AMENDMENT TO
                        1989 INCENTIVE STOCK OPTION PLAN

     The  Nichols  Research Corporation 1989 Incentive Stock Option Plan is

hereby amended to provide  that  notwithstanding  anything to the contrary,

the Plan shall be administered by a committee of not  less than two members

and  that  all committee members shall be disinterested directors  as  that

term is defined  under  Rule  16(b-3)  as  adopted  by  the  Securities and

Exchange Commission.  This Amendment shall be effective May 1, 1991.

     In all other respects, the Plan as previously amended, shall remain in

full force and effect according to its terms and conditions.

                              NICHOLS RESEARCH CORPORATION

                                    Chris H. Horgen
                              By:_________________________________
                                   Chris H. Horgen
                                   Its Chief Executive Officer

                          AMENDMENT NUMBER TWO TO THE
                          NICHOLS RESEARCH CORPORATION
                        1989 INCENTIVE STOCK OPTION PLAN

     Pursuant  to  Section  13  of  the  Nichols Research Corporation  1989

Incentive Stock Option Plan (the "Plan"), Nichols Research Corporation (the

"Company"), hereby amends the Plan as follows:

     1.   Subject to approval by the shareholders of the Company, effective

November  1,  1996,  the  first,  third and last  sentences  of  the  first

paragraph of Section 2 of the Plan are hereby deleted in their entirety and

the following sentences are added at  the  beginning of the first paragraph

of Section 2:

          The Plan shall be administered by  a  committee (the "Committee")
     composed of the entire Board of Directors or  a committee of the Board
     of  Directors  that  is  composed solely of two or  more  Non-Employee
     Directors.  For this purpose,  the  term "Non-Employee Director" shall
     mean a person who is a member of the  Company's Board of Directors who
     (a) is not currently an officer or employee  of  the  Company  or  any
     parent  or  subsidiary  of  the  Company,  (b)  does  not  directly or
     indirectly receive compensation for serving as a consultant  or in any
     other  non-director  capacity  from  the  Company  or  any  parent  or
     subsidiary  of  the  Company  that exceeds the dollar amount for which
     disclosure would be required pursuant to Item 404(a) of Regulation S-K
     promulgated  under the Securities  Act  of  1933  and  the  Securities
     Exchange Act of  1934  ("Regulation  S-K"),  (c)  does  not possess an
     interest  in any other transaction with the Company or any  parent  or
     subsidiary  of  the  Company  for  which  disclosure would be required
     pursuant to Item 404(a) of Regulation S-K, and (d) is not engaged in a
     business relationship with the Company or any  parent or subsidiary of
     the Company which would be disclosable under Item 404(b) of Regulation
     S-K.  In the event the Committee is a committee  composed  of  two  or
     more  Non-Employee  Directors, the Board of Directors may from time to
     time remove members from,  add  members to, and fill vacancies, on the
     Committee.  A member of the Committee shall be eligible to participate
     in the Plan and receive options under the Plan.

     2.   Subject to approval by the shareholders of the Company, effective

November 1, 1996, the third sentence of  Section 3(a) of the Plan is hereby

deleted in its entirety.

     3.   Subject to approval by the shareholders of the Company, effective

November 1, 1996, the first sentence of Section  13  of  the Plan is hereby

deleted  in its entirety and the following new sentence is  substituted  in

its place:

          The  Board  of Directors, insofar as permitted by law, shall have
     the right from time to time with respect to any shares at the time not
     subject to options,  to  suspend  or discontinue the Plan or revise or
     amend it in any respect whatsoever,  except  that  without approval of
     the shareholders of the Company, no such revision or  amendment shall:
     (a) increase (except in accordance with Section 6) the  maximum number
     of  shares for which options may be granted under the Plan  either  in
     the aggregate or to any individual employee, (b) change the provisions
     relating  to  the  determination of employees to whom options shall be
     granted, (c) remove the administration of the Plan from the Committee,
     or (d) decrease the price at which  options may be granted.

     Except as amended above,  the  Plan  shall  remain  in  full force and

effect according to its terms and provisions.

     Done this the 14th day of November, 1996.


                            NICHOLS RESEARCH CORPORATION


                                 Chris H. Horgen
                            By:____________________________________
                                 Its Chief Executive Officer