Exhibit 10.12

EMPLOYMENT AGREEMENT

This
Employment Agreement (the "Agreement") is hereby entered into effective as of April 12, 2006, between DynCorp International LLC, a Delaware limited liability company (the
"Company"), and Robert B. Rosenkranz ("Executive").

In
consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.     Employment.

1.1. Position.During the Term (as hereinafter defined) of this Agreement, and subject to the terms and conditions set forth
herein, the Company agrees to employ Executive as a Vice President, and President of its ITS Division, reporting to the President of the Company.

1.2. Fulfillment of Duties.During the Term of this Agreement, Executive shall (i) devote his full business time and
best efforts to the performance of his services hereunder, excluding vacation periods and periods of illness or incapacity, and (ii) perform his services hereunder faithfully, diligently and to
the best of his skill and ability.

1.3. Location.During the Term of this Agreement, Executive will perform his duties and services at the Company's Falls
Church, Virginia office or such location(s) as he shall deem appropriate, except that Executive agrees to make such business trips to the Company's other locations as may be reasonable and necessary
in the performance of his services hereunder.

2.     Compensation and Benefits.

2.1. Salary.In consideration of and as compensation for the services agreed to be performed by Executive hereunder, the
Company agrees to pay Executive during the Term of this Agreement a base annual salary (the "Base Salary") of not less than $360,000 per year, less standard deductions and withholdings, payable
bi-monthly in accordance with the Company's regular payroll practices. The Company will review Executive's Base Salary and other compensation (including bonuses and incentive compensation)
from time to time during the Term of this Agreement and, at the recommendation of the Compensation Committee (the "Committee") of the Board, may increase his Base Salary or other compensation
(including incentive compensation) from time to time. Any increase in Base Salary or other compensation (including incentive compensation) shall in no way limit or reduce any other obligation of the
Company hereunder and, once established at an increased rate, Executive's Base Salary hereunder shall not be reduced.

2.2. Incentive Compensation.During the Term of this Agreement, in addition to the Base Salary provided in Section 2.1
above, Executive shall be eligible to receive additional incentive compensation in an amount not to exceed amounts prescribed in the Company's Executive Incentive Compensation Plan ("Plan") using a
target incentive percentage of no less than 50% ("Incentive Compensation"); provided, however, that no portion of his Incentive Compensation shall be paid in shares of the Company unless the Executive
requests the delivery of such shares. The Executive shall also be entitled to the benefits of any modifications or amendments to such Plan adopted after the effective date hereof that enhance benefits
payable under the Plan.

2.3. Other Benefits.During the Term of this Agreement, Executive shall be entitled to the benefits listed on
Exhibit A, and any other benefits adopted after the effective date of this Agreement

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for
the benefit of senior executives of the Company; provided that such additional benefits shall not in any way limit or detract from the benefits described on Exhibit A.

3.     Term.

3.1. Term.The term of employment under this Agreement means the period that commenced on April 1, 2006 and expiring
at midnight on March 31, 2011; provided, that this Agreement will automatically renew for additional periods of one (1) year each commencing on April 1 of each successive year
following the initial Term unless written notice of intent not to renew is delivered by the Company or the Executive to the other party at least 90 days prior to the effective date of any
renewal hereof.

3.2. Termination of Employment

Executive's
employment with the Company may be terminated under the following conditions:



4.     Compensation upon Termination.

4.1. Retirement, Death or Complete Disability.If Executive's employment is terminated by his Retirement, death or Complete
Disability, Executive (or his heirs or legal representative) shall be entitled to Executive's Base Salary and accrued and unused vacation earned through the date of termination, subject to standard
deductions and withholdings. In addition, upon Executive's (or his heirs or legal representative) furnishing to the Company an executed waiver and release of claims (a

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form
of which is attached hereto as Exhibit B, which will be revised for signature by Executive's heirs or legal representative if applicable), Executive (or his heirs or legal representative)
shall be entitled to:



4.2. Termination for Cause by the Company or Resignation by Executive.If Executive's employment is terminated by the Company
for Cause or if Executive resigns (other than for Good Cause), the Company shall pay Executive's accrued Base Salary and accrued and unused vacation benefits earned through the date of termination at
the rate in effect at the time of the notice of termination to Executive or Executive's notice of resignation to the Company.

