EXHIBIT 10.7



 Exhibit 10.7 
  
 SECOND AMENDMENT TO 
  
 LOAN AND SECURITY AGREEMENT 
  
 dated as of March 15, 2005, 
  
 but effective as of September 30, 2004 
  
 among 
  
 NCI INFORMATION SYSTEMS, INCORPORATED 
  
 And Its Subsidiaries, 
  
 as
Borrowers 
  
 THE LENDERS FROM TIME TO TIME PARTY HERETO,

  
 SUNTRUST BANK, 
  
 as Administrative Agent, 
  
 and 
  
 SUNTRUST BANK or its designated Affiliate, 
  
 as Lead Arranger and Book Manager 







 SECOND AMENDMENT TO 
 LOAN AND SECURITY AGREEMENT 
  
 THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of March     , 2005, but effective as of September 30, 2004, is made by and among NCI
INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (the “Company”), and SCIENTIFIC AND ENGINEERING SOLUTIONS, INC., a Maryland corporation (“SES”), and each other Subsidiary that becomes a party to
the Loan Agreement (as hereinafter defined) from time to time in accordance with the provisions set forth in such Loan Agreement (together with the Company and SES, collectively, the “Borrowers,” and individually, a
“Borrower”), the several banks and other financial institutions from time to time party to the Loan Agreement (the “Lenders”), SUNTRUST BANK, or such Affiliate as it shall designate, in its capacity as Lead
Arranger and Book Manager (in such capacity, the “Arranger”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). 
  
 RECITALS 
  
 The Lenders and the Borrowers are parties to a certain Loan and Security
Agreement, dated as of December 23, 2003, as amended by the Amendment to Loan and Security Agreement, dated as of May 6, 2004, but effective as of December 31, 2003 (as further amended, modified or supplemented from time to time, the “Loan
Agreement”). Capitalized terms defined in the Loan Agreement and undefined herein shall have the same defined meanings when such terms are used in this Amendment. 
  
 The Borrowers have requested that the Lenders amend certain provisions of the Loan Agreement. The Lenders have agreed to do
so, subject to the other terms of this Amendment. Accordingly, for valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows: 
  
 AGREEMENT 
  
 1. Incorporation of Recitals. The Recitals hereto are incorporated herein by reference to the same extent and with the same force and effect as if
fully set forth herein. 
  
 2. Amendments to Loan
Agreement. The Loan Agreement is hereby amended as follows: 
  
 (a) Section 7.3 of the Loan Agreement is hereby deleted in its entirety and amended to read in its entirety as follows: 
  
 “7.3 Fixed Charge Coverage Ratio. The Company shall maintain a Fixed Charge Coverage Ratio (a) for the period of four
consecutive fiscal quarters of the Company ending on September 30, 








 
2004, of not less than 1.25 to 1, and (b) for each period of four consecutive fiscal quarters ending on the last day of each fiscal quarter thereafter, of
not less than 1.30 to 1.” 
  
 (b) Except as specifically
modified by this Amendment, the terms and provisions of the Loan Agreement are ratified and confirmed by the parties hereto and remain in full force and effect. 
  

(c) Each of the Borrowers, the Administrative Agent and each Lender agrees that each reference in the Loan Documents to the Loan Agreement shall be
deemed to be a reference to the Loan Agreement as amended hereby. 
  
 3. Amendment Only; No Novation; Modification of Loan Documents; Confirmation of Lien. Each of the Borrowers acknowledges and agrees that this Amendment only amends the terms of the Loan Agreement and the other Loan Documents and does
not constitute a novation, and each of the Borrowers ratifies and confirms the terms and provisions of, and its obligations under, the Loan Agreement and the other Loan Documents in all respects. Each of the Borrowers acknowledges and agrees that
each reference in the Loan Documents to any particular Loan Document shall be deemed to be a reference to such Loan Document as amended by this Amendment. To the extent of a conflict between the terms of any Loan Document and the terms of this
Amendment, the terms of this Amendment shall control. The Borrowers acknowledge and agree that the prior grant of a security interest in the Collateral continues to secure the Obligations, is in full force and effect, and is ratified and confirmed
by the Borrowers in all respects. 
  
 4. No Further
Amendments. Nothing in this Amendment or any prior amendment to the Loan Documents shall require the Administrative Agent or any Lender to grant any further amendments to the terms of the Loan Documents. Each of the Borrowers acknowledges and
agrees that there are no defenses, counterclaims or setoffs against any of their respective obligations under the Loan Documents. 
  
 5. Representations and Warranties. Each Borrower represents and warrants that this Amendment has been duly authorized, executed and delivered by it
in accordance with resolutions adopted by its board of directors. All other representations and warranties made by the Borrowers in the Loan Documents are incorporated by reference in this Amendment and are deemed to have been repeated as of the
date of this Amendment with the same force and effect as if set forth in this Amendment, except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently
delivered to the Administrative Agent in accordance with the provisions of the Loan Documents. 
  
 6. Fees and Expenses. The Borrowers jointly and severally agree to pay all reasonable, out-of-pocket costs and expenses of the Administrative Agent and SunTrust Capital Markets, Inc., including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent and SunTrust Capital Markets, Inc., in connection with the preparation and administration of this Amendment. 







 7. Severability. Any provision of this Amendment held to be illegal, invalid or unenforceable in
any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the
illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
  
 8. Governing Law. This Amendment shall be construed in accordance with and be governed by the laws (without giving
effect to the conflict of law principles thereof) of the Commonwealth of Virginia. 
  
 9. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall
be deemed to constitute one and the same instrument. It shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on more than one counterpart. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective duly
authorized representatives all as of the day and year first above written. 
  

			
	COMPANY:
	
	 NCI INFORMATION SYSTEMS,
 INCORPORATED, a Virginia corporation

	Organizational Identification Number: 03500824
		
	By:	 	 /s/ Charles K. Narang


	 	 	Charles K. Narang
	 	 	Chairman and Chief Executive Officer


  
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	SES:
	
	 SCIENTIFIC AND ENGINEERING
 SOLUTIONS, INC., a Maryland corporation

	Organizational Identification Number: D04435541
		
	By:	 	 /s/ Charles K. Narang


	 	 	Charles K. Narang
	 	 	Chairman and Chief Executive Officer


  
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	ADMINISTRATIVE AGENT:
	
	 SUNTRUST BANK, a Georgia banking
 corporation, as Administrative Agent

		
	By:	 	 /s/ Timothy J. Duggan


	 	 	Timothy J. Duggan
	 	 	Senior Vice President


  
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	LENDERS:
	
	SUNTRUST BANK, a Georgia banking corporation
		
	By:	 	 /s/ Timothy J. Duggan


	 	 	Timothy J. Duggan
	 	 	Senior Vice President