EXHIBIT 10.18

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT  AGREEMENT (the "Agreement") is entered into as of December
17, 2001, by and between MARK H. PERRY (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").

     1. TERM OF EMPLOYMENT.

          (a) Basic Rule.  The Company  agrees to employ the  Employee,  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 Subsection (b), (c), (d), (e) or (f) below.

          (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.  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;

               (iii) The  Employee's  conviction  of, or plea of "guilty" or "no
          contest" to, a felony; or

               (iv) The Employee's  disobedience of orders and directives of the
          Chief Financial Officer of the Company.

          (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.


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          (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 the 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 a result of his incapacity due to physical
     or mental  illness.  In the event the Employee  resumes the  performance of
     substantially all of his duties hereunder before  termination of his active
     employment  under  this  Section  1(f)  becomes  effective,  the  notice of
     termination shall automatically be deemed to have been revoked because of a
     mental or physical impairment that substantially  affects one or more major
     life activities.

          (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 Vice President,  Finance and Corporate Controller
     of the Company for the term of his  employment  under this  Agreement.  The
     Employee  shall  report to the Chief  Financial  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 Vice President and Corporate
     Controller  position for such  corporations and entities as may be required
     by such Chief  Financial  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 from the San Francisco Bay Area, 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 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 Financial  Officer of
     the Company. The foregoing,  however,  shall not preclude the Employee from
     (i) engaging in appropriate civic, charitable or religious activities,


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     (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 Three Hundred Thousand Dollars ($300,000), 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 forty percent (40%) 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.

     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.


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     6. CERTAIN TERMINATIONS OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL.

          (a)  Definition.  For all purposes  under this  Agreement,  "Change in
     Control" shall mean that,  after the date of this  Agreement,  any "person"
     (as  such  term is used in  Sections  13(d)  and  14(d)  of the  Securities
     Exchange  Act of 1934,  as amended)  other than a person  that  immediately
     before the acquisition or aggregation of securities referred to immediately
     hereafter,  directly or indirectly controls,  is controlled by, or is under
     common control with the Company,  through the acquisition or aggregation of
     securities,  becomes  the  beneficial  owner,  directly or  indirectly,  of
     securities of the Company  representing  51 percent or more of the combined
     voting power of the then outstanding  securities ordinarily (and apart from
     rights  accruing under special  circumstances)  having the right to vote at
     elections of directors (the "Base Capital  Stock");  except that any change
     in the relative  beneficial  ownership of the  Company's  securities by any
     person  resulting solely from a reduction in the aggregate number of shares
     of  Base  Capital  Stock,  and any  decrease  thereafter  in such  person's
     ownership of securities shall be disregarded until such person increases in
     any manner,  directly or indirectly,  such person's beneficial ownership of
     any securities of the Company.

          (b) Good Reason. For all purposes under this Agreement,  "Good Reason"
     shall  mean  that  the  Employee  has  incurred  a  reduction  in his  Base
     Compensation or annual target bonus.

          (c) Change in Control Payment and Severance  Benefits.  If, during the
     term of this  Agreement  and (i) within one year after the  occurrence of a
     Change in Control, the Employee voluntarily resigns his employment for Good
     Reason,  (ii) within one year after the  occurrence of a Change in Control,
     the Company terminates the Employee's  employment for any reason other than
     Cause or  Disability,  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
     Subdivision  (ii) of Section  7(a).  No Change in Control  payment shall be
     made in case  of  termination  of  employment  of  Employee  by  reason  of
     resignation of Employee other than for Good Reason,  death of Employee,  or
     any other  circumstance  not  specifically  and expressly  described in the
     immediately  preceding sentence.  The Change in Control Payment shall be in
     an amount  determined  under Section 6(d) below 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 below.  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
     Sections  4 and 6 with  respect to  periods  subsequent  to the date of the
     employment termination and (iii) any entitlement to a Severance Payment (as
     defined in Subdivision (i) of Section 7(a) below). In addition, at the time
     of the  employment  termination,  the Company shall pay to the Employee all
     accrued and unpaid vacation.

          (d) Amount of Change in Control  Payment.  The amount of the Change in
     Control  Payment shall be equal to one hundred forty percent  (140%) of the
     Employee's  annual rate of Base  Compensation,  as in effect on the date of
     the Change in Control.


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          (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 below.  In  addition,  at the time of the
          employment  termination,  the Company  shall pay to the  Employee  all
          accrued and 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  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


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          coverage  absent such  termination)  (payments and benefits under this
          Subdivision (ii) of Section 7(a), collectively "Severance Benefits").

          (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, 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  Benefits  provided under  Subdivision (ii) of Section
7(a) 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


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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  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) below 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 this purpose.


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          (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  December  17,  2001,  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.

          (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 form of General
     Release  attached to this Agreement as Exhibit A, shall be finally  settled
     by binding arbitration in accordance with the Commercial  Arbitration Rules
     of the American


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     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.

     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.



                                        ----------------------------------------
                                        MARK H. PERRY

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



                                        URS CORPORATION



                                        By:
                                           -------------------------------------
                                        Name:   Kent P. Ainsworth
                                        Title:  Executive Vice President and
                                                   Chief Financial Officer

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


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                                    EXHIBIT A

                                 GENERAL RELEASE
                            (INDIVIDUAL TERMINATION)

     This General Release ("Release") is executed and delivered by MARK H. PERRY
("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 December 17, 2001, 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  December  17,  2001 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:

          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.


                                     - 2 -
<PAGE>

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  (forty-five  (45) calendar days, in the case of a
group  termination)  within  which to review and consider  this  Release  before
signing it.

     Should  Employee  decide not to use the full  twenty-one (21) or forty-five
(45) days, as applicable,  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) or 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.

     In the case of a group  termination,  the law  requires  that  Employee  be
provided a detailed  list of the job titles and ages of all  employees  who were
terminated in the 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.

                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:                                  ----------------------------------------
      ----------------------            MARK H. PERRY


                                     - 3 -