Exhibit 10.5

                              EMPLOYMENT AGREEMENT

            This  Employment  Agreement (the "Agreement") is hereby entered into
effective  as  of November 1, 2001, between DynCorp, a Delaware corporation (the
"Company") and Patrick C. FitzPatrick ("Executive").

            In  consideration of the mutual benefits derived from this Agreement
and of the agreements, covenants and provisions hereof, 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  its  Senior Vice President and Chief
         Financial  Officer  reporting only to the President and Chief Executive
         Officer of the Company.

1.2.     Election  to  Office.  During  the  Term of this Agreement, the Company
         shall use its best efforts to sustain and continue Executive's position
         and designation as Senior Vice President and Chief Financial Officer.

1.3.     Fulfillment  of  Duties.  As long as the Company sustains and continues
         Executive's  position  and  designation  as  Senior  Vice President and
         Chief  Financial Officer of the Company, Executive shall (i) devote his
         full-time  efforts  during  normal business hours to the performance of
         his  services  hereunder, except during vacation periods and periods of
         illness  or  incapacity,  except  that  nothing in this Agreement shall
         preclude  Executive  from  devoting  reasonable  periods  required  for
         serving  as  a  director, or member of a committee of, or holding other
         positions,  in  any organization involving no conflict of interest with
         the  interests  of  the Company and (ii) perform his services hereunder
         faithfully, diligently and to the best of his skill and ability.

1.4.     Location. During the Term of this Agreement, Executive will perform his
         duties  and  services  at the Company's Reston Virginia headquarters or
         such  location(s)  as  he shall deem appropriate, except that Executive
         agrees to make such business trips to the Company's principal executive
         offices  and  to  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 salary (the
         "Base  Salary")  of  not  less  than  $300,000  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
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         Compensation  Committee  of  the Board of Directors of the Company (the
         "Committee"),  may  increase  his  Base  Salary  or  other compensation
         (including  incentive  compensation)  from  time to time, provided that
         Executive  shall  receive  in  March of each calendar year during which
         this  Agreement is in effect an annual Base Salary increase equal to at
         least  the  average percentage salary escalation used by the Company as
         an  assumption  in  preparation  of  its  most  recent corporate annual
         budget.  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  ("EIP")  using  a target incentive percentage of no
         less  than  50%  ("Incentive Compensation"); provided, however, that so
         long as Executive has satisfied his equity ownership requirements under
         the  Company's  Equity Target Ownership Policy in effect as of the date
         hereof,  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.  Executive  will be entitled to the Benefits listed on
         Exhibit  A,  and any other benefits adopted after the effective date of
         this  Agreement  for  the  benefit  of  executives  of  the  Company in
         compensation  Bands  3 or 2; provided that no additional benefits shall
         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
         commencing  on November 1, 2001 and expiring at midnight on October 31,
         2004;  provided,  that  this  Agreement  will  automatically  renew for
         additional  periods  of  one  (1) year each commencing on November 1 of
         each  successive  year following the initial Term unless written notice
         of  intent not to renew is delivered by the Company to the Executive at
         least  90  days  prior to the effective date of any renewal hereof. The
         term  of  this  Agreement shall continue through the Term of employment
         and through the period of consulting described in Section 4.3.1 hereof.

3.2.     Termination Of Employment

3.2.1.   Termination  By  the  Company.  Executive's employment with the Company
         may be terminated under the following conditions:

3.2.1.1.   Death  or  Disability.  Executive's employment with the Company shall
           terminate  effective  upon the date of Executive's death or "Complete
           Disability" (as defined in Section 5.1).
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3.2.1.2.              For   Cause.   The   Company   may  terminate  Executive's
                      employment under this Agreement for "Cause" (as defined in
                      Section  5.2)  by  delivery of written notice to Executive
                      specifying  the  Cause  or  Causes  relied  upon  for such
                      termination.  Any  notice of termination given pursuant to
                      this  Section  3.2.1.2  shall effect termination as of the
                      future  date  specified in such notice or, in the event no
                      such  date  is  specified, on the last day of the month in
                      which  such  notice  is  delivered  or deemed delivered as
                      provided in Section 10.3 below.

3.2.1.3.              Without  Cause.  The  Company  may  terminate  Executive's
                      employment  under  this  Agreement at any time and for any
                      reason  by  delivery of ninety (90) days written notice of
                      such  termination  to Executive. Any notice of termination
                      given  pursuant  to this Section 3.2.1.3 shall take effect
                      as of the end of such 90-day period.

3.2.2.   Termination  By  Executive  for  Good  Cause.   Executive may terminate
         Executive's employment with the Company for Good Cause as defined below
         upon thirty (30) days written notice to the Company.

3.2.3.   Termination by Mutual Agreement of the Parties.  Executive's employment
         pursuant  to this Agreement may be terminated at any time upon a mutual
         agreement   in  writing  of  the  Parties.   Any  such  termination  of
         employment shall have the consequences specified in such agreement.

