             -----------------------------------
                                             Cathy L. Wood


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