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                                  EXHIBIT 10.11


                              EMPLOYMENT AGREEMENT


         This  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is entered  into as of
September 8, 2000, by and between KENT P.  AINSWORTH  (the  "Employee")  and URS
CORPORATION, a New York Stock Exchange listed Delaware corporation headquartered
at 100 California Street, Suite 500, San Francisco,  California  94111-4529 (the
"Company").

                                   WITNESSETH:

     WHEREAS,  the Company and the Employee entered into an Employment Agreement
effective as of May 7, 1991, and amended such Employment  Agreement effective as
of October 13, 1998 (which Employment  Agreement,  as so amended, is referred to
below as the "Prior Agreement"); and

     WHEREAS,  the Company  wishes to continue  employing  the  Employee and the
Employee is willing to continue such employment upon the terms and conditions of
this Agreement, which is an amendment and restatement of the Prior Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1.   TERM OF EMPLOYMENT.

          (a)  Basic  Rule.  The  Company  agrees  to  continue  the  Employee's
employment,  and the Employee  agrees to remain in employment  with the Company,
from  the  date  hereof  until  the  date on  which  the  Employee's  employment
terminates pursuant to Section 1(b), (c), (d), (e) or (f).

          (b)  Termination by Company  Without Cause.  The Company may terminate
the  Employee's  employment at any time without Cause (as defined below) and for
any reason or no reason  whatsoever  by giving the  Employee  thirty  (30) days'
advance notice in writing.

          (c)  Termination  by Company for Cause.  The Company may terminate the
Employee's employment for Cause by giving the Employee thirty (30) days' advance
notice in writing. For all purposes under this Agreement, "Cause" shall mean:

               (i)  A  willful   failure  or   omission   of  the   Employee  to
substantially perform his duties hereunder,  other than as a result of the death
or Disability (as defined below) of the Employee;

               (ii) A  willful  act  by  the  Employee  that  constitutes  gross
misconduct or fraud and that is materially injurious to the Company; or

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               (iii) The  Employee's  conviction  of, or plea of "guilty" or "no
contest" to, a felony that is materially injurious to the Company.

No act, omission or failure to act by the Employee shall be considered "willful"
unless committed without good faith and without  reasonable belief that the act,
omission or failure to act was in the Company's best interests.

          (d) Resignation by Employee. The Employee may terminate his employment
by giving the Company thirty (30) days' advance notice in writing.

          (e) Death of  Employee.  The  Employee's  employment  shall  terminate
automatically in the event of his death.

          (f)  Disability.  The Company may terminate the Employee's  employment
due to  Disability by giving the Employee  thirty (30) days'  advance  notice in
writing.  For all purposes under this  Agreement,  "Disability"  shall mean that
that the Employee, at the time notice is given, has performed none of his duties
under this  Agreement  for a period of not less than one  hundred  eighty  (180)
consecutive  days as the  result of his  incapacity  due to  physical  or mental
illness. In the event that the Employee resumes the performance of substantially
all of his duties  hereunder  before the  termination  of his active  employment
under this Section  1(f)  becomes  effective,  the notice of  termination  shall
automatically be deemed to have been revoked.

          (g) Rights Upon Termination.  Except as expressly provided in Sections
6 and 7, upon the  termination  of the  Employee's  employment  pursuant to this
Section 1, the Employee shall only be entitled to the compensation, benefits and
reimbursements  described  in Sections 3, 4 and 5 for the period  preceding  the
effective date of the termination. The payments under this Agreement shall fully
discharge all responsibilities of the Company to the Employee.

          (h) Employment by Affiliate.  The employment of the Employee shall not
be considered to have  terminated for purposes of this Agreement if the Employee
is employed by a parent,  subsidiary or affiliated corporation or related entity
of the Company.

          (i) Termination of Agreement.  This Agreement shall terminate when all
obligations of the parties hereunder have been satisfied.

     2.   DUTIES AND SCOPE OF EMPLOYMENT.

     (a)  Position.  The Company  agrees to employ the  Employee in an executive
position as the  Executive  Vice  President and Chief  Financial  Officer of the
Company for the term of his employment under this Agreement.  The Employee shall
report to the Chief  Executive  Officer of the  Company  and shall serve in such
positions  on behalf of the Company and its parent,  subsidiary  and  affiliated
corporations  and related  entities and perform such duties  consistent  with an
executive and Executive Vice President and Chief Financial  Officer position for
such  corporations  and  entities  as may be  required  by such Chief  Executive
Officer. It is anticipated that the Employee's duties will require him to travel
frequently and extensively.  If the Employee's  principal office is changed, the
Company  shall  reimburse  reasonable  relocation  expenses  of the  Employee in
accordance with generally applicable policies of the Company.

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     (b)  Obligations.  During the term of his employment  under this Agreement,
the Employee shall devote his full business  efforts and time to the Company and
its parent,  subsidiary and  affiliated  corporations  and related  entities and
shall not  render  services  to any other  person  or entity  without  the prior
written  consent of the Chief Executive  Officer of the Company.  The foregoing,
however, shall not preclude the Employee from (i) engaging in appropriate civic,
charitable or religious activities, (ii) devoting a reasonable amount of time to
private investments that do not interfere or conflict with his  responsibilities
to the Company or (iii)  serving on the boards of directors  of other  companies
provided   that  such   service  does  not   interfere  or  conflict   with  his
responsibilities to the Company.

     (c)  Resignation  from Other  Positions.  Immediately  upon  request by the
Company,  before or after the termination of the employment of the Employee,  he
shall resign from any position he holds as director,  officer, trustee, nominee,
agent for service of process,  attorney-in-fact or similar position with respect
to the Company or a parent,  subsidiary  or  affiliated  corporation  or related
entity of the Company,  and shall  execute,  verify,  acknowledge,  swear to and
deliver any documents  and  instruments  reasonably  requested by the Company or
required to reflect such resignation.