4.       Compensation Upon Termination.

4.1.      Death  or  Complete  Disability.  If  Executive's  employment shall be
          terminated by 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 30th day following 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
          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:

4.1.1.    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 with-
          holdings;

4.1.2.         exercise  any  options to purchase stock (common or otherwise) in
               the  Company granted to Executive pursuant to any plan, agreement
               or   otherwise,   or  any  equivalent  or  similar  rights  which
               appreciate  or  tend  to appreciate as the value of the Company's
               stock  appreciates,  such  options and rights to be in accordance
               with  the  terms  of  any applicable plan or agreement; provided,
               however, that the Executive or
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               his estate or legal representative shall have a period of 90 days
               following  the  date  of  termination within which to exercise or
               satisfy all such options or rights; and

4.1.3.         in  the  event  Executive  (or his heirs or legal representative)
               elects  continued  coverage  under  COBRA,  reimbursement  to the
               Executive  (or  his  heirs  or legal representative) for the same
               portion  of  Executive's  COBRA  health insurance premium that it
               paid   during  Executive's  employment  until  the  last  day  of
               Executive's COBRA health insurance benefits.

4.2.      Termination  for  Cause or Resignation or Retirement by Executive.  If
          Executive's employment shall be terminated by the Company for Cause or
          if Executive resigns (other than for Good Cause) or elects Retirement,
          the  Company shall pay Executive's accrued Base Salary and accrued and
          unused  vacation  benefits  earned  through the 30th day following 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 or
          Retirement   to  the  Company.  In  addition,  in  the  event  of  the
          Executive's  Retirement  only, upon Executive's (or his heirs or legal
          representative')  furnishing  to  the  Company  an executed waiver and
          release  of  claims  (a 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:

4.2.1.    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;

4.2.2.         exercise  any  options to purchase stock (common or otherwise) in
               the  Company granted to Executive pursuant to any plan, agreement
               or   otherwise,  or  any  equivalent  or  similar  rights   which
               appreciate  or  tend  to appreciate as the value of the Company's
               stock  appreciates,  such  options and rights to be in accordance
               with  the  terms  of  any applicable plan or agreement; provided,
               however, that the Executive or his estate or legal representative
               shall  have a period of 90 days following the date of termination
               within  which  to exercise or satisfy all such options or rights;
               and

4.2.3.   such protections as are afforded under COBRA.

4.3.      Termination  Without  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  30th  day  following 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 shall be entitled to:
<PAGE>

4.3.1.    five (5) semi annual payments, the first of which shall be made within
          5  days  of  the  termination  of  the Executive's employment with the
          Company,  and  thereafter  at the end of each of the next 4 successive
          6-month  periods,  in  the amount of $46,000 each (increased by 4% per
          annum  for  each 12-month or period or portion thereof that transpires
          between the effective date of this Agreement and the date such initial
          payment is made), without withholding or deduction; provided that such
          payments   shall  be  in  consideration  of  the  Executive  providing
          consulting services to the Company as an independent contractor for no
          more  than  30  months  for up to 150 hours per six month period, such
          services  to  be consistent with the Executive's past service with the
          Company,  as  requested  by  the  President  of  the Company; provided
          further,  however,  that  in  the  event  of  the  death  or  Complete
          Disability  of  the  Executive  at  any time during the period of such
          payments, the Executive or his estate or legal representative shall be
          entitled to receive within 10 days of death or Complete Disability, an
          amount  equal  to  50% of the balance of such payments remaining to be
          paid;

4.3.2.    exercise  any  options  to purchase stock (common or otherwise) in the
          Company granted to Executive pursuant to any plan or otherwise, or any
          equivalent or similar rights which appreciate or tend to appreciate as
          the  value of the Company's stock appreciates, such options and rights
          to  be  in  accordance  with  the  terms  of  any  applicable  plan or
          agreement;  provided,  however,  that  the  Executive or his estate or
          legal representative shall have a period of 90 days following the date
          of termination within which to exercise or satisfy all such options or
          rights; and

4.3.3.    in   the  event  Executive  elects  continued  coverage  under  COBRA,
          reimbursement  to  the  Executive  for the same portion of Executive's
          COBRA  health  insurance  premium  that  it  paid  during  Executive's
          employment  up  until  the  earlier  of  either  (i)  the  last day of
          Executive's  COBRA health insurance benefits or, ii) the date on which
          Executive  becomes  covered  under  any other group health plan (as an
          employee or otherwise).

4.3.4.    Continuation  of  such  other group life, accident and long and short-
          term  disability  benefits as are in effect as of the termination date
          for a period of 36-months following termination.


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
<PAGE>

          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:

5.2.1.         the  willful  and continued failure by Executive to substantially
               perform his duties with the Company in good faith (other than any
               such  failure  resulting  from  his incapacity due to physical or
               mental  illness,  injury  or  disability),  after  a  demand  for
               substantial  performance  is  delivered  to  him  by the Board of
               Directors  of the Company which identifies, in reasonable detail,
               the  manner  in  which  the  Board  of  Directors  believes  that
               Executive  has  not  substantially  performed  his duties in good
               faith;

5.2.2.         the  willful  engaging  by  Executive  in  conduct  which  causes
               material harm to the Company, monetarily or otherwise; or

5.2.3.         Executive's  conviction  of  a felony arising from conduct during
               the Term of this Agreement.

