CONSENT, WAIVER AND AMENDMENT AGREEMENT

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                                                                   Exhibit 10.38

                     CONSENT, WAIVER AND AMENDMENT AGREEMENT

     This CONSENT, WAIVER AND AMENDMENT AGREEMENT (this "Consent"), dated as of
December 28, 2005, is entered into by and between DYNAMICS RESEARCH CORPORATION,
a Massachusetts corporation, DRC INTERNATIONAL CORPORATION, a Massachusetts
corporation, and H.J. FORD ASSOCIATES, INC., a Delaware corporation, with their
principal executive offices at 60 Frontage Road, Andover, Massachusetts
(hereinafter, individually and collectively, jointly and severally, the
"Borrowers") and BROWN BROTHERS HARRIMAN & CO., as administrative agent and as a
lender, TD BANKNORTH, N.A, FORMERLY KNOWN AS BANKNORTH, N.A., as documentation
agent and as a lender, KEYBANK NATIONAL ASSOCIATION, as co-syndication agent and
as a lender, and BANK OF AMERICA, N.A., SUCCESSOR BY MERGER TO FLEET NATIONAL
BANK, A BANK OF AMERICA company as co-syndication agent and as a lender
(hereinafter, individually and collectively, the "Lenders").

     WHEREAS, the Borrowers and the Lenders are parties to that certain Second
Amended and Restated Loan Agreement dated as of September 1, 2004 (as may be
amended and in effect from time to time, the "Credit Agreement"), pursuant to
which the Lenders, upon certain terms and conditions, agreed to make loans to,
and to issue letters of credit for the benefit of, the Borrowers;

     WHEREAS, the Borrowers have requested that the Lenders consent to the sale
of Dynamics Research Corporation's real property located at 60 Frontage Road,
Andover, Massachusetts (the "Premises") pursuant to that certain Offer Letter
dated October 28, 2005 and that certain Purchase and Sale Agreement entered into
on or about November 18, 2005 (singly and collectively, the "Purchase
Agreement") attached hereto and specifically incorporated by reference herein;

     WHEREAS, the Lenders have agreed, on the terms and subject to the
conditions set forth herein, to consent to such transaction;

      NOW, THEREFORE, for good and valuable consideration, the parties hereto
hereby agree as follows:

1.    Defined Terms. Capitalized terms which are used herein without definition
     and which are defined in the Credit Agreement shall have the same meanings
     herein as in the Credit Agreement.

2.    Consent. The Borrowers have informed the Lenders that Dynamics Research
     Corporation intends to sell the Premises and enter into a sale/leaseback
     arrangement with respect to the Premises pursuant to Purchase Agreement
     (the "Transaction") to be consummated upon terms substantially similar to
     those contained in the Purchase Agreement. In reliance upon the
     representations of the Borrowers herein and therein, the Lenders hereby
     consent to the consummation of the Transaction, subject to each of the
     following terms and conditions:

          a.    Subject to Section 3 of this Consent, no Event of Default shall
               have occurred and be continuing at the time of the consummation
               of the Transaction;

          b.    The Transaction shall be consummated on or before December 31,
               2005 upon terms substantially similar to those contained in the
               Purchase Agreement and without any material amendment or
               modification thereto (it being agreed that any amendment or
               modification to the Purchase Agreement which may be adverse to
               the interests of the Lenders shall be deemed to be material and
                that the net cash consideration received by Dynamics Research
               Corporation (the "Net Cash Proceeds") from the consummation of
               the Transaction must exceed $15,000,000);

          c.    All Net Cash Proceeds shall immediately be remitted by Dynamics
               Research Corporation to the Administrative Agent, for the ratable
               benefit of the Lenders, to be applied by the Administrative Agent
               first to the amounts outstanding under the Term Loan until repaid


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               in full and, second, in reduction of the outstanding principal
               balance of the Acquisition Term Loan, in inverse order of
               maturity; and

           d.    The Borrowers shall deliver to the Lender true and complete
               copies of all documents, instruments and agreements executed in
               connection with the Transaction promptly after consummation of
               the Transaction.

     Upon receipt of the Net Cash Proceeds by the Administrative Agent in
     accordance with the terms of this Consent, the Administrative Agent shall
     execute and deliver to Dynamics Research Corporation a discharge of its
     mortgage interest in and to the Premises pursuant to a certain Mortgage,
     Security Agreement and Assignment dated as of February 10, 2000, as amended
     and in effect, recorded with the Essex County Registry of Deeds at Book
     5676, Page 217.

3.    Waiver. In connection with the consummation of the Transaction, the
     Borrowers have requested that the Lenders waive certain Events of Default
     which may arise as a result thereof. Accordingly, the Lenders hereby waive
     any defaults arising under the Credit Agreement arising solely from the
     consummation of the Transaction. The waiver herein shall constitute a
     one-time waiver and shall relate only to the specific Events of Default
     which