<PAGE>

                                                                    EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of July
1, 2003, by and between IRWIN L. ROSENSTEIN (the "Employee") and URS
CORPORATION, a Nevada corporation (the "Company").

                                   WITNESSETH:

         WHEREAS, the Employee entered into an Employment Agreement with URS
Corporation Consultants, Inc., a Delaware corporation and an affiliate of the
Company effective as of October 12, 2000 (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;

         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 to and until October 31, 2005, on which date the
Employee shall retire (the "Retirement"), unless the Employee's employment
terminates earlier 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 at any time 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

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

                                       1.

<PAGE>

                  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 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. 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. 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 any 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. Effective July 1, 2003, the Employee shall
be employed as Chairman, URS Division. The Employee shall report to the Chief
Executive Officer (the "Chief Executive Officer") of URS Corporation, a Delaware
corporation ("URS Delaware"). The Employee shall assist the President, URS
Division, in the transition of leadership in the URS Division, which shall
include assistance in ensuring that key executives of the Company support the
activities and leadership of URS Division. The Employee shall meet with existing
clients of the Company in order to transition effectively the relationship of
new management with the clients. The Employee shall also advise the Chief
Executive Officer and the Board of Directors of URS Delaware on the progress of
the transition and engage in special projects as mutually agreed between the
Employee and the Chief Executive Officer. It is anticipated that the

                                       2.

<PAGE>

Employee's duties will require him to travel only to the extent reasonably
necessary to fulfill the duties specified above. The location of the Employee's
principal office shall be in New York City unless and until changed by mutual
agreement between the Company and the Employee. 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.

                  (b)      OBLIGATIONS. During the term of his Employment under
this Agreement, the Employee shall devote his full business efforts and time to
the Company, URS Delaware and their parent, subsidiary and affiliated
corporations and related entities (collectively, "URS") and shall not render
services to any other person or entity without the prior written consent of the
Chief Executive Officer. 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 any URS entity, 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 ADDITIONAL CASH PAYMENTS.

                  (a)      BASE COMPENSATION. From the date of this Agreement
until the Employee's Retirement or until the Employee's earlier termination of
employment pursuant to Section 1(c), (d), (e) or (f), the Company agrees to pay
the Employee as compensation for his services a base salary at an annual rate of
Five Hundred Thousand Dollars ($500,000). Such base salary shall be payable in
accordance with the Company's standard payroll procedures. (The annual salary
specified in this Section 3(a) is referred to in this Agreement as "Base
Compensation.")

                  (b)      SUPPLEMENTAL PAYMENTS. Effective November 1, 2003,
the Employee shall become entitled to receive the total sum of One Million Six
Hundred Fifty Thousand Dollars ($1,650,000), which sum shall be payable in
fifty-two (52) equal bi-weekly installments of Thirty-One Thousand Seven Hundred
Thirty Dollars and Seventy-Seven Cents ($31,730.77) each concurrrently and in a
manner consistent with the Company's standard payroll practices for executives.
(The bi-weekly installment payments specified in this Section 3(b) are referred
to in this Agreement as the "Supplemental Payments.")

                  (c)      CONTINUATION OF BASE COMPENSATION AND SUPPLEMENTAL
PAYMENTS IN THE EVENT OF CERTAIN SPECIFIED TYPES OF TERMINATION.

                           (i)      BASE COMPENSATION. Notwithstanding the
foregoing or anything in this Agreement to the contrary, in the event that the
Employee's employment with the

                                       3.

<PAGE>

Company terminates prior to his Retirement by reason of a termination by the
Company without Cause pursuant to Section 1(b), then payment of Base
Compensation shall continue until the time and in the manner as set forth above
under Section 3(a).

                           (ii)     SUPPLEMENTAL PAYMENTS.