     3.   BASE COMPENSATION AND TARGET BONUS.

          During the term of his employment  under this  Agreement,  the Company
agrees to pay the Employee as compensation  for his services a base salary at an
annual rate of Four Hundred Thousand Dollars ($400,000),  or at such higher rate
as the Company may determine from time to time.  Such salary shall be payable in
accordance  with  the  Company's  standard  payroll   procedures.   (The  annual
compensation  specified in this Section 3,  together  with any increases in such
compensation  that the  Company  may grant from time to time,  is referred to in
this  Agreement as "Base  Compensation.")  In  addition,  during the term of his
employment  under this  Agreement,  the Company  agrees that the Employee  shall
participate in the Company's annual bonus plan with a target bonus percentage of
at least sixty percent (60%) of Base Compensation.

     4.   EMPLOYEE  BENEFITS,  STOCK  OPTIONS,  AND  INCENTIVE COMPENSATION, AND
OTHER COMPENSATION PLANS AND PROGRAMS.

          During the term of his employment  under this Agreement,  the Employee
shall be eligible to participate in the employee benefit plans, stock option and
other  equity-based  incentive  and  compensation  plans,  and  other  executive
incentive and compensation  programs maintained with respect to employees of the
Company,  subject  in each  case  to (i)  the  generally  applicable  terms  and
conditions of the applicable  plan or program and to the  determinations  of the
Board of Directors of the Company or any committee or other person administering
such plan or program,  (ii) determinations by the Company,  any such corporation
or entity,  or any such  Board,  committee  or person as to whether  and to what
extent  Employee  shall  so  participate  or  cease to  participate,  and  (iii)
amendment,  modification  or termination of any such plan or program in the sole
and absolute  discretion of the Company or its parent,  subsidiary or affiliated
corporation or related entity maintaining such plan.

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     5.   BUSINESS EXPENSES.

          In accordance with the Company's generally  applicable  policies,  (i)
during the term of his employment  under this  Agreement,  the Employee shall be
authorized to incur  necessary and reasonable  travel,  entertainment  and other
business expenses in connection with his duties hereunder,  and (ii) the Company
shall reimburse the Employee for such expenses upon  presentation of an itemized
account and appropriate supporting documentation.

     6.   CERTAIN TERMINATIONS OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL.

          (a)  Definition.  For all purposes  under this  Agreement,  "Change in
Control" shall mean the occurrence,  after the date of this Agreement, of any of
the following events:

               (i)   A change in control of the Company required  to be reported
pursuant to Item 6(e) of Schedule  14A of  Regulation  14A under the  Securities
Exchange Act of 1934, as amended (the "Exchange Act");

               (ii)  A change  in the  composition  of the  Company's  Board  of
Directors  (the  "Board"),  as a result of which  fewer than  two-thirds  of the
incumbent  directors were either (A) directors of the Company  twenty-four  (24)
months prior to such change or (B) elected,  or nominated for  election,  to the
Board with the  affirmative  votes of at least a majority of the  directors  who
were directors of the Company  twenty-four  (24) months prior to such change and
who were still in office at the time of the election or nomination; or

               (iii) Any person is or becomes the beneficial owner of securities
of the Company  representing  twenty percent (20%) or more of the Company's Base
Capital Stock. Notwithstanding the preceding clause:

                     (1) the beneficial  ownership by a person of twenty percent
(20%) or more,  but less than a majority,  of the Base  Capital  Stock shall not
constitute a Change in Control if such beneficial  ownership was acquired in the
ordinary course of such person's  business and not with the purpose or effect of
changing  or  influencing  the  control  of the  Company  and if such  person is
eligible to file a  short-form  statement on Schedule 13G under Rule 13d-1 under
the Exchange Act with respect to such beneficial ownership;

                     (2) the beneficial  ownership by a person of twenty percent
(20%) or more of the Base Capital  Stock  directly as a result of a reduction in
the  aggregate  number of  outstanding  shares of Base  Capital  Stock shall not
constitute a Change in Control unless and until,  subsequent to such  reduction,
such person increases in any manner such person's  beneficial  ownership of Base
Capital Stock; and

                     (3) the  beneficial  ownership  by the RCBA Group of twenty
percent (20%) or more of the Base Capital Stock shall not constitute a Change in
Control  unless and until either (a) the RCBA Group is or becomes the beneficial
owner of twenty percent (20%) or more of the Base Capital Stock,  excluding from
the numerator for purposes of such  calculation  the RCBA  Preferred  Investment
Shares, (b) the RCBA Group is or becomes the beneficial owner of more than fifty
percent (50%) of the Base Capital Stock, including in the numerator for purposes
of such calculation the RCBA Preferred  Investment Shares, or (c) a third

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person  not  affiliated  with  the  RCBA Group as of the  date of this Agreement
directly or indirectly acquires control of the RCBA Group.

         For purposes of this clause (iii):

                         a. "Base Capital Stock" means the combined voting power
of the Company's then outstanding  securities  ordinarily (and apart from rights
accruing under special  circumstances)  having the right to vote at elections of
directors;

                         b.  "Beneficial  owner,"  "beneficial   ownership"  and
"person" have the meanings as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act;

                         c. "RCBA  Group"  means  Richard C. Blum &  Associates,
Inc.  ("RCBA") and any person  "affiliated" with RCBA (within the meaning of the
Exchange Act); and

                         d. "RCBA Preferred  Investment Shares" means (i) shares
of the Company's  Series B Preferred Stock,  (ii) additional  shares of Series B
Preferred Stock issued in payment of dividends on the Series B Preferred  Stock,
(iii) shares of the  Company's  Common Stock issued upon the  conversion  of the
Series B Preferred Stock in accordance with its terms,  and (iv) shares of other
securities of the Company issued in exchange for the Series B Preferred Stock in
accordance with its terms.