5.2.4.         For purposes of this Subsection 5.2 no act, or failure to act, on
               Executive's  part  shall  be considered "willful" unless done, or
               omitted  to  be  done,  by  him  not  in  good  faith and without
               reasonable  belief  that  his  action or omission was in the best
               interest of the Company or its shareholders.  Notwithstanding the
               foregoing,  Executive shall not be deemed to have been terminated
               for Cause unless and until there shall have been delivered to him
               a  copy  of  a resolution duly adopted by the affirmative vote of
               two-thirds  (2/3)  of  the directors then occupying a seat on the
               Board  of Directors at a meeting of the Board of Directors called
               and  held  for  such purpose (after ten days notice to him and an
               opportunity  for him, together with his counsel, to appear before
               the  Board  of  Directors),  finding that Executive was guilty of
               conduct  described  in  Sections  5.2.1,  5.2.2, and 5.2.3 ,  and
               setting forth, in reasonable detail, the basis for such finding.

5.3.      Change  of  Control.   "Change  of  Control" shall mean: (i) a sale or
          other  disposition  of  all  or substantially all of the assets of the
          Company;  (ii)  a  merger or consolidation in which the Company is not
          the  surviving  entity  and  in  which the shareholders of the Company
          immediately  prior to such consolidation or merger own less than fifty
          percent (50%) of the surviving entity's voting power immediately after
          the  transaction;  (iii)  a reverse merger in which the Company is the
          surviving  entity  but  the  shares  of  the  Company's  Common  Stock
          outstanding  immediately  preceding the merger are converted by virtue
<PAGE>

          of  the merger into other property, whether in the form of securities,
          cash  or  otherwise,  and  in  which  the  shareholders of the Company
          immediately  prior to such merger own less than fifty percent (50%) of
          the Company's voting power immediately after the transaction; (iv) any
          other capital reorganization in which more than fifty percent (50%) of
          the  shares  of  the  Company  entitled  to vote are exchanged; or (v)
          during  any  period  of  two  consecutive years (not including periods
          prior to the effective date of this Agreement), individuals who at the
          beginning  of  such  period constitute the board and any new directors
          whose  election  by  the  board  or  nomination  for  election  by the
          stockholders  was  approved  by  at least 2/3rds of the members of the
          board, cease for any reason to constitute a majority thereof.

5.4.      Good  Cause.   "Good  Cause"  shall  mean any of the following actions
          taken  by  the Company or any subsidiary that employs the Executive: a
          breach  of  this Agreement, assignment of the Executive to duties that
          are  inconsistent  with  his  status  as  a  senior executive or which
          represent  a  diminution  of his status 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
          reduction  in  or  elimination  of  any  of  the benefits described on
          Exhibit  A  or  otherwise  granted to Executive, the relocation of the
          Executive  to  a  location  more  than  40  miles from Reston Virginia
          without Executive's consent, change of Executive's title, a failure to
          comply  with  the obligations of the Company under Section 1.2 hereof,
          or  the  failure  of  a successor to the Company to confirm in writing
          within  5  days of its succession its obligation to assume and perform
          all obligations of this Agreement.

5.5.      Annual  Base  Compensation.  "Annual Base Compensation" shall mean the
          total  of  the Executive's most recent annual salary, target incentive
          under  the  Company's  Executive  Incentive  Plan,  and the annualized
          amount of all other fringe benefits provided to the Executive with the
          exception of stock options and other stock-based incentive awards.

5.6.      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.       Change of Control

6.1.      In  the  event  a  Change  of  Control  occurs,  and  (a)  the Company
          terminates  Executive's  employment  without Cause pursuant to Section
          3.2.1.3  hereof,  or  (b)  the Executive terminates his employment for
          Good  Cause pursuant to Section 3.2.2 within three (3) months prior to
          or  within  three  years  following, the effective date of a Change of
          Control  of  the  Company,  then  Executive,  in addition to all other
          amounts  payable  hereunder,  will  be  entitled to a lump sum payment
          equivalent  to  the  Executive's Annual Base Compensation in effect at
          the  time  of  the  Change  of  Control,  less standard deductions and
          withholdings  (the  "Change  of  Control Benefit Package"). No payment
          under 6.1 b above shall be made until the transaction causing a Change
          of Control has occurred.
<PAGE>