                                    (1)      In the event the Employee's
employment with the Company terminates at any time after the date of this
Agreement but prior to his Retirement by reason of the death of the Employee
pursuant to Section 1(e), and prior to the completion of the Supplemental
Payments, then the remaining balance of the Supplemental Payments due pursuant
to Section 3(b) above shall be paid in a lump sum either (i) to the Employee's
beneficiaries designated under the Company's group term life insurance as soon
as is administratively practicable and in any event within ninety (90) days of
the Employee's death, or (ii) if there is no such designation of beneficiaries,
then to the executor of the Employee's estate as soon as is administratively
practical and in any event within ninety (90) days of the Employee's death or,
if later, within thirty (30) days following the Company's receipt of notice of
the appointment of such executor.

                                    (2)      In the event the Employee's
employment with the Company terminates at any time after the date of this
Agreement but prior to his Retirement by reason of the Disability of the
Employee pursuant to Section 1(f), and prior to the completion of the
Supplemental Payments, then the remaining balance of the Supplemental Payments
due pursuant to Section 3(b) above shall be paid in a lump sum to the Employee
as soon as is administratively practicable and in any event within forty-five
(45) days of the Employee's termination.

                                    (3)      In the event the Employee's
employment with the Company terminates at any time after the date of this
Agreement but prior to his Retirement due to a termination by the Company
without Cause pursuant to Section 1(b), and prior to the completion of the
Supplemental Payments, then payment of the Supplemental Payments shall continue
until the time and in the manner as set forth above under Section 3(b).

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

                  (a)      PARTICIPATION IN THE URS ANNUAL BONUS PROGRAM. The
Employee shall continue to participate in the URS annual bonus plan with a
target bonus percentage of sixty five percent (65%) with respect to the URS
fiscal year ending October 31, 2003. The Employee shall not participate in the
URS annual bonus program with respect to any fiscal year ending after October
31, 2003. From and after the date of this Agreement, the Employee shall not be
entitled to participate in any other stock option, equity-based or other
incentive compensation plan or program.

                  (b)      OTHER PLANS. During the term of his employment under
this Agreement, the Employee shall be eligible to participate in the other
employee welfare benefit plans and programs maintained with respect to
executives of the Company, subject in each case to (i) the

                                       4.

<PAGE>

terms and conditions of the applicable plan or program, and to the
determinations of the Board of Directors of the URS Delaware or any committee
thereof (the "Board") or any other person administering such plan or program,
that are generally applicable to executives of the Company and (ii) amendment,
modification or termination of any such plan or program in the sole and absolute
discretion of URS.

                  (c)      LIFE INSURANCE BENEFITS. In addition to the
foregoing, the Company shall reimburse the Employee for the cost of
Company-provided life insurance currently being provided to the Employee and for
the cost of life insurance under a policy previously purchased by the Employee,
the aggregate coverage under both such policies being equal to approximately one
million dollars ($1,000,000); provided, however, that the Company's
reimbursement obligation shall end if such coverage is not available at
commercially reasonable rates. The Company shall provide such reimbursements to
the Employee until the Employee's employment under this Agreement is terminated
for any reason and during such time also shall pay to the Employee an additional
amount (the "Life Insurance Gross-Up Payment") such that after payment by the
Employee of all income and employment taxes in respect of all such
reimbursements paid by the Company and in respect of the Life Insurance Gross-Up
Payment, the Employee retains an amount of the Life Insurance Gross-Up Payment
equal to the income and employment taxes paid by the Employee in respect of the
reimbursements paid by the Company.

                  (d)      ADDITIONAL BENEFITS. As additional benefits under
this Agreement, the Employee shall receive the following upon Retirement or
earlier termination of employment with the Company due to Disability pursuant to
Section 1(f) or termination by the Company without Cause pursuant to Section
1(b):

                           (i)      The Employee shall receive credit for one
year of additional vesting for all grants of restricted stock and stock options
under applicable plans of the Company;

                           (ii)     The period during which the Employee may
exercise stock options granted under relevant stock option plans of the Company
shall be extended to the earlier of (i) three years from the date of Retirement
or such termination or (ii) the expiration date of the option; and

                           (iii)    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
long-term disability insurance coverage, if any, and the life insurance coverage
provided pursuant to Section 4(c) above 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 either may provide
such long-term disability and/or such group life insurance as may be available
at no greater cost than one hundred fifty percent (150%) of what the Company
would

                                       5.

