EXHIBIT 99.1


                            SECOND AMENDMENT TO THE
                 HADRON, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN

  SECOND AMENDMENT, dated as of December 5, 2000, to the Hadron, Inc. 1997
Employee Stock Purchase Plan (the "Plan"), by Hadron, Inc. (the "Company").

  The Company maintains the Plan.  On September 12, 2000, the Board of Directors
unanimously approved a resolution to increase the number of shares issuable
under the Plan by 150,000 shares. In accordance with Section 8 of the Plan, such
resolution was approved by the holders of a majority of the outstanding stock of
the Company entitled to vote thereon at the annual meeting of stockholders of
the Company on December 5, 2000.

  NOW, THEREFORE, the Plan is amended as follows:

  I.   Section 2 is amended by revising the first sentence of the first
paragraph thereof in its entirety to read as follows:

        There shall be reserved for issuance and purchase by employees under the
     Plan an aggregate of Five Hundred Thousand (500,000) shares of Common
     Stock, subject to adjustment as provided in Section 13.

  II.  In all respects not amended, the Plan is hereby ratified and confirmed.

               *  *  *  *  *

  To record the adoption of the Amendment as set forth above Hadron, Inc. has
caused this document to be signed on this December 5, 2000.


                                             HADRON, INC.



                                             By:  /s/ Jon Stout
                                                  ------------------------
                                             Name:  Jon Stout
                                             Title: President and Chief
                                                        Executive Officer


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