6.2.      In  the  event  that the Change of Control Benefit Package or any part
          thereof  provided  for  in  this  Agreement,  or  any amount otherwise
          payable to the Executive under this Agreement or otherwise, constitute
          "parachute  payments"  within  the  meaning  of  Section  280G  of the
          Internal  Revenue  Code  of  1986, as amended (the "Code") and will be
          subject  to  the  excise tax imposed by Section 4999 of the Code, then
          Executive  shall  receive (i) a payment from the Company sufficient to
          pay  such  excise tax, and (ii) an additional payment from the Company
          sufficient  to  pay the income, employment, excise and any other taxes
          arising from the payments made by the Company to or for the benefit of
          Executive  pursuant  to Section 6.1 above and this Section 6.2 so that
          Executive  shall  be fully reimbursed for any excise tax and any taxes
          associated  with  the  payments to reimburse Executive for such excise
          tax.  Unless the Company and Executive otherwise agree in writing, the
          determination  of  Executive's  excise  tax  liability  and the amount
          required to be paid under this Section 6.2 shall be made in writing by
          a  nationally  recognized accounting firm satisfactory to both parties
          (the  "Accountants").  In  the  event  that the excise tax incurred by
          Executive  is determined by the Internal Revenue Service to be greater
          or  lesser  than  the  amount  so  determined  by the Accountants, the
          Company  and Executive agree to promptly make such additional payment,
          including  interest  and  any tax penalties, to the other party as the
          Accountants reasonably determine is appropriate to ensure that the net
          economic  effect  to Executive under this Section 6.2, on an after-tax
          basis,  is  as  if  the  Code Section 4999 excise tax did not apply to
          Executive.  For  purposes  of making the calculations required by this
          Section  6.2  the  Accountants  may  make  reasonable  assumptions and
          approximations   concerning   applicable   taxes   and   may  rely  on
          interpretations  of  the  Code  for  which  there  is  a  "substantial
          authority"  tax  reporting  position.  The Company and Executive shall
          furnish   to  the  Accountants  such  information  and  documents  the
          Accountants  may  reasonably  request in order to make a determination
          under  this  Section  6.2.  The  Company  shall  bear  all  costs  the
          Accountants  may  reasonably incur in connection with any calculations
          contemplated by this Section
          6.2.

6.3.      Upon  the  occurrence  of a Change of Control, all unvested options or
          other  stock  based incentives that have been awarded to the Executive
          shall   become  immediately  vested  so  that  all  such  options  and
          incentives  shall  become  fully  vested  under the terms of the plans
          under which they were issued.

7.       Non-Competition And Confidentiality

7.1.      Non-Competition.   During   Executive's   employment  by  the  Company
          hereunder  and  during  the  period  during  for  which  Executive  is
          receiving  consulting  payments  from  the Company pursuant to Section
          4.3.1 herein:

7.1.1.         Executive  will  not  directly  compete  with the business of the
               Company   or  any  of  its  subsidiaries  or  any  non-controlled
               affiliate  against  which  it  is  precluded  from competing (the
               "Company  or  its  Affiliates") so as to cause the Company or its
               Affiliates  to  lose material revenue from any client contract or
               pending  client  proposal  which  is  in existence on the date of
               termination  of  Executive's
<PAGE>

               employment.   For   purposes  of  this  Section  7.1.1, "material
               revenue"  shall  be deemed to mean revenue that  is more than .1%
               of  the  revenue of the entity against which improper competition
               is alleged.

7.1.2.         Executive  will  not directly or indirectly employ or solicit for
               employment  any  person  whom  he  knows  to  be a supervisory or
               management  employee of the Company or its Affiliates without the
               written consent of the employer.

7.2.      In consideration of the covenant described in Section 7.1, the Company
          agrees  to  pay  the Executive the amount of $700,000 (increased by 4%
          per  annum for each 12-month period or portion thereof that transpires
          between  the  effective  date  of  this  Agreement  and  the  date  of
          termination),  which  shall  be  payable  in full within 5 days of the
          delivery  of the Release described in Section 4.3 hereof. In the event
          of  a  breach  of  such  covenant  by  the  Executive, damages, if any
          recoverable by the Company, shall be limited to an amount equal to the
          amount of the above covenant payment times a fraction the numerator of
          which  shall  be  the number of months remaining to be performed under
          the Consulting Agreement described in Section 4.3.1 hereof at the time
          of the breach, and the denominator of which shall be 30.

8.       Confidential Information.

8.1.      Executive  agrees that as a condition of employment and the consulting
          arrangement  described  in Section 4.3.1, he will execute and abide by
          the Company's Proprietary Information & Inventions Agreement, attached
          hereto as Exhibit C.

9.       Remedies

9.1.      Injunctive   Relief.  Executive  acknowledges  and   agrees  that  the
          covenants  and  obligations  contained in Sections 7.1 and 8 relate to
          special,  unique and extraordinary matters and that a violation of any
          of  the  terms  of  such  sections  will cause the Company irreparable
          injury  for  which adequate remedy at law is not available. Therefore,
          Executive  agrees that the Company shall be entitled to an injunction,
          restraining  order,  or  other  equitable  relief  from  any  court of
          competent  jurisdiction,  restraining  Executive  from  committing any
          violation  of  the covenants and obligations set forth in Sections 7.1
          and 8 hereof.

9.2.      Remedies  Cumulative.  The Company's rights and remedies under Section
          7.1  hereof are cumulative and are in addition to any other rights and
          remedies the Company may have at law or in equity.