<PAGE>

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).

         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 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) (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 shall be
performed by the independent auditors retained by URS Delaware for such purposes
(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.

         7.       NONDISCLOSURE.

                  During the term of this Agreement and thereafter, the Employee
shall not, without the prior written consent of Chief Executive Officer or 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 URS) confidential
information or proprietary data of URS, 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 URS. 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)

                                       6.

<PAGE>

relating to the business of URS, which he may then possess or have under his
control. Nothing in this Section 7 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 URS or any of its directors, officers, employees, agents or other
representatives.

         8.       RELEASE.

                  CONCURRENTLY WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE EMPLOYEE IS PROVIDING TO THE COMPANY THE RELEASE ATTACHED HERETO
AS EXHIBIT A, WHICH HEREBY IS INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE
(THE "RELEASE").

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

                  Should the Employee decide not to use the full twenty-one (21)
days, then the Employee knowingly and voluntarily waives any claims that the
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 the Release. The
Employee acknowledges that he may revoke the Release for up to seven (7)
calendar days following the Employee's execution of this Agreement and that it
shall not become effective or enforceable until such revocation period has
expired. The Employee further acknowledges and agrees that such revocation must
be in writing and delivered to the Company in accordance with Section 9(b) of
this Agreement and must be received by the Company as so addressed not later
than midnight on the seventh (7th) day following the Employee's execution of
this Agreement. If the Employee so revokes the Release, then the Release and
this Agreement shall not be effective or enforceable and Employee will not
receive the monies and benefits described above. If Employee does not revoke the
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.

         9.       MISCELLANEOUS PROVISIONS.

                  (a)      SUCCESSORS. Subject to the Section below relating to
"Assignments" and provided that the Employee may not delegate his duties
hereunder without the consent of the Board, 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

                                       7.

<PAGE>

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. In the case of the Company, mailed
notices shall be addressed to the corporate headquarters of URS Delaware 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, including without limitation the Employment
Agreement entered into as of October 12, 2000 between the Employee and URS
Corporation Consultants, Inc., a Delaware corporation (but not that certain
Indemnification Agreement dated as of May 1, 1992 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 any URS entity.

                  (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 any URS entity to the Employee under any policy, plan, program or
arrangement, including, without limitation, a contract between the Employee and
any URS entity.

                  (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.

                                       8.

<PAGE>

                  (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 the
Section of this Agreement, "Certain Additional Payments," 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
URS and the Employee 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 shall be void.

         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.

                                    /s/ IRWIN L. ROSENSTEIN
                                    --------------------------------------------
                                    IRWIN L. ROSENSTEIN

                                    Date: July 7, 2003

                                    URS CORPORATION,
                                    a Delaware corporation

                                    By: /s/ KENT P. AINSWORTH
                                    --------------------------------------------
                                    Name: Kent P. Ainsworth
                                    Title: Executive Vice President and
                                           Chief  Financial Officer
                                    Date: July 8, 2003

                                       9.

<PAGE>

                                    EXHIBIT A

                                 GENERAL RELEASE

         This General Release ("Release") is executed and delivered by IRWIN L.
ROSENSTEIN ("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, "URS").

         In consideration of certain payments and benefits which Employee will
receive pursuant to the terms of the Employment Agreement entered into as July
1, 2003, between the Employee and URS Corporation, a Nevada corporation (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 URS, 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 of the Agreement ("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
planned retirement from the 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.

         Notwithstanding the foregoing, Employee expressly does not release any
Claims that may arise with respect to the specific terms of the Agreement or the
Indemnification Agreement between the Company and the Employee dated as of May
1, 1992.

         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.

                                       1.

<PAGE>

         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:

                  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.

                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:__________________________                 _______________________________
                                                 IRWIN L. ROSENSTEIN

                                       2.