AMENDMENT NUMBER 1


VERSAR EMPLOYEE 401(K) PLAN


 


BY THIS AGREEMENT, Versar Employee
401(k) Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of July 16, 2012, except as
otherwise provided herein:


 


		1.	The section of the Adoption Agreement entitled "EXCLUDED
EMPLOYEES" is amended as follows:



 


EXCLUDED EMPLOYEES (1.21(D)).
The following Employees are not Eligible Employees but are Excluded Employees (Choose one of (a) or (b)):


 


[Note: Regardless of the Employer's elections under Election
8: (i) Employees of any Related Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer
becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded Employees unless the Employer
in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3) and 1.23(D).]


 


		(a)	 ̈	No
Excluded Employees. All Employees are Eligible Employees as to all Contribution Types.



  


		(b)	x	Exclusions.
                                                                                                                                                                                         The
                                                                                                                                                                                         following
                                                                                                                                                                                         Employees
                                                                                                                                                                                         are
                                                                                                                                                                                         Excluded
                                                                                                                                                                                         Employees
                                                                                                                                                                                         (either
                                                                                                                                                                                         as
                                                                                                                                                                                         to
                                                                                                                                                                                         all
                                                                                                                                                                                         Contribution
                                                                                                                                                                                         Types
                                                                                                                                                                                         or
                                                                                                                                                                                         to
                                                                                                                                                                                         the
                                                                                                                                                                                         designated
                                                                                                                                                                                         Contribution
                                                                                                                                                                                         Type)
                                                                                                                                                                                         (Choose
                                                                                                                                                                                         one
                                                                                                                                                                                         or
                                                                                                                                                                                         more
                                                                                                                                                                                         of
                                                                                                                                                                                         (1)
                                                                                                                                                                                         through
                                                                                                                                                                                         (7)
                                                                                                                                                                                         as
                                                                                                                                                                                         applicable):





  


[Note: For this Election 8, unless described otherwise
in Election 8(b)(7), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions.
Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective includes all Nonelective Contributions
except Safe Harbor Nonelective Contributions.]


 


	 	 	 	 	 	 	(1)	 		 	(2)	 		 	
	 	 	 	 	 	 	All	 		 	Elective	 	(3)	 	(4)
	 	 	 	 	 	 	Contributions	 	 	 	Deferrals	 	Matching	 	Nonelective
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)	  	 ̈	 	No exclusions. No exclusions as to the designated Contribution
    Type.	 	N/A

        (See
        Election 8(a))
	 	 	 	 ̈	 	 ̈	 	 ̈
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(2)	 	x	 	Collective Bargaining (union) Employees.	 	x	 	OR	 	 ̈	 	 ̈	 	 ̈
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	As described in Code §410(b)(3)(A).

        See Section 1.21(D)(1).
	 	 	 	 	 		 		 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(3)	 	x	 	Non-Resident Aliens.
        As described in Code

        §410(b)(3)(C). See
        Section 1.21(D)(2).
	 	x	 	OR	 	 ̈	 	 ̈	 	 ̈
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(4)	 	 ̈	 	HCEs. See Section
        1.21(E). See Election 30(e)

        as to exclusion of some
        or all HCEs from Safe Harbor Contributions.
	 	 ̈	 	OR	 	 ̈	 	 ̈	 	 ̈
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(5)	 	 ̈	 	Hourly paid Employees.	 	 ̈	 	OR	 	 ̈	 	 ̈	 	 ̈
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(6)	 	 ̈	 	Part-Time/Temporary/Seasonal Employees. See Section 1.21(D)(4).
    A Part-Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than                    (specify
    a maximum of 1,000) Hours of Service in the relevant Eligibility Computation Period.	 	 ̈	 	OR	 	 ̈	 	 ̈	 	 ̈


 


[Note: If the Employer under Election 8(b)(6) elects
to treat Part-Time, Temporary and Seasonal Employees as Excluded Employees and any such an Employee actually completes at least
1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section
1.21(D)(4).]


 


		(7)	x	Describe
                                                                                                                                                                                         exclusion
                                                                                                                                                                                         category
                                                                                                                                                                                         and/or
                                                                                                                                                                                         Contribution
                                                                                                                                                                                         Type:

                                                                                                                                                                                         Davis-Bacon
                                                                                                                                                                                         Act
                                                                                                                                                                                         Employees,
                                                                                                                                                                                         "employees
                                                                                                                                                                                         who
                                                                                                                                                                                         are
                                                                                                                                                                                         already
                                                                                                                                                                                         eligible
                                                                                                                                                                                         to
                                                                                                                                                                                         participate
                                                                                                                                                                                         in
                                                                                                                                                                                         the
                                                                                                                                                                                         Charron
                                                                                                                                                                                         Construction
                                                                                                                                                                                         Consulting,
                                                                                                                                                                                         Inc.
                                                                                                                                                                                         401(k)
                                                                                                                                                                                         Plan"
                                                                                                                                                                                                            
                                                                                                                                                                                         (e.g.,
                                                                                                                                                                                         Exclude
                                                                                                                                                                                         Division
                                                                                                                                                                                         B
                                                                                                                                                                                         Employees
                                                                                                                                                                                         OR
                                                                                                                                                                                         Exclude
                                                                                                                                                                                         salaried
                                                                                                                                                                                         Employees
                                                                                                                                                                                         from
                                                                                                                                                                                         Discretionary
                                                                                                                                                                                         Matching
                                                                                                                                                                                         Contributions.)



  


[Note: Any exclusion under Election 8(b)(7), except
as to Part-Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for
eligibility conditions based on age or Service.]


 




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* * * * * * *


 


This Amendment has been executed this            31st           
day of             July           ,
         2012                                 .


 


	 	Versar, Inc.
	 	 
	 	By 	Cynthia A. Downes
	 	 	EMPLOYER
	 	 	 
	 	Nondiscretionary Trustee: Wachovia Bank, N.A.
	 	 	 
	 	By 	 


 








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