9.3.      Any  and  all  disputes arising under this Agreement or concerning its
          formation,  implementation  or  interpretation,  or  rights hereunder,
          shall  be  resolved through binding arbitration under the rules of the
          American  Arbitration  Association ("AAA").  Such arbitration shall be
          conducted  in  Washington,  D.C.,  or  at  such  other location as the
          parties  shall  mutually  approve.   The  single  arbitrator  shall be
          selected  by  the parties from the AAA's list of approved arbitrators;
          provided that if no arbitrator is selected within 15
<PAGE>

          days  from  the date arbitration is first requested hereunder, the AAA
          shall  appoint the arbitrator.  No arbitrator shall have had any prior
          connection  or  dealing  of  any  nature  with  either of the parties.
          Subject to the obligation of the Company under paragraph 12 of Exhibit
          A  hereto,  the  parties  shall  each  bear their own expenses and the
          Company shall pay the entire cost of the arbitrator and any AAA costs.
          The  decision  of  the  arbitrator  shall  be final and binding on the
          parties  hereto,  and  shall not be subject to review or appeal before
          any  court  or  tribunal;  provided,  that the award of the arbitrator
          shall be enforceable in any court of competent jurisdiction.

10.      Miscellaneous

10.1.         Indemnification.  The  Company agrees at all times during the term
          of this Agreement and the consulting period described in Section 4.3.1
          hereof,  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  Corporation Laws Annotated in effect as of the
          date  hereof,  subject  to such future changes as may be beneficial to
          the  Executive.  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 acceptable to Executive, and shall be responsible for the full
          payment  of  any  judgement  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.  Nothing herein shall limit the rights of
          the  Executive  to the protections afforded by the Company's Directors
          and Officers Liability Insurance described in Exhibit A hereto.

10.2.     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
          Ethics and Conduct.

10.3.     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.

10.4.     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.  In  the event any successor to the Company fails to honor
          the  terms  of  this
<PAGE>

          Agreement,  Executive  shall  be entitled to all benefits described in
          Sections   4.3,  6 and 7 hereof subject to Executive's compliance with
          all the obligations applicable to him under such Sections.

10.5.     Entire  Agreement.   This  Agreement,  including  Exhibits  A,  B & C,
          contains  the  entire  agreement  of  the  parties with respect to the
          subject  matter  hereof,  and  all  other prior agreements, written or
          oral, including that certain Change of Control Agreement dated May 15,
          1997,  are  hereby  superceded  and are of no further force or effect;
          provided,  however,  that  any and all prior agreements concerning the
          granting  of stock options, or other forms of stock compensation under
          the   Company's  Long  Term  Incentive   Stock  Plan,  all  agreements
          pertaining  to  the  Company's Supplemental Executive Retirement Plan,
          and  all  other agreements concerning past or present pension, retire-
          ment,  savings,  insurance or other agreements related to the benefits
          described on Exhibit A hereto, 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 counterparts, each of which
          shall  be  deemed  an original, but together they shall constitute one
          and the same instrument.

10.6.     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.

10.7.     Continuing Obligations.  Sections 8, 9, and 10 of this Agreement shall
          continue and survive the termination of this Agreement.

10.8.     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 Commonwealth of Virginia applicable
          to  agreements  made  and  to be performed entirely within such State,
          without regard to Virginia's conflict of laws rules.

                            [Signature Page Follows]
<PAGE>


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

DynCorp

By: __/S/ Paul V. Lombardi________________
      Paul V. Lombardi
      President and Chief Executive Officer

Executive

By:  __/S/ Patrick C. FitzPatrick_________
       Patrick C. FitzPatrick

<PAGE>


                                    EXHIBIT A
                  Benefits for Executive's Employment Agreement

1.       Group  Term  and Life Insurance no less favorable to the Executive than
         that offered by the Company as of the Effective Date.
2.       Specialty  insurance  (such  as  kidnap  and  ransom and company travel
         insurance) under which Executive was covered proceeding the Term of the
         Agreement.
3.       Standard  medical  plan options no less favorable to the Executive than
         that offered by the Company as of the Effective Date.
4.       Vacation in accordance with the Company's Personal Time Off Policy.
5.       Standard Company holidays plus two floating holidays.
6.       Standard  short and long term disability insurance no less favorable to
         the  Executive  than that offered by the Company to the Executive as of
         the Effective Date.
7.       Executive  Incentive  Compensation plan with terms no less favorable to
         the Executive than the Plan in effect as of the Effective Date.
8.       Director & Officer Liability Insurance as maintained by the Company for
         the protection of the members of its Board of Directors.
9.       Annual  physical  examination  (to  the  extent  no reimbursed by group
         health coverage.)
10.      Thrift  savings  (401(k),  Employee  Stock Purchase and salary deferral
         (KESOP)  Plan)  with  terms no less favorable to the Executive than the
         present Savings and Retirement Plan and KEYSOP.
11.      The  Supplemental  Executive Retirement Plan, as amended effective June
         1, 2001.
12.      Up  to  $100,000  in attorneys fees in the event of a dispute under the
         Agreement;  provided  that such amount will be subject to reimbursement
         to  the  Company  in the event the Company prevails in any dispute with
         the Executive.
13.      Eligibility  for  participation  in  company sponsored stock option and
         incentive plans, on such terms are made available to Band 3 personnel.
14.      Access  to  the  DynCorp  Internal  Stock  Market  for  so  long as the
         Executive  owns  shares  of  common  stock  of  the  Company or options
         therefor, and so long as the Company sponsors such Market.
<PAGE>


