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                    FIRST AMENDMENT TO REVOLVING
       CREDIT AND TERM LOAN AGREEMENT AND REVOLVING CREDIT NOTE

          THIS AMENDMENT, dated as of December 9, 1994 ("Amendment") to 
the Amended and Restated Revolving Credit and Term Loan Agreement and the 
Revolving Credit Note, both dated as of November 15, 1993 (the 
"Agreement"), is entered into by and between ANALYSIS & TECHNOLOGY, INC., a 
Connecticut corporation (the "Company") and SHAWMUT BANK CONNECTICUT, 
NATIONAL ASSOCIATION, a national banking association (the "Bank").

                      W I T N E S S E T H
          WHEREAS, pursuant to the Agreement, the Bank has made certain 
advances to the Company and the Company has made certain covenants to the 
Bank; and 

          WHEREAS, the Bank and the Company now desire to amend the 
Agreement to provide for, among other things, an increase in the Commitment 
and an extension of the Termination Date.

          NOW, THEREFORE, in consideration of the premises and for other 
good and valuable consideration, the receipt and adequacy of which are 
hereby acknowledged and pursuant to the requirements of the Agreement, the 
parties hereto hereby agree as follows:

          Section 1.  Definitions.	Capitalized terms used herein and not 
otherwise defined herein shall have the meanings specified in, or by 
reference in, the Agreement.

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          Section 2.  Amendment to the Agreement

          (a)  Section 1.1 of the Agreement is amended and restated to read 
as follows:

          Section 1.1 Amounts. Subject to the terms and 
          conditions contained in this Agreement, the Bank agrees 
          to make loans (the "Revolving Credit Loans" and 
          individually, a "Revolving Credit Loan") to the Company 
          from time to time prior to October 31, 1996 (the 
          "Termination Date") in principal amounts not exceeding 
          at any one time outstanding the sum of $18,500,000 
          (such amount, as it may be reduced from time to time as 
          hereinafter provided, is herein called the 
          "Commitment") less the face amount of all Letters of 
          Credit issued for the account of the Company or any 
          other party guaranteed by the Company (the "Letters of 
          Credit" and each individually a "Letter of Credit").  
          Each Revolving Credit Loan shall be either a Domestic 
          Loan, a CD Loan, or a Eurodollar Loan as the Company 
          may elect subject to the provisions of this Agreement.  
          Notwithstanding anything herein to the contrary, during 
          the term of this Agreement, the sum of (i) the 
          aggregate outstanding principal amount of Revolving 
          Credit Loans hereunder plus (ii) the aggregate 
          available face amount of all Letters of Credit, shall 
          not at any time exceed the Commitment.

          (b)  The Revolving Credit Note attached to the Agreement as 
Exhibit A-1 is amended to substitute "$18,500,000" for each reference in 
the Agreement to "$17,500,000" and "Eighteen Million Five Hundred Thousand 
Dollars" for each reference in the Agreement to "Seventeen Million Five 
Hundred Thousand Dollars."

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          (c)  Section 1.3 of the Agreement is amended to change the 
maturity date of the Term Loan from August 1, 2000 to November 1, 2001, by 
substituting the reference to "August 1, 2000" with "November 1, 2001."

          (d)  Exhibits C, D, E and F to the Agreement are each amended and 
restated to read in the form of Exhibits C, D, E and F respectively, 
attached hereto and made a part hereof as Exhibits C, D, E  and F.

          Section 3.  Conditions and Effectiveness.  This Amendment shall 
become effective when, and only when, the Bank and the Company have 
received counterparts of this Amendment executed by the Bank and by the 
Company.

          Section 4.  Reference to and Effect on the Agreement.  

          (a)  Upon the effectiveness of Section 2 hereof, on and after the 
date hereof, (i) each reference in the Agreement to "this Agreement," 
"hereunder," "hereof," "herein," or words of like import, and each 
reference to the Agreement in the Revolving Credit Note and any other 
document relating to the Agreement, shall mean and be in reference to the 
Agreement as amended hereby and (ii) each reference in the Revolving Credit 
Note to "this Note, " "hereunder," "hereof," "herein," or words of similar 
import, and each reference in the Agreement to "the Note" or "the Revolving 
Credit Note" shall mean and be in reference to the Revolving Credit Note as 
amended hereby.

          (b)  Except as specifically amended herein, the Agreement and the 
Note shall remain in full force and effect and are hereby ratified and 
confirmed.

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          Section 5.  Headings.  Section headings in this Amendment are 
included herein for convenience of reference only and shall not constitute 
a part of this Amendment for any other purpose.

          Section 6.  Execution and Counterparts.  This Amendment may be 
executed in any number of counterparts, each of which when so executed and 
delivered shall be deemed to be an original and all of which when taken 
together shall constitute one in the same instrument.

          Section 7.  Governing Law.  This Amendment shall be governed by 
and construed in accordance with the laws of the State of Connecticut.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to be executed by their respective officers thereunto duly authorized as of 
the date first above written.

                         ANALYSIS & TECHNOLOGY, INC.


                         By:__/s/ DAVID M. NOLF____
                            Name:  David M. Nolf
                            Its:  Executive Vice President 
                            Chief Financial and Administrative Officer

                         SHAWMUT BANK CONNECTICUT,
                         NATIONAL ASSOCIATION


                         By:__/s/ MATTHEW E. HUMMEL_
                            Name:  Matthew E. Hummel
                            Its:  Vice President