          (b) Good Reason. For all purposes under this Agreement,  "Good Reason"
shall  mean  that  (i)  the  Employee  has  incurred  a  reduction  in his  Base
Compensation   or  annual   target  bonus   percentage,   (ii)  the   Employee's
responsibilities  and  authority,  as set  forth  in  Section  2(a),  have  been
substantially  reduced,  (iii)  the  Employee  ceases  to hold the  position  of
Executive Vice President and Chief Financial Officer of a company whose stock is
publicly traded or (iv) the Employee's principal office is changed,  without the
Employee's written approval, to a location more than twenty-five (25) miles from
the location of the Employee's principal office on the date hereof.

          (c) Change in Control Payment and Severance  Benefits.  If, during the
term of this  Agreement and (i) within six (6) months after the  occurrence of a
Change in Control,  the Employee  voluntarily  resigns his  employment  for Good
Reason,  (ii) within six (6) months after the occurrence of a Change in Control,
the Company terminates the Employee's employment for any reason, or (iii) within
the thirty (30) day period  following  the date that is six (6) months after the
occurrence  of a  Change  in  Control,  the  Employee  voluntarily  resigns  his
employment  for any  reason,  then the  Employee  shall be entitled to receive a
severance  payment  from the Company (the  "Change in Control  Payment")  and in
addition  shall be entitled to  Severance  Benefits in  accordance  with Section
7(a)(ii).  The Change in Control Payment shall be in an amount  determined under
Section  6(d) and shall be made in a lump sum not more  than  five (5)  business
days  following the  effective  date of the  Employee's  release as described in
Section  8. The Change in Control  Payment  shall be in lieu of (i) any  further
payments to the Employee  under Section 3, (ii) any further  accrual of benefits
under Section 4 with respect to periods subsequent to the date of the employment
termination  and (iii) any  entitlement  to a  Severance

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Payment (as  defined in  Section  7(a) (i)).  In  addition,  at  the time of the
employment  termination,  the Company shall pay to the Employee all accrued but
unpaid vacation.

          (d) Amount of Change in Control  Payment.  The amount of the Change in
Control  Payment shall be equal to two hundred  percent (200%) of the sum of (i)
the Employee's annual rate of Base Compensation, as in effect on the date of the
Change in Control or, if higher,  on the date of  employment  termination,  plus
(ii) the Employee's  annual target bonus, as in effect on the date of the Change
in  Control  or, if higher,  on the date of  employment  termination,  under the
Company's  annual  bonus plan (or,  if no target  bonus is then in  effect,  the
actual bonus most recently paid by the Company to the Employee).

          (e)  Incentive  Programs.  If,  during the term of this  Agreement,  a
Change in Control  occurs,  the Employee shall become fully vested in all awards
heretofore  or  hereafter  granted  to him  under  all  incentive  compensation,
deferred   compensation,   bonus,  stock  option,   stock  appreciation  rights,
restricted stock,  phantom stock or similar plans maintained by the Company, any
contrary provisions of such plans notwithstanding.

          (f) No Mitigation.  The Employee shall not be required to mitigate the
amount of any  payment or benefit  contemplated  by this  Section 6 (whether  by
seeking new  employment or in any other  manner),  nor shall any such payment or
benefit be reduced by earnings or benefits  that the  Employee  may receive from
any other source.

     7.   OTHER TERMINATIONS OF EMPLOYMENT.

          (a)  Severance  Payment  and  Severance  Benefits.  In the event that,
during  the  term of this  Agreement,  the  Company  terminates  the  Employee's
employment  for any  reason  other  than  Cause or  Disability  or the  Employee
voluntarily  resigns his  employment for Good Reason within one (1) month of the
occurrence of the event  constituting  Good Reason and Section 6 does not apply,
then:

               (i)   The Company  shall pay an amount ("Severance  Payment")  in
installments (or a lump sum if the Company so elects),  as provided below, equal
in the aggregate to one hundred percent (100%) of the Employee's  annual rate of
Base  Compensation  as in effect on the date of employment  termination.  If the
Severance Payment is paid in installments, it shall be paid at the same rate and
in accordance with the same schedule as Base  Compensation  would have been paid
had  employment  continued  until the  Severance  Payment has been made in full;
provided, however, at its election the Company may at any time pay any remainder
of the  Severance  Payment in a lump sum. The  Severance  Payment  shall be paid
commencing  not more than five (5) business days following the effective date of
the  Employee's  release as described in Section 8. In addition,  at the time of
the  employment  termination,  the Company shall pay to the Employee all accrued
but unpaid vacation.

               (ii)  For  the period of one (1) year following such termination,
the Company  shall (i)  reimburse  the Employee for dental and health  insurance
premiums  required  to be paid by the  Employee  for such one (1) year period to
obtain COBRA continuation  coverage within the meaning of Section 4980B(f)(2) of
the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  provided  the
Employee elects such continuation coverage, and (ii) cause group

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long-term  disability  insurance coverage and basic term life insurance coverage
then  provided to the Employee by the Company,  if any, to be continued for such
one (1) year period (or, if such  coverage  cannot be  continued  or can only be
continued at a cost to the Company  greater than the Company would have incurred
absent such termination, then, at the Company's election, the Company may either
provide such long-term  disability or term life insurance as may be available at
no greater cost than one hundred fifty percent  (150%) of what the Company would
have incurred  absent such  termination or pay to the Employee one hundred fifty
percent  (150%) of the amount of  premiums  the Company  would have  incurred to
continue such coverage  absent such  termination)  (payments and benefits  under
this Section 7(a)(ii), collectively, "Severance Benefits").