                                    EXHIBIT B
                          RELEASE AND WAIVER OF CLAIMS

            In  consideration  of  the  payments and other benefits set forth in
Section 4 of the Employment Agreement dated November 1, 2001, to which this form
is  attached, I, Patrick C. FitzPatrick, hereby furnish DynCorp (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,  of and from any and all claims, liabilities, demands, causes of
action,  costs,  expenses, attorneys' fees, damages, indemnities and obligations
of  every  kind  and  nature,  in  law, equity, or otherwise, known and unknown,
suspected  and unsuspected, disclosed and undisclosed, 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, including but
not  limited  to, claims pursuant to any federal, state or local law relating to
employment,  including, but not limited to, discrimination claims under Virginia
law,  and  the  Federal Age Discrimination in Employment Act of 1967, as amended
("ADEA"),  or  claims  for  wrongful termination, breach of the covenant of good
faith,  contract  claims, tort claims, and wage or benefit claims, including but
not  limited  to, claims for salary, bonuses, commissions, stock, stock options,
vacation  pay,  fringe  benefits,  severance  pay  or  any form of compensation;
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 Exhibits
A, C and D 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 prior to executing
this Release and Waiver (although I may choose voluntarily not to do so); and if
I  am over 40 years of age upon execution of this Release and Waiver: (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 have seven (7)
days  following the execution of this Release and Waiver to revoke my consent to
this  Release and Waiver; and (e) this Release and Waiver shall not be effective
until the seven (7) day revocation period has expired.

<PAGE>


                                    EXHIBIT C

                                     DynCorp

                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

            In consideration of my employment or continued employment by DynCorp
(the  "Company"), the compensation and benefits provided to me in the Employment
Agreement  to  which  this  Proprietary  Information and Inventions Agreement is
attached,  and  the  compensation  hereafter  paid  to me as a consultant to the
Company, I, Patrick C. FitzPatrick, hereby agree as follows:

            1.  Nondisclosure

                       1.1  Recognition  of  Company's Rights; Nondisclosure. At
all  times  during  my  employment  and  thereafter,  I  will  hold in strictest
confidence  and  will  not  disclose,  use,  lecture  upon or publish any of the
Company's  Proprietary  Information  (defined below), except as such disclosure,
use  or  publication may be required in connection with my work for the Company,
or unless an officer of the Company expressly authorizes such in writing. I will
obtain   Company's   written   approval  before  publishing  or  submitting  for
publication any material (written, verbal, or otherwise) that relates to my work
at  Company and incorporates any Proprietary Information. I hereby assign to the
Company  any  rights  I  may have or acquire in such Proprietary Information and
recognize  that  all  Proprietary  Information shall be the sole property of the
Company and its assigns.

                       1.2   Proprietary   Information.  The  term  "Proprietary
Information"  shall  mean any and all confidential and/or proprietary knowledge,
data  or information of the Company that is not generally known to the public or
publicly  disclosed  by  the Company. By way of illustration but not limitation,
"Proprietary  Information"  includes  (a) trade secrets, inventions, mask works,
ideas, processes, formulas, source and object codes, data, programs, other works
of  authorship,  know-how,  improvements, discoveries, developments, designs and
techniques  (hereinafter  collectively  referred  to  as  "Inventions"); and (b)
information  regarding  plans for research, development, new products, marketing
and  selling,  business  plans,  budgets  and  unpublished financial statements,
licenses,  prices  and  costs,  suppliers  and  customers;  and  (c) information
regarding  the  skills  and  compensation  of  other  employees  of the Company.
Notwithstanding  the  foregoing,  it is understood that, at all such times, I am
free to use information which is generally known in the trade or industry, which
is  not  gained  as  result  of  a  breach of this Agreement, and my own, skill,
knowledge,  know-how  and  experience  to whatever extent and in whichever way I
wish.

                       1.3  Third  Party Information. I understand, in addition,
that  the Company has received and in the future will receive from third parties
confidential or proprietary information ("Third Party Information") subject to a
duty  on  the Company's part to maintain the confidentiality of such information
and to use it only for certain limited purposes. During the
<PAGE>

term of my employment and thereafter, I will hold Third Party Information in the
strictest  confidence  in accordance with the terms and conditions of disclosure
to  the  Company,  and will not disclose to anyone (other than Company personnel
who need to know such information in connection with their work for the Company)
or  use,  except  in  connection  with  my  work  for  the  Company, Third Party
Information unless expressly authorized by an officer of the Company in writing.

