EXHIBIT 10.2

                          MEMORANDUM OF UNDERSTANDING


The  following  are  points  of  understanding   regarding   Michael  J.  Mruz's
resignation as Nichols Research CEO.

- -    Michael J. Mruz resigns as  Nichols  Research CEO effective March 15, 1999.
     Mr. Mruz will remain in a regular full-time employment status during the 60
     day notification  period (March 15, 1999 to May 14, 1999), which would then
     be followed by six months severance payment (per employment agreement).

- -    Mr. Mruz  will remain in a  Temporary-On-Call  (TOC) status until  December
     31, 2000, to permit Nichols Research stock options to continue to vest; and
     should the company be sold during  that time or some form of  agreement  be
     consummated  during this time with such sale  planned to occur  during some
     reasonable time after December 31, 2000, then Mr. Mruz would enjoy the same
     benefits as any other option holder  regarding  acceleration  of vesting of
     any unvested options.

- -    The  above does not change any other aspect of the Nichols  Research  stock
     options that have  previously  been  granted to Mr. Mruz (i.e.,  the 45,000
     options  that  expire on August  16,  1999,  if not  exercised  by then are
     unaffected by the above).

- -    Mr.  Mruz will  support  Chris  Horgen  on matters he  determines,  if any,
     during the 60 day  notification  period and  during the  subsequent  period
     (until  December 2000). No compensation or benefits will be paid other than
     that associated with being a regular  full-time  employee during the 60 day
     notification period. Mr. Mruz will receive a six month severance payment.

- -    Mr. Mruz will remain on the Nichols  Research Board  until his current term
     expires or other such events occur that would dissolve the current board.

- -    Mr. Mruz will resign  as a member of the board of Nichols TXEN  Corporation
     and understands he will not receive Nichols TXEN stock options in the event
     that the Nichols TXEN IPO is effective.

- -    Mr. Mruz will work  with Pat  Hattox  and Scott Parker regarding the normal
     transition of health care benefits, 401k, etc.

- -    Mr. Mruz will remove  personal  items  from his office over the next couple
     of weeks.  He will retain  access to Nichols  e-mail and voice mail through
     May 14, 1999.

- -    Mr. Mruz will retain the  phone in his car and the personal computer he has
     at his home. At the end of the 60 day notification period, the company paid
     wireless service will cease.

- -    At the end of the 60 day  notification  period,  Mr. Mruz will turn in his
     Nichols badge.


Michael J. Mruz       March 15, 1999        Chris H. Horgen     March 15, 1999
- ---------------       --------------        ---------------     --------------
Michael J. Mruz       Date                  Chris H. Horgen     Date