               (iii) As of the date of the Employee's termination of employment,
the Employee will be credited  with an  additional  one (1) year of service with
the Company for purposes of vesting  under all executive  compensation  programs
maintained   by  the   Company,   including   (without   limitation)   incentive
compensation,  deferred  compensation,  bonus, stock option,  stock appreciation
rights,  restricted  stock,  phantom  stock or similar  plans  maintained by the
Company  (any  contrary  provisions  of  such  plans  notwithstanding)  but  not
including any pension,  thrift or profit-sharing  plan intended to qualify under
Section  401(a)  of the  Code.  The  additional  one (1) year  credit  under the
preceding  sentence  shall  also be  counted as  continued  employment  with the
Company for  purposes of  determining  the  expiration  date of any stock option
granted  by the  Company  and held by the  Employee  at the time his  employment
terminates. This Section 7(a)(iii) shall not be construed to require the Company
to grant  any new  awards  to the  Employee  under  any  executive  compensation
program.

          (b) Termination of Severance Benefits. All Severance Benefits shall be
discontinued  completely as of the date when the Employee  returns to employment
or self-employment,  whether full- or part-time,  with an entity that offers any
group health  insurance  coverage to its employees or  independent  contractors,
regardless of whether such  coverage is  equivalent  to the  insurance  coverage
contemplated by the Severance Benefits.

          (c) No Mitigation.  The Employee shall not be required to mitigate the
amount of any payment or benefit  contemplated  by this Section 7, nor shall any
such payment or benefit be reduced by earnings or benefits that the Employee may
receive from any other source.

     8.   CHANGE IN CONTROL  PAYMENT, SEVERANCE PAYMENT AND  SEVERANCE  BENEFITS
          CONDITIONED UPON EXECUTION OF EFFECTIVE RELEASE OF CLAIMS.

          Notwithstanding  any of the  foregoing  to the  contrary,  in no event
shall the  Company  be  required  to make any  payment or  provide  any  benefit
pursuant  to Section 6 or 7 above  (except  for  payments  of accrued and unpaid
vacation)  unless and until the Employee  executes and delivers to the Company a
release in the form of Exhibit A or Exhibit B, as appropriate,  and such release
becomes effective in accordance with its terms; provided,  however, that pending
such execution and delivery of such a release by the Employee,  the Company will
advance for the account of the Employee  premiums required to be paid during the
period during which the  effectiveness of the release is pending if necessary to
avoid lapse with respect to the Employee  within such period of a group  dental,
health or disability  policy to which Severance

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Benefits provided under Section 7(a) (ii) relate,  which advance shall be repaid
by the  Employee  on  expiration  of (i) the period  during  which  Employee  is
permitted to consider  whether to execute the release (if the Employee  does not
execute the release) or (ii) the period  during which the  effectiveness  of the
release is pending (if the Employee executes the release).

     9.   CERTAIN ADDITIONAL PAYMENTS.

          If any  payments,  distributions  or  other  benefits  by or from  the
Company  to or for the  benefit  of the  Employee  (whether  paid or  payable or
distributed  or  distributable  pursuant  to the  terms  of  this  Agreement  or
otherwise,  but determined  without regard to any  additional  payment  required
under this  Section 9)  (collectively,  the  "Payment")  would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties  are
incurred  by the  Employee  with  respect to such  excise tax (such  excise tax,
together  with any such interest and  penalties,  are  hereinafter  collectively
referred to as the "Excise Tax"), then the Employee shall be entitled to receive
from the Company an additional payment (a "Gross-Up  Payment") in an amount such
that after payment by the Employee of all taxes (including,  without limitation,
any income and  employment  taxes and any  interest and  penalties  imposed with
respect  thereto)  and the Excise Tax imposed  upon the  Gross-Up  Payment,  the
Employee  retains  an amount of the  Gross-Up  Payment  equal to the  Excise Tax
imposed upon the Payment.  All calculations  required by this Section 9 shall be
performed by the  independent  auditors  retained by the Company  most  recently
prior to the Change in Control (the "Auditors"),  based on information  supplied
by the Company and the  Employee,  and shall be final and binding on the Company
and the  Employee.  All fees and expenses of the  Auditors  shall be paid by the
Company.

     10.  NONDISCLOSURE.

          During the term of this Agreement and  thereafter,  the Employee shall
not,  without the prior  written  consent of the Board,  disclose or use for any
purpose  (except in the course of his  employment  under this  Agreement  and in
furtherance  of  the  business  of  the  Company)  confidential  information  or
proprietary  data  of  the  Company  or any  parent,  subsidiary  or  affiliated
corporation or related  entity of the Company,  except as required by applicable
law or legal process,  in which case promptly and before disclosure the Employee
shall give notice to the Company of any such  requirement or process;  provided,
however,  that  confidential  information  shall  not  include  any  information
available from another source on a nonconfidential basis, known generally to the
public, or ascertainable  from public or published  information (other than as a
result of unauthorized  disclosure by the Employee) or any information of a type
not otherwise  considered  confidential  by persons engaged in the same business
as, or a business similar to, that conducted by the Company. The Employee agrees
to deliver to the Company at the termination of his employment,  or at any other
time the Company may request, all memoranda,  notes, plans, records, reports and
other documents or electronic  information (and copies thereof)  relating to the
business of the Company or any parent,  subsidiary or affiliated  corporation or
related  entity of the  Company,  which he may then  possess  or have  under his
control.  Nothing in this  Section 10 or elsewhere  in this  Agreement  shall be
deemed to waive, or to permit or authorize the Employee to take any action which
waives or could have the consequence of waiving, the attorney-client  privilege,
the work product doctrine or any other privilege or doctrine with respect to any
information in the possession of the Employee or any  communication  between the
Employee and the Company,  its parent,  subsidiary and affiliated

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corporations,  any  related  entities  or any  of  their  respective  directors,
officers, employees, agents or other representatives.

