AMENDMENT NUMBER 1
                             Employment Agreement of
                             Patrick C. FitzPatrick

     THIS AMENDMENT  NUMBER 1 entered into as of this first day of May, 2002, by
and between DynCorp,  a Delaware  corporation  (the  "Company"),  and Patrick C.
FitzPatrick,  its  Senior  Vice  President  and  Chief  Financial  Officer  (the
"Executive"):

     WHEREAS the Company and the Executive entered into that certain  Employment
Contract effective November 1, 2001 (hereinafter the "Employment Contract") and

     WHEREAS in consideration of the mutual undertakings  herein described,  the
parties  desire to amend the Employment  Contract in the following  particulars,
but not otherwise;

     NOW  THEREFORE,  for  and  in  consideration  of  the  parties'  agreements
hereinafter set forth, the Employment Contract is hereby amended as follows:

1.   Paragraph 1, Section 4.3.1 of the Employment  Contract is hereby amended by
     deleting such paragraph in its entirety and  substituting  the following in
     lieu thereof:

          "Semi-annual  payments as specified in the following  table, the first
          of  which  shall  be  made  within  5 days of the  termination  of the
          Executive's  employment with the Company, and thereafter at the end of
          each of the successive  six-month periods,  in amounts as indicated in
          such  table  (increased  by 4% per annum for each 12 months or portion
          thereof that  transpires  between the effective date of this Agreement
          and the date such  initial  payment is made)  without  withholding  or
          deduction;  provided that such payments shall be in  consideration  of
          the  Executive  providing  consulting  services  to the  Company as an
          independent  contractor  for the periods  indicated  and for up to the
          number of hours per 6-month period specified in such table:
<TABLE>
<CAPTION>
           -------------------------------------------------------------------------------------------
            Employment Termination Date     No. of       Semi-Annual        Term of        Maximum
                                          Semi-Annual      Payment       Consulting in     Hrs. Per
                                             Pmts.                           Months        6-Month
                                                                                            Period
           -------------------------------------------------------------------------------------------
           <S>                            <C>          <C>               <C>             <C>
           Before February 1, 2003             8           $61,500             48            160
           -------------------------------------------------------------------------------------------
           February 1, 2003 through            7           $60,000             42            160
           January 2004
           -------------------------------------------------------------------------------------------
           February 1, 2004 through            7           $56,500             42            160
           January 2005
           -------------------------------------------------------------------------------------------
           February 1, 2005 through            6           $55,000             36            160
           January 2006
           -------------------------------------------------------------------------------------------
           February 1, 2006 through            6           $46,500             36            150
           January 2007
           -------------------------------------------------------------------------------------------
           After January 2007                  5           $46,000             36            150
           -------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

          Services  to  be  furnished   hereunder  by  the  Executive  shall  be
          consistent  with the  Executive's  past service  with the Company,  as
          requested by the President of the Company,  provided further, however,
          that in the event of the death or Complete Disability of the Executive
          any time  during the term of such  consulting,  the  Executive  or his
          estate or legal  representative shall be entitled to receive within 10
          days of death or  Complete  Disability  an amount  equal to 50% of the
          balance of such payments remaining to be paid.

2.   Section 7.2 of the  Employment  Contract  shall be amended by deleting such
     section in its entirety and substituting the following in lieu thereof:

          "In  consideration  of the  covenant  described  in Section  7.1,  the
          Company  agrees  to pay the  Executive  the  amount  specified  in the
          following table (increased by 4% per annum for each 12-month period or
          portion  thereof that  transpires  between the effective  date of this
          Agreement and the date of termination)  which shall be payable in full
          within 5 days of the delivery of the release  described in Section 4.3
          hereof;

<TABLE>
<CAPTION>
                      -------------------------------------------------------------------
                          Employment Termination Date                Covenant Payment
                      -------------------------------------------------------------------
                      <S>                                                <C>
                      Before February 1 2003                             $950,000
                      -------------------------------------------------------------------
                      February 1 2003 through January 2004               $900,000
                      -------------------------------------------------------------------
                      February 1 2004 through January 2005               $850,000
                      -------------------------------------------------------------------
                      February 1 2005 through January 2006               $800,000
                      -------------------------------------------------------------------
                      February 2006 through January 2007                 $750,000
                      -------------------------------------------------------------------
                      After January 2007                                 $700,000
                      -------------------------------------------------------------------
</TABLE>

          In the event of a breach of such covenant by the  Executive,  damages,
          if any recoverable by the Company, shall be limited to an amount equal
          to the  amount of the above  covenant  payment  times a  fraction  the
          numerator  of which  shall be the  number  of months  remaining  to be
          performed  under the Consulting  Agreement  described in Section 4.3.1
          hereof at the time of the breach and the denominator of which shall be
          the  number of  months of the  Executive's  consulting  obligation  as
          described in the table in Section 4.3.1."

In witness  whereof,  the undersigned  have caused this Amendment Number 1 to be
executed effective as of the year and date set forth above.

DynCorp

By:_____________________________

Executive

/S/ Patrick C. FitzPatrick
-------------------------------
Patrick C. FitzPatrick
<PAGE>