                       1.4 No Improper Use of Information of Prior Employers and
Others.  During  my  employment  by  the  Company  I  will not improperly use or
disclose  any  confidential  information or trade secrets, if any, of any former
employer  or  any  other person to whom I have an obligation of confidentiality,
and  I will not bring onto the premises of the Company any unpublished documents
or  any  property belonging to any former employer or any other person to whom I
have  an  obligation  of  confidentiality unless consented to in writing by that
former  employer  or  person.  I  will  use in the performance of my duties only
information  which  is  generally  known  and  used by persons with training and
experience  comparable  to  my own, which is common knowledge in the industry or
otherwise  legally  in  the  public  domain,  or  which is otherwise provided or
developed by the Company.

            2.  Assignment of Inventions.

                        2.1  Proprietary Rights.  The  term "Proprietary Rights"
shall mean all trade secret, patent, copyright, mask work and other intellectual
property rights throughout the world.

                        2.2  Prior  Inventions.  Inventions, if any, patented or
unpatented,  which  I  made  prior to the commencement of my employment with the
Company  are excluded from the scope of this Agreement. To preclude any possible
uncertainty,  I  have  set  forth  on Exhibit C-2 (Previous Inventions) attached
hereto  a  complete  list  of  all Inventions that I have, alone or jointly with
others,  conceived,  developed or reduced to practice or caused to be conceived,
developed or reduced to practice prior to the commencement of my employment with
the  Company, that I consider to be my property or the property of third parties
and  that I wish to have excluded from the scope of this Agreement (collectively
referred  to  as  "Prior Inventions"). If disclosure of any such Prior Invention
would cause me to violate any prior confidentiality agreement, I understand that
I  am not to list such Prior Inventions in Exhibit C-2 but am only to disclose a
cursory  name  for  each  such invention, a listing of the party(ies) to whom it
belongs  and  the  fact  that full disclosure as to such inventions has not been
made for that reason. A space is provided on Exhibit C-2 for such purpose. If no
such disclosure is attached, I represent that there are no Prior Inventions.

                        2.3  Assignment  of  Inventions. Subject to Sections 2.4
and  2.6,  I  hereby  assign  and  agree  to assign in the future (when any such
Inventions or Proprietary Rights are first reduced to practice or first fixed in
a  tangible  medium,  as  applicable)  to  the  Company  all my right, title and
interest  in  and  to  any  and  all Inventions (and all Proprietary Rights with
respect  thereto)  whether  or  not patentable or registrable under copyright or
similar  statutes,  made  or  conceived or reduced to practice or learned by me,
either alone or jointly with others, during the period of my employment with the
Company  (but  not  during  any  period  of  consultancy thereafter). Inventions
assigned to the Company, or to a third party as directed by the Company pursuant
to this Section 2, are hereinafter referred to as "Company Inventions".
<PAGE>

                       2.4  Obligation  to  Keep  Company  Informed.  During the
period  of  my  employment  and  for  six  (6)  months  after  termination of my
employment  with  the Company, I will promptly disclose to the Company fully and
in  writing  all  Inventions  authored,  conceived or reduced to practice by me,
either  alone  or  jointly  with  others, during the period of my employment. In
addition,  I  will  promptly  disclose  to  the Company in confidence all patent
applications  filed  by  me  or  on my behalf within a year after termination of
employment.

                       2.5 Government or Third Party. I also agree to assign all
my  right,  title  and  interest in and to any particular Company Invention to a
third  party, including without limitation the United States, as directed by the
Company.

                       2.6 Works for Hire. I acknowledge that all original works
of  authorship  which  are made by me (solely or jointly with others) within the
scope  of  my  employment and which are protectable by copyright are "works made
for hire", pursuant to United States Copyright Act (17 U.S.C., Section 101).

                        2.7 Enforcement of Proprietary Rights. I will assist the
Company  in  every  proper  way to obtain, and from time to time enforce, United
States  and foreign Proprietary Rights relating to Company Inventions in any and
all countries. To that end I will execute, verify and deliver such documents and
perform  such other acts (including appearances as a witness) as the Company may
reasonably  request  for use in applying for, obtaining, perfecting, evidencing,
sustaining  and enforcing such Proprietary Rights and the assignment thereof. In
addition,  I  will  execute,  verify and deliver assignments of such Proprietary
Rights to the Company or its designee.  My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in any and all
countries  shall  continue  beyond  the  termination  of  my employment, but the
Company  shall  compensate  me at a reasonable rate after my termination for the
time actually spent by me at the Company's request on such assistance.

            3.  Records.  I  agree  to  keep  and  maintain adequate and current
records (in the form of notes, sketches, drawings and in any other form that may
be  required  by the Company) of all Proprietary Information developed by me and
all  Inventions  made  by  me during the period of my employment at the Company,
which  records shall be available to and remain the sole property of the Company
at all times.