     11.  MISCELLANEOUS PROVISIONS.

          (a)  Successors.  Subject  to  Section  11(j)  and  provided  that the
Employee may not delegate his duties hereunder  without the consent of the Board
of Directors of the Company, this Agreement and all rights hereunder shall inure
to the benefit of, and be  enforceable  by, the  parties'  successors,  assigns,
personal   or   legal   representatives,   executors,   administrators,   heirs,
distributees, devisees and legatees.

          (b) Notice. Notices and all other communications  contemplated by this
Agreement  shall be in writing  and shall be deemed to have been duly given when
personally  delivered,  when  mailed by U.S.  registered  mail  (return  receipt
requested and postage prepaid), or when telecopied. In the case of the Employee,
mailed  notices  shall be  addressed  to him at the home  address  which he most
recently  communicated  to the  Company  in writing  for income tax  withholding
purposes or by notice given pursuant to this Section  11(b).  In the case of the
Company,  mailed  notices  shall be addressed to its corporate  headquarters  as
reflected  in its most  recent  Report on Form 10-Q or Form 10-K  filed with the
U.S.  Securities  and  Exchange  Commission,  directed to the  attention  of its
Secretary.  Telecopied  notices  shall be sent to such  telephone  number as the
Company and the Employee may specify for such purpose.

          (c) Waiver.  No provision of this Agreement shall be modified,  waived
or  discharged  unless the  modification,  waiver or  discharge  is agreed to in
writing and signed by the Employee and by an  authorized  officer of the Company
(other  than the  Employee).  No waiver by either  party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other party
shall be considered a waiver of any other  condition or provision or of the same
condition or provision at another time.

          (d) Whole Agreement. No agreements,  representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this  Agreement have been made or entered into by either party with
respect to the subject  matter  hereof.  Effective as of the date  hereof,  this
Agreement  supersedes all prior employment  agreements and severance  agreements
between the parties,  their  parents,  subsidiaries  and  affiliates,  and their
respective predecessors (but not that certain Indemnification Agreement dated as
of ________________________  between the Company and the Employee, which remains
in full force and effect).

          (e)  Withholding.  All  payments  made under this  Agreement  shall be
subject to  reduction  to reflect  taxes  required to be  withheld  by law.  The
Employee  hereby  declares  under  penalty of perjury  that his Social  Security
Number is  ###-##-####.  To the extent  permitted by applicable law, the Company
shall also be entitled to withhold  from or offset  against any  payments  under
this Agreement any amounts owed by the Employee  (whether or not  liquidated) to
the Company or any  parent,  subsidiary  or  affiliated  corporation  or related
entity or either of them.

                                       9
<PAGE>

          (f)  Certain  Reductions  and  Offsets.   Notwithstanding   any  other
provision of this Agreement to the contrary, any payments or benefits under this
Agreement shall be reduced by any severance payments and benefits payable by the
Company or an affiliate of the Company to the Employee  under any policy,  plan,
program or arrangement,  including,  without limitation,  a contract between the
Employee and the Company or an affiliate of the Company.

          (g) Choice of Law.  The  validity,  interpretation,  construction  and
performance  of this  Agreement  shall be governed by the  internal  laws of the
State of  California,  without regard to where the Employee has his residence or
principal office or where he performs his duties hereunder.

          (h) Severability.  The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or  enforceability
of any other provision hereof, which shall remain in full force and effect.

          (i) Arbitration. Except as otherwise provided in Section 9, and except
for any action by the Company  seeking  injunctive  relief against the Employee,
any  controversy or claim arising out of or relating to this  Agreement,  or the
breach thereof,  or the Employee's  employment with the Company or the terms and
conditions  or  termination  thereof,  or any  action  or  omission  of any kind
whatsoever in the course of or connected in any way with any  relations  between
the  Company  and  the  Employee,   including  without   limitation  all  claims
encompassed  within the scope of the forms of General  Release  attached to this
Agreement  as  Exhibit A and  Exhibit  B,  shall be  finally  settled by binding
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration  Association,  and judgment on the award  rendered by the arbitrator
may be entered in any court having jurisdiction  thereof.  The arbitration shall
be  administered  by the  San  Francisco,  California  regional  office  of such
Association and shall be conducted at the San Francisco,  California  offices of
such Association or at such other location in San Francisco,  California as such
Association  may  designate.  All fees and expenses of the  arbitrator  and such
Association  shall  be  paid  by the  Company.  The  Company  and  the  Employee
acknowledge  and agree  that any and all rights  they may have to resolve  their
claims by a jury trial are hereby expressly waived.

          (j) No  Assignment.  The rights of any person to  payments or benefits
under this Agreement  shall not be made subject to option or assignment,  either
by  voluntary  or  involuntary  assignment  or by  operation  of law,  including
(without  limitation)  bankruptcy,  garnishment,  attachment or other creditor's
process, and any action in violation of this Section 11(j) shall be void.

                                       10
<PAGE>

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the day and year first
above written.



