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                                  EXHIBIT 10C

                    AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.

                             1994 STOCK OPTION PLAN

            1. The definition of "Change in Control" is amended by deleting the
second sentence of Section 12(b) and substituting the following in its place:

            (b) For purposes of this Plan, the term "Change in Control" shall
mean any of the following events:

                  (i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;

                  (ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
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other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or

                  (iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
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other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).

            2.    In all other respects, the 1994 Stock Option Plan
remains unchanged and in full force and effect.

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                    AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.

                             1995 STOCK OPTION PLAN

            1. The definition of "Change in Control" is amended by deleting the
second sentence of Section 12(b) and substituting the following in its place:

            (b) For purposes of this Plan, the term "Change in Control" shall
mean any of the following events:

                  (i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;

                  (ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
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other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or

                  (iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
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other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).

            2.    In all other respects, the 1995 Stock Option Plan
remains unchanged and in full force and effect.
