AMENDMENT NUMBER SEVEN TO THE
                          NICHOLS RESEARCH CORPORATION
                       1988 EMPLOYEES' STOCK PURCHASE PLAN

          Pursuant  to Section  7.1 of the  Nichols  Research  Corporation  1988
     Employees' Stock Purchase Plan (the "Plan"),  Nichols Research  Corporation
     (the "Company"), hereby amends the Plan as follows:

          Effective September 1,  1998, the definition of "Employee" in Article
     II of the Plan is hereby  deleted in its  entirety  and the  following  new
     definition of "Employee" is substituted in its place:

          "Employee"  means  all  employees  (full-time  and  part-time)  of the
     Company.

          Except as  amended  above,  the Plan  shall  remain in full  force and
     effect according to its terms and provisions.

         Done this the 10th day of April, 1998.

                                    NICHOLS RESEARCH CORPORATION


                                             Michael J. Mruz
                                    By:____________________________________
                                            Its Chief Executive Officer



                         AMENDMENT NUMBER EIGHT TO THE
                          NICHOLS RESEARCH CORPORATION
                       1988 EMPLOYEES' STOCK PURCHASE PLAN

     Pursuant to Section 7.1 of the Nichols Research Corporation 1988 Employees'
Stock Purchase Plan (the "Plan"),  Nichols Research Corporation (the "Company"),
hereby amends the Plan as follows:

     1. Effective upon approval by the  shareholders  of the Company,  the first
sentence of Section 4.6 of the Plan is amended to increase by  1,000,000  shares
the aggregate  number of shares which may be issued pursuant to option exercises
under the Plan, to 1,769,999 shares of Common Stock.

     Except as amended  above,  the Plan  shall  remain in full force and effect
according to its terms and provisions.

         Done this the 20th day of August, 1998.


                                    NICHOLS RESEARCH CORPORATION


                                             Michael J. Mruz
                                    By:____________________________________
                                       Its Chief Executive Officer



                         AMENDMENT NUMBER NINE TO THE
                          NICHOLS RESEARCH CORPORATION
                       1988 EMPLOYEES' STOCK PURCHASE PLAN

     Pursuant to Section 7.1 of the Nichols Research Corporation 1988 Employees'
Stock Purchase Plan (the "Plan"),  Nichols Research Corporation (the "Company"),
hereby amends the Plan as follows:

     1. Subject to  shareholder  approval,  effective  March 1, 1999,  the first
sentence of Section 4.2 is hereby  deleted in its entirety and the following new
sentence is substituted in its place:

           For any Option  Period,  the  exercise  price of each  Option  shall
        be the lesser of:

                           (a)      85% of the fair market value of the Stock on
                  the first day of the Option Period, or

                           (b)      85% of the fair market value of the Stock on
                  the last day of the Option Period.


         Except as amended above, the Plan shall remain in full force and effect
according to its terms and provisions.

         Done this the 5th day of November, 1998.

                                     NICHOLS RESEARCH CORPORATION


                                             Michael J. Mruz
                                     By:____________________________________
                                            Its Chief Executive Officer