                                          --------------------------------------
                                          KENT P. AINSWORTH

                                          Date:
                                               ---------------------------------



                                          URS CORPORATION



                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

                                          Date:
                                               ---------------------------------

<PAGE>


                                    EXHIBIT A

                                 GENERAL RELEASE
                            (Individual Termination)


         This General  Release  ("Release") is executed and delivered by KENT P.
AINSWORTH  ("Employee")  to and for the benefit of URS  Corporation,  a Delaware
corporation,  and any parent,  subsidiary or affiliated  corporation  or related
entity of URS Corporation (collectively, "Company").

         In  consideration  of certain payments and benefits which Employee will
receive  following  termination  of  employment  pursuant  to the  terms  of the
Employment  Agreement  entered  into as of  September  ___,  2000,  between  the
Employee and the Company (the  "Agreement"),  the  sufficiency of which Employee
hereby  acknowledges,  Employee  hereby  agrees not to sue and  fully,  finally,
completely  and  generally  releases,   absolves  and  discharges  Company,  its
predecessors,  successors, subsidiaries, parents, related companies and business
concerns,   affiliates,   partners,  trustees,   directors,   officers,  agents,
attorneys,  servants,  representatives and employees, past and present, and each
of them (hereinafter  collectively  referred to as "Releasees") from any and all
claims, demands, liens, agreements, contracts, covenants, actions, suits, causes
of action,  grievances,  arbitrations,  unfair labor  practice  charges,  wages,
vacation  payments,  severance  payments,  obligations,   commissions,  overtime
payments,  workers compensation  claims,  debts, profit sharing or bonus claims,
expenses,  damages,  judgments,  orders and/or  liabilities  of whatever kind or
nature in law,  equity or otherwise,  whether known or unknown to Employee which
Employee  now  owns or  holds  or has at any  time  owned  or  held  as  against
Releasees,  or any of them  through  the date  Employee  executes  this  Release
("Claims"),  including specifically but not exclusively and without limiting the
generality  of the  foregoing,  any and all Claims  arising out of or in any way
connected to Employee's employment with or separation of employment from Company
including any Claims based on contract, tort, wrongful discharge,  fraud, breach
of fiduciary duty, attorneys' fees and costs,  discrimination in employment, any
and all acts or  omissions  in  contravention  of any  federal  or state laws or
statutes  (including,  but not limited to, federal or state securities laws, any
deceptive  trades  practices  act or any  similar act in any other state and the
Racketeer  Influenced and Corrupt  Organizations Act), and any right to recovery
based on state or federal age, sex,  pregnancy,  race,  color,  national origin,
marital  status,  religion,  veteran  status,  disability,  sexual  orientation,
medical  condition,   union  affiliation  or  other   anti-discrimination  laws,
including,  without limitation,  Title VII, the Age Discrimination in Employment
Act, the Americans with  Disabilities Act, the National Labor Relations Act, the
California Fair Employment and Housing Act, and any similar act in effect in any
jurisdiction applicable to Employee or the Company, all as amended, whether such
claim be based upon an action  filed by  Employee or by a  governmental  agency;
provided,  however,  that,  expressly excluded from this Release are any and all
Claims Employee may have for indemnification under the Bylaws of the Company and
any Claims arising under the terms of the Indemnification  Agreement between URS
Corporation and Employee dated as of ________________________ and any amendment,
supplement or replacement thereof.

         During the time Employee is entitled to any Change in Control  Payment,
Severance Payment or Severance  Benefits,  as defined and provided in Sections 6
and 7 of the Agreement,

                                       1
<PAGE>

Employee  agrees (i) to assist,  as  reasonably  requested  by  Company,  in the
transition of Employee's  responsibilities  and (ii) not to solicit any employee
of Company to terminate or cease  employment with Company.  Without  superseding
any other agreements, including the Agreement, and obligations Employee has with
respect  thereto,  (i) Employee agrees not to divulge any information that might
be of a  confidential  or  proprietary  nature  relative  to  Company,  and (ii)
Employee agrees to keep  confidential all information  contained in this Release
(except to the extent  (A)  Company  consents  in  writing  to  disclosure,  (B)
Employee  is  required by process of law to make such  disclosure  and  Employee
promptly  notifies  Company of receipt by Employee of such process,  or (C) such
information previously shall have become publicly available other than by breach
hereof on the part of Employee).

         Employee  acknowledges and agrees that neither anything in this Release
nor the offer, execution,  delivery, or acceptance thereof shall be construed as
an admission by Company of any kind, and this Release shall not be admissible as
evidence in any proceeding except to enforce this Release.

         It is the intention of Employee in executing  this  instrument  that it
shall be effective as a bar to each and every claim, demand, grievance and cause
of action  hereinabove  specified.  In furtherance of this  intention,  Employee
hereby expressly consents that this Release shall be given full force and effect
according to each and all of its express terms and  provisions,  including those
relating to unknown and  unsuspected  claims,  demands and causes of action,  if
any, as well as those relating to any other claims, demands and causes of action
hereinabove specified,  and elects to assume all risks for claims that now exist
in Employee's  favor,  known or unknown,  that are released  under this Release.
Employee  acknowledges  Employee may hereafter discover facts different from, or
in addition to, those  Employee now knows or believes to be true with respect to
the claims, demands, liens, agreements,  contracts,  covenants,  actions, suits,
causes of action,  wages,  obligations,  debts,  expenses,  damages,  judgments,
orders and liabilities  herein released,  and agrees the release herein shall be
and remain in effect in all respects as a complete and general release as to all
matters released herein, notwithstanding any such different or additional facts.

         If any  provision  of  this  Release  or  application  thereof  is held
invalid, the invalidity shall not affect other provisions or applications of the
Release which can be given effect without the invalid  provision or application.
To this end, the provisions of this Release are severable.