4.3. Termination without Cause by the Company or Termination by the Executive for Good Cause.If the Company terminates
Executive's employment without Cause (except under any circumstance in which Section 4.1 is applicable to Executive, in which case this Section 4.3 shall not apply), or if the Executive
terminates this Agreement for Good Cause, Executive shall be entitled to Executive's Base Salary and a pro rated portion of his Incentive Compensation that would be payable to the Executive based on
projected Company performance through the termination date, less standard deductions and withholdings, and accrued and unused vacation earned through the date of termination, subject to standard
deductions and withholdings. In addition, upon Executive's furnishing to the Company an executed copy of the waiver and release of claims (a form of which is attached hereto as Exhibit B),
Executive (or his heirs or legal representative) shall be entitled to:



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5.     Definitions.

For purposes of this Agreement, the following terms shall have the following meanings:

5.1. Complete Disability."Complete Disability" shall mean the inability of Executive to perform Executive's duties under
this Agreement because Executive has become permanently disabled within the meaning of any policy of disability income insurance covering employees of the Company then in force. In the event the
Company has no policy of disability income insurance covering employees of the Company in force when Executive becomes disabled, the term "Complete Disability" shall mean the inability of Executive to
perform Executive's duties under this Agreement by reason of any incapacity, physical or mental, which the Board, based upon medical advice or an opinion provided by a licensed physician acceptable to
the Board, determines to have incapacitated Executive from satisfactorily performing all of Executive's usual services for the Company for a period of at least one hundred twenty (120) days
during any twelve (12) month period (whether or not consecutive). Based upon such medical advice or opinion, the determination of the Board shall be final and binding and the date such
determination is made shall be the date of such Complete Disability for purposes of this Agreement.

5.2. For Cause.For "Cause" shall mean:



5.3. Good Cause."Good Cause" shall mean any of the following actions taken by the Company or any subsidiary that employs the
Executive: assignment of the Executive to duties that are materially inconsistent with his status as a senior executive or which represent a substantial diminution of his duties or responsibilities in
the Company, a reduction in Executive's Base Salary, except in connection with an across-the-board salary reduction for all executives, a failure by the Company to pay any of
Executive's compensation in accordance with Company policy, a substantial reduction in or elimination of any of the benefits described on Exhibit A, the relocation of the Executive to a
location more than 35 miles from Washington, D.C. without Executive's consent, change of Executive's title, a failure to comply with the obligations of the Company under Sections 1.1 and 1.2 hereof,
or the failure of a successor to the Company to confirm in writing within 5 business days of its succession its obligation to assume and perform all obligations of this Agreement, providedthat any such
events described in this

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Section 5.3
shall constitute Good Cause only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good
Cause.

5.4. Annual Base Compensation."Annual Base Compensation" shall mean the total of the Executive's most recent annual salary
and target incentive under the Company's Executive Incentive Plan.

5.5. Retirement."Retirement" shall mean the voluntary retirement of the Executive from the Company (a) at or after
age 62 or (b) at any time after the combination of the Executive's age and service with the company or any predecessor or subsidiary equals or exceeds 75 years.

6.     Non-Solicitation and Confidentiality.

6.1. Non-Solicitation.Executive hereby covenants and agrees that during the Term of this Agreement and for a
period of one year following the termination of this Agreement, he will not directly or through a third party employ or solicit for employment any employees of the Company or any persons who were
employees of the Company at any time during the twelve-month period immediately prior to any such solicitation or proposed solicitation or employment.