            4.  Additional Activities. I agree further that for the period of my
employment  by the Company and for one (l) year after the date of termination of
my  employment  by  the  Company I will not induce any management or supervisory
employee  of  the  Company to leave the employ of the Company. 5. No Conflicting
Obligation.  I  represent that my performance of all the terms of this Agreement
and as an Executive of the Company does not and will not breach any agreement to
keep in confidence information acquired by me in confidence or in trust prior to
my  employment  by  the Company. I have not entered into, and I agree I will not
enter into, any agreement either written or oral in conflict herewith.

            6.  Return  of  Company  Documents.  When  I leave the employ of the
Company,  I  will deliver to the Company any and all drawings, notes, memoranda,
specifications, devices,
<PAGE>

formulas,  and  documents,  together  with  all  copies  thereof,  and any other
material   containing   or  disclosing  any  Company  Inventions,  Third   Party
Information  or Proprietary Information of the Company. I further agree that any
property  situated on the Company's premises and owned by the Company, including
disks  and  other storage media, filing cabinets or other work areas, is subject
to  inspection by Company personnel at any time with or without notice. Prior to
leaving,  I  will  cooperate  with  the  Company  in  completing and signing the
Company's termination statement.

            7.  Legal  and  Equitable Remedies. Because my services are personal
and  unique  and  because  I  may  have access to and become acquainted with the
Proprietary  Information  of  the  Company,  the Company shall have the right to
enforce  this  Agreement  and  any  of  its  provisions  by injunction, specific
performance or other equitable relief, without bond and without prejudice to any
other  rights  and  remedies  that  the  Company  may  have for a breach of this
Agreement,  provided  that  such  enforcement  shall  be  in accordance with the
procedures set forth in Section 10.1 below

            8.  Notices.  Any  notices  required or permitted hereunder shall be
given  to  the appropriate party at the address specified below or at such other
address as the Party shall specify in writing. Such notice shall be deemed given
upon  personal  delivery  to  the appropriate address or if sent by certified or
registered mail, three (3) days after the date of mailing.

            9.   Notification  of  New  Employer.  In the event that I leave the
employ  of  the Company, I hereby consent to the notification of my new employer
of my rights and obligations under this Agreement.

            10.  General Provisions.

                       10.1  Governing  Law;  Consent  to Personal Jurisdiction.
This  Agreement  will  be governed by and construed according to the laws of the
Commonwealth  of  Virginia,  as such laws are applied to agreements entered into
and  to  be  performed  entirely  within  Virginia between Virginia residents. I
hereby  expressly  consent to the personal jurisdiction of the state and federal
courts  located  in Alexandria or Fairfax County, Virginia for any lawsuit filed
there against me by Company arising from or related to this Agreement.

                       10.2  Severability.  In  case  any  one  or  more  of the
provisions  contained  in  this  Agreement  shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall  not  affect the other provisions of this Agreement, and
this  Agreement  shall be construed as if such invalid, illegal or unenforceable
provision  had  never been contained herein. If moreover, any one or more of the
provisions  contained  in  this  Agreement  shall  for  any reason be held to be
excessively  broad  as  to duration, geographical scope, activity or subject, it
shall  be  construed by limiting and reducing it, so as to be enforceable to the
extent compatible with the applicable law as it shall then appear.

                       10.3  Successors  and  Assigns.  This  Agreement  will be
binding  upon  my  heirs  or legal representative, executors, administrators and
other  legal  representatives  and  will  be for the benefit of the Company, its
successors, and its assigns.
<PAGE>

                       10.4  Survival.  The  provisions  of this Agreement shall
survive the termination of my employment and the assignment of this Agreement by
the Company to any successor in interest or other assignee.

                       10.5  Waiver.  No  waiver by the Company of any breach of
this  Agreement  shall  be  a  waiver  of any preceding or succeeding breach. No
waiver  by the Company of any right under this Agreement shall be construed as a
waiver  of  any other right. The Company shall not be required to give notice to
enforce strict adherence to all terms of this Agreement.

                       10.6   Entire  Agreement.  The  obligations  pursuant  to
Sections  1  and  2 of this Agreement shall apply to any time during which I was
previously  employed,  or  am  in  the  future  employed,  by  the  Company as a
consultant  if  no  other  agreement  governs  nondisclosure  and  assignment of
inventions  during  such  period.  This  Agreement  is  the  final, complete and
exclusive agreement of the Parties with respect to the subject matter hereof and
supersedes  and  merges  all  prior  discussions between us and is the governing
document to the extent this Agreement conflicts with the Employment Agreement to
which  it  is  attached  as  Exhibit  C. No modification of or amendment to this
Agreement,  nor any waiver of any rights under this Agreement, will be effective
unless  in  writing and signed by the Party to be charged. Any subsequent change
or  changes in my duties, salary or compensation will not affect the validity or
scope of this Agreement.

            This Agreement shall be effective as of November 1, 2001.

            I  have  read  this  Agreement carefully and understand its terms. I
have nothing to disclose on Exhibit C-1 to this Agreement.


By: __/S/ Patrick C. FitzPatrick_____
      Patrick C. FitzPatrick



Accepted and Agreed To:

DynCorp

By: __/S/ Paul V. Lombardi___________
      Paul V. Lombardi
   President and Chief Executive Officer

<PAGE>