         Employee  represents  and warrants  that  Employee  has not  heretofore
assigned or transferred  or purported to assign or transfer to any person,  firm
or corporation any claim,  demand,  right,  damage,  liability,  debt,  account,
action, cause of action, or any other matter herein released.

         Employee  represents  that he is not aware of any claims other than the
claims that are released by this instrument.  Employee  acknowledges  that he is
familiar with the provisions of California Civil Code Section 1542, which states
as follows:

                                       2
<PAGE>

                  A general release does not extend to claims which the creditor
                  does not know or  suspect to exist in his favor at the time of
                  executing  the  release,  which  if  known  by him  must  have
                  materially affected his settlement with the debtor.

Employee,  being aware of such Code  section,  agrees to waive any rights he may
have  thereunder,  as well as under any other statute or common law principle of
similar effect.

                               NOTICE TO EMPLOYEE

         The law requires  that Employee be advised and Company  hereby  advises
Employee in writing to consult with an attorney and discuss this Release  before
executing it.  Employee  acknowledges  Company has provided to Employee at least
twenty-one  (21)  calendar days within which to review and consider this Release
before signing it.

         Should  Employee  decide not to use the full twenty-one (21) days, then
Employee  knowingly and  voluntarily  waives any claims that Employee was not in
fact given that period of time or did not use the entire twenty-one (21) days to
consult an attorney and/or  consider this Release.  Employee  acknowledges  that
Employee  may revoke this Release for up to seven (7)  calendar  days  following
Employee's  execution of this Release and that it shall not become  effective or
enforceable  until  such  revocation   period  has  expired.   Employee  further
acknowledges and agrees that such revocation must be in writing and delivered to
Company in  accordance  with Section 11(b) of the Agreement and must be received
by Company as so  addressed  not later than  midnight on the  seventh  (7th) day
following  Employee's  execution  of this  Release.  If Employee so revokes this
Release, the Release shall not be effective or enforceable and Employee will not
receive the monies and benefits  described  above.  If Employee  does not revoke
this  Release  in the time frame  specified  above,  the  Release  shall  become
effective  at  12:00:01  A.M.  on the  eighth  (8th)  day  after it is signed by
Employee.

                PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A
                GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

         I have read and understood  the foregoing  General  Release,  have been
advised to and have had the  opportunity  to  discuss  it with  anyone I desire,
including  an attorney  of my own  choice,  and I accept and agree to its terms,
acknowledge  receipt of a copy of the same and the sufficiency of the monies and
benefits  described above, and hereby execute this Release  voluntarily and with
full understanding of its consequences.



Dated:
      ----------------------         -------------------------------------------
                                                  KENT P. AINSWORTH

                                       3
<PAGE>


                                    EXHIBIT B

                                 GENERAL RELEASE
                               (Group Termination)


         This General  Release  ("Release") is executed and delivered by KENT P.
AINSWORTH  ("Employee")  to and for the benefit of URS  Corporation,  a Delaware
corporation,  and any parent,  subsidiary or affiliated  corporation  or related
entity of URS Corporation (collectively, "Company").

         In  consideration  of certain payments and benefits which Employee will
receive  following  termination  of  employment  pursuant  to the  terms  of the
Employment  Agreement  entered  into as of  September  ___,  2000,  between  the
Employee and the Company (the  "Agreement"),  the  sufficiency of which Employee
hereby  acknowledges,  Employee  hereby  agrees not to sue and  fully,  finally,
completely  and  generally  releases,   absolves  and  discharges  Company,  its
predecessors,  successors, subsidiaries, parents, related companies and business
concerns,   affiliates,   partners,  trustees,   directors,   officers,  agents,
attorneys,  servants,  representatives and employees, past and present, and each
of them (hereinafter  collectively  referred to as "Releasees") from any and all
claims, demands, liens, agreements, contracts, covenants, actions, suits, causes
of action,  grievances,  arbitrations,  unfair labor  practice  charges,  wages,
vacation  payments,  severance  payments,  obligations,   commissions,  overtime
payments,  workers compensation  claims,  debts, profit sharing or bonus claims,
expenses,  damages,  judgments,  orders and/or  liabilities  of whatever kind or
nature in law,  equity or otherwise,  whether known or unknown to Employee which
Employee  now  owns or  holds  or has at any  time  owned  or  held  as  against
Releasees,  or any of them  through  the date  Employee  executes  this  Release
("Claims"),  including specifically but not exclusively and without limiting the
generality  of the  foregoing,  any and all Claims  arising out of or in any way
connected to Employee's employment with or separation of employment from Company
including any Claims based on contract, tort, wrongful discharge,  fraud, breach
of fiduciary duty, attorneys' fees and costs,  discrimination in employment, any
and all acts or  omissions  in  contravention  of any  federal  or state laws or
statutes  (including,  but not limited to, federal or state securities laws, any
deceptive  trades  practices  act or any  similar act in any other state and the
Racketeer  Influenced and Corrupt  Organizations Act), and any right to recovery
based on state or federal age, sex,  pregnancy,  race,  color,  national origin,
marital  status,  religion,  veteran  status,  disability,  sexual  orientation,
medical  condition,   union  affiliation  or  other   anti-discrimination  laws,
including,  without limitation,  Title VII, the Age Discrimination in Employment
Act, the Americans with  Disabilities Act, the National Labor Relations Act, the
California Fair Employment and Housing Act, and any similar act in effect in any
jurisdiction applicable to Employee or the Company, all as amended, whether such
claim be based upon an action  filed by  Employee or by a  governmental  agency;
provided,  however,  that,  expressly excluded from this Release are any and all
Claims Employee may have for indemnification under the Bylaws of the Company and
any Claims arising under the terms of the Indemnification  Agreement between URS
Corporation and Employee dated as of ________________________ and any amendment,
supplement or replacement thereof.