6.2. Confidentiality.Except as required by law or an order of a court or governmental agency with jurisdiction, the
Executive shall not, during the period he is employed by the Company and for a period of one year thereafter, disclose Confidential Information (as defined below) to any person or entity for any
reason or purpose whatsoever. Executive shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. All such
Confidential Information shall remain the exclusive property of the Company.

6.3 Confidential Information.For purposes of this Agreement and specifically Section 6.2 above, "Confidential
Information" shall mean non-public information concerning the Company's business or operations, plans, strategies, prospects or objectives; its sales, services, support and marketing
plans, practices and operations; the prices, costs and details of its services or prospective services; the financial condition and results of its operations; information received from third parties
under confidential conditions; the Company's personnel and compensation policies; and means of gaining access to the Company's computer data systems and related information. "Confidential Information"
shall not include general knowledge based on Executive's experience in the industry, information generally known in the industry, or information that is or becomes generally available to the public
other than as a result of disclosure by the Executive.

7.     Miscellaneous.

7.1. Indemnification.The Company agrees at all times during the term of this Agreement and thereafter, to indemnify, defend
and hold the Executive, his heirs, estate and legal representatives harmless from, any and all claims, liabilities, demands, allegations, causes of action, or other threats, related to or in any way
arising out of, the services provided by the Executive under this Agreement or at the request of the Company; provided, however, that this indemnification shall not apply to acts or omissions that are
the result of conduct that would preclude the Executive from receiving indemnification under Section 145 of the Delaware General Corporation Law in effect from time to time. Upon receipt of
notice of the assertion of any such claim, liability, demand, allegation, cause of action or other threat, the Company shall pay the Executive the cost of his defense by a counsel mutually acceptable
to the Company and Executive, and shall be responsible for the full payment of any judgment including damages or penalties, including punitive damages or penalties, that may be assessed or payable as
a result of a settlement to which the Company and the Executive consent, including the deductible portion of any loss covered by Director and Officer Liability Insurance.

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Nothing
herein shall limit the rights of the Executive to the protections afforded by the Company's Directors and Officers Liability Insurance as in effect from time to time.

7.2. Compliance with Company Policies.During the term of this Agreement, the Executive shall at all times comply with all
applicable Company policies and procedures, including the Company's Standards of Business Conduct.

7.3. Notices.Any written notice, required or permitted under this Agreement, shall be deemed sufficiently given if either
hand delivered or if sent by fax or overnight courier. Written notices must be delivered to the receiving party at his or its address on the signature page of this Agreement. The parties may change
the address at which written notices are to be received in accordance with this section.

7.4. Assignment.Executive may not assign, transfer, or delegate his rights or obligations hereunder and any attempt to do so
shall be void. This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns and the term "Company" as used herein shall include such successors and
assigns to the extent applicable.

7.5. Entire Agreement.This Agreement, including Exhibits A and B, contains the entire agreement of the parties with respect
to the subject matter hereof, and all other prior agreements, written or oral, are hereby superseded and are of no further force or effect; provided, however, that any and all prior agreements
covering the benefits described in Exhibit A shall continue in full force and effect in accordance with their terms. This Agreement may be modified or amended only by a written agreement that
is signed by the Company and Executive. No waiver of any section or provision of this Agreement will be valid unless such waiver is in writing and signed by the party against whom enforcement of the
waiver is sought. The waiver by the Company of any section or provision of this Agreement shall not apply to any subsequent breach of this Agreement. Captions to the various sections in this Agreement
are for the convenience of the parties only and shall not affect the meaning or interpretation of this Agreement. This Agreement may be executed in several counter-parts, each of which shall be deemed
an original, but together they shall constitute one and the same instrument.

7.6. Severability.The provisions of this Agreement shall be deemed severable, and if any part of any provision is held
illegal, void, or invalid under applicable law such provision may be changed to the extent reasonably necessary to make the provision, as so changed, legal, valid and binding. If any provision of this
Agreement is held illegal, void, or invalid in its entirety, the remaining provisions of this Agreement shall not in any way be affected or impaired but shall remain binding in accordance with their
terms.