         During the time Employee is entitled to any Change in Control  Payment,
Severance Payment or Severance  Benefits,  as defined and provided in Sections 6
and 7 of the Agreement,

                                       1
<PAGE>

Employee  agrees (i) to assist,  as  reasonably  requested  by  Company,  in the
transition of Employee's  responsibilities  and (ii) not to solicit any employee
of Company to terminate or cease  employment with Company.  Without  superseding
any other agreements, including the Agreement, and obligations Employee has with
respect  thereto,  (i) Employee agrees not to divulge any information that might
be of a  confidential  or  proprietary  nature  relative  to  Company,  and (ii)
Employee agrees to keep  confidential all information  contained in this Release
(except to the extent  (A)  Company  consents  in  writing  to  disclosure,  (B)
Employee  is  required by process of law to make such  disclosure  and  Employee
promptly  notifies  Company of receipt by Employee of such process,  or (C) such
information previously shall have become publicly available other than by breach
hereof on the part of Employee).

         Employee  acknowledges and agrees that neither anything in this Release
nor the offer, execution,  delivery, or acceptance thereof shall be construed as
an admission by Company of any kind, and this Release shall not be admissible as
evidence in any proceeding except to enforce this Release.

         It is the intention of Employee in executing  this  instrument  that it
shall be effective as a bar to each and every claim, demand, grievance and cause
of action  hereinabove  specified.  In furtherance of this  intention,  Employee
hereby expressly consents that this Release shall be given full force and effect
according to each and all of its express terms and  provisions,  including those
relating to unknown and  unsuspected  claims,  demands and causes of action,  if
any, as well as those relating to any other claims, demands and causes of action
hereinabove specified,  and elects to assume all risks for claims that now exist
in Employee's  favor,  known or unknown,  that are released  under this Release.
Employee  acknowledges  Employee may hereafter discover facts different from, or
in addition to, those  Employee now knows or believes to be true with respect to
the claims, demands, liens, agreements,  contracts,  covenants,  actions, suits,
causes of action,  wages,  obligations,  debts,  expenses,  damages,  judgments,
orders and liabilities  herein released,  and agrees the release herein shall be
and remain in effect in all respects as a complete and general release as to all
matters released herein, notwithstanding any such different or additional facts.

         If any  provision  of  this  Release  or  application  thereof  is held
invalid, the invalidity shall not affect other provisions or applications of the
Release which can be given effect without the invalid  provision or application.
To this end, the provisions of this Release are severable.

         Employee  represents  and warrants  that  Employee  has not  heretofore
assigned or transferred  or purported to assign or transfer to any person,  firm
or corporation any claim,  demand,  right,  damage,  liability,  debt,  account,
action, cause of action, or any other matter herein released.

         Employee  represents  that he is not aware of any claims other than the
claims that are released by this instrument.  Employee  acknowledges  that he is
familiar with the provisions of California Civil Code Section 1542, which states
as follows:

                                       2
<PAGE>

                  A general release does not extend to claims which the creditor
                  does not know or  suspect to exist in his favor at the time of
                  executing  the  release,  which  if  known  by him  must  have
                  materially affected his settlement with the debtor.

Employee,  being aware of such Code  section,  agrees to waive any rights he may
have  thereunder,  as well as under any other statute or common law principle of
similar effect.

                               NOTICE TO EMPLOYEE

         The law requires  that Employee be advised and Company  hereby  advises
Employee in writing to consult with an attorney and discuss this Release  before
executing it.  Employee  acknowledges  Company has provided to Employee at least
forty-five  (45)  calendar days within which to review and consider this Release
before signing it.

         Should  Employee  decide not to use the full forty-five (45) days, then
Employee  knowingly and  voluntarily  waives any claims that Employee was not in
fact given that period of time or did not use the entire forty-five (45) days to
consult an attorney and/or  consider this Release.  Employee  acknowledges  that
Employee  may revoke this Release for up to seven (7)  calendar  days  following
Employee's  execution of this Release and that it shall not become  effective or
enforceable  until  such  revocation   period  has  expired.   Employee  further
acknowledges and agrees that such revocation must be in writing and delivered to
Company in  accordance  with Section 11(b) of the Agreement and must be received
by Company as so  addressed  not later than  midnight on the  seventh  (7th) day
following  Employee's  execution  of this  Release.  If Employee so revokes this
Release, the Release shall not be effective or enforceable and Employee will not
receive the monies and benefits  described  above.  If Employee  does not revoke
this  Release  in the time frame  specified  above,  the  Release  shall  become
effective  at  12:00:01  A.M.  on the  eighth  (8th)  day  after it is signed by
Employee.

         The law requires  that  Employee be provided a detailed list of the job
titles and ages of all employees who were  terminated in this group  termination
and the ages of all employees of the Company in the same job  classification  or
organizational unit who were not terminated. Employee acknowledges that Employee
has been provided with this information.

                                       3
<PAGE>

                PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A
                GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

         I have read and understood  the foregoing  General  Release,  have been
advised to and have had the  opportunity  to  discuss  it with  anyone I desire,
including  an attorney  of my own  choice,  and I accept and agree to its terms,
acknowledge  receipt of a copy of the same and the sufficiency of the monies and
benefits  described above, and hereby execute this Release  voluntarily and with
full understanding of its consequences.



Dated:
      ---------------------         --------------------------------------------
                                                 KENT P. AINSWORTH

                                       4