7.7 Withholding Taxes.The Company may withhold from any amounts payable under this Agreement such Federal, state and local
taxes as may be required to be withheld pursuant to any applicable law or regulation.

7.8. Applicable Law.This Agreement and the rights and obligations of the Company and Executive thereunder shall be governed
by and construed and enforced under the laws of the State of New York without regard to New York's conflict of laws rules.

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In
Witness Whereof, the parties have executed this Agreement effective as of the date first above written.

|                |  | DYNCORP INTERNATIONAL LLC
|--------------- |  | -------------------------
|                |  | By:                      
|with a copy to: |  |                          
|                |  | Executive                
|                |  | By:                      
|at:             |  |                          

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EXHIBIT A    BENEFITS FOR EXECUTIVE'S EMPLOYMENT AGREEMENT

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EXHIBIT B    RELEASE AND WAIVER OF CLAIMS

In consideration of the payments and other benefits set forth in the Employment Agreement dated April , 2006, to which
this form is attached, I, Robert B. Rosenkranz, hereby furnish DynCorp International Inc. (the "Company"), with the following release and waiver
("Release and Waiver").

I
hereby release, and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns affiliates and benefit plans, all of their past and
present officers, directors, agents, and insurers, in all capacities, including individually (all of which organizations and persons are hereinafter collectively identified as the
"Company Parties"), from any and all claims, demands, actions, indemnities, liabilities, or obligations of whatever kind and nature, which I may have
had, may now have, or may hereafter claim to have through the date this Release and Waiver is executed, whether known or unknown, contingent or otherwise, at law or in equity, including, without
limitation, any claim arising at any time prior to and including my employment termination date with respect to any claims relating to my employment and the termination of my employment, all
compensation and benefits relating to my employment (including but not limited to, claims for salary, bonuses, commissions, stock, stock options, vacation pay, fringe benefits, severance pay or any
form of compensation); any claim of discrimination based on my race, color, religion, sex, national origin, or disability, if any; any claim that the Company Parties have violated any federal, state
or local statute, regulation, or ordinance with respect to my employment or the cessation thereof, including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §
1981, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, and the ordinances of the County
 and the City of
; any claim that the Company Parties have wrongfully terminated my employment or breached any oral,
written, express, or implied employment agreement; any
claim that the Company Parties have intentionally or negligently inflicted emotional distress, mental anguish or humiliation on me; any claim of the breach of any implied covenant of good faith and
fair dealing; any claim of damages, monetary or other personal relief, and/or attorney's fees in any administrative and/or judicial proceeding initiated by me, by any third party on my behalf, or by
any governmental authority prior to or following my execution of this Release and Waiver; any claim of libel, slander and/or defamation of character; any retaliation, "whistleblower," or public policy
claim; and any other claim of whatever kind not specifically identified in this Release and Waiver; provided, however, that this release does not extend to and will not release the Company from any of
its obligations under the Employment Contract or Exhibit A thereof.

I
acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration
given for this Release and Waiver is in addition to anything of value to which I was already entitled as an Executive of the Company. I further acknowledge that I have been advised, as required by the
Older Workers Benefit Protection Act, that: (a) the Release and Waiver granted herein does not relate to claims which may arise after this Release and Waiver is executed; (b) I have the
right to consult with an attorney, at my expense, prior to executing this Release and Waiver (although I may choose voluntarily not to do so); (c) I have twenty-one (21) days
from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I
am entitled to revoke my consent to this
Release and Waiver within seven (7) days following the execution of this Release by delivering written revocation notice to
 at
[Address] and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired. If I timely revoke this Release and Waiver
after signing it, this Release and Wavier will become null and void and the Company will have no obligation to provide me any of the consideration given for this Release and Waiver.

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