##### 



CHANGE OF CONTROL
SEVERANCE AGREEMENT
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1. Purpose
    
    902. Your Agreement
    
    903. Events That Trigger Severance Benefits
    
    90a. Termination After a Change in Control
    
    90b. Termination After a Potential Change in Control
    
    90c. Successor Fails to Assume This Agreement
    
    904. Events That Do Not Trigger Severance Benefits
    
    905. Termination Procedures
    
    916. Severance Benefits
    
    91a. In General
    
    91b. Lump-Sum Payment in Lieuof Future Compensation
    
    91c. Incentive Compensation and Options
    
    91d. Group Insurance Benefit Continuation
    
    917. Time for Payment
    
    928. Payment Explanation
    
    929. Relation to Other Severance Programs
    
    9210. Potential Limitations
    
    92a. Golden Parachute Limitation
    
    92b. Section 162(m) Limitation
    
    9311. Disability
    
    9312. Effect of Reemployment
    
    9313. Successors
    
    93a. Assumption Required
    
    93b. Heirs and Assigns
    
    9314. Amendments
    
    9315. Governing Law
    
    9416. Claims [ERISA requirement]
    
    94a. When Required; Attorneys Fees
    
    94b. Initial Claim
    
    94c. Claim Decision
    
    94d. Appealof Denied Claims
    
    94e. Appeal Decision
    
    95f. Procedures
    
    9517. Limitation on Employee Rights
    
    9518. Validity
    
    9519. Counterparts
    
    9520. Giving Notice
    
    95a. To the Company
    
    95b. To You
    
    9521. Definitions
    
    95a. Agreement
    
    95b. Beneficial Owner
    
    95c. Board
    
    96d. Cause
    
    96
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e. Change in Control
    
    96(1) Acquisitionof Controlling Interest
    
    96(2) Change in Board Control
    
    96(3) Merger Approved
    
    96(4) Saleof Assets
    
    96(5) Liquidation or Dissolution
    
    97(6) Private Transaction
    
    97f. Code
    
    97g. Company
    
    97h. Disability
    
    97i. Exchange Act
    
    97j. Good Reason
    
    97(1) Demotion
    
    97(2) Pay Cut
    
    97(3) Relocation
    
    97(4) Breach of Promise
    
    98(5) Discontinuance of Compensation Plan Participation
    
    98(6) Discontinuanceof Benefits
    
    98(7) Improper Termination
    
    98(8) Notice of Prospective Action
    
    98k. Incentive Compensation
    
    98l. Management Action
    
    99m. Person
    
    99n. Potential Change in Control
    
    99(1) Agreement Signed
    
    99(2) Noticeof Intent to Seek Change in Control
    
    99(3) Board Declaration
    
    99o. Severance Benefits
    
    99p. Termof this Agreement
    
    99(1) Expiration
    
    99(2) Change in Control
    
    99
 89




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##### 



CHANGE OF CONTROL
SEVERANCE AGREEMENT
  1. Purpose
  2. Your Agreement
  3. Events That Trigger Severance Benefits
 a.
    
    Termination After a Change in Control
  b.
    
    Termination After a Potential Change in Control
  c.
    
    Successor Fails to Assume This Agreement
  4. Events That Do Not Trigger Severance Benefits
  90




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5. Termination Procedures
  6. Severance Benefits
 a.
    
    In General
  b.
    
    Lump-Sum Payment in Lieuof Future Compensation
  c.
    
    Incentive Compensation and Options
  d.
    
    Group Insurance Benefit Continuation
  91




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##### 



7. Time for Payment
  8. Payment Explanation
  9. Relation to Other Severance Programs
  10. Potential Limitations
 a.
    
    Golden Parachute Limitation
  92




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b.
    
    Section162(m)Limitation
  11. Disability
  12. Effect of Reemployment
  13. Successors
 a.
    
    Assumption Required
  b.
    
    Heirs and Assigns
  14. Amendments
 93




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##### 



15. Governing Law
  16. Claims [ERISA requirement]
 a.
    
    When Required; Attorneys Fees
  b.
    
    Initial Claim
  c.
    
    Claim Decision
  d.
    
    Appealof Denied Claims
  94




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##### 



e.
    
    Appeal Decision
  f.
    
    Procedures
  17. Limitation on Employee Rights
  18. Validity
  19. Counterparts
  20. Giving Notice
 a.
    
    To the Company
  b.
    
    To You
  21. Definitions
 a.
    
    Agreement
  b.
    
    Beneficial Owner
  95




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##### 



c. Board
  d. Cause
  (1)
    
    you fail to carry out assigned duties after being given prior
warning and an opportunity to remedy the failure,(2)
    
    you breach any material term of any employment agreement with
the Company,(3)
    
    you engage in fraud, dishonesty, willful misconduct, gross
negligence, or breach of fiduciary duty (including without limitation any
failure to disclose a conflict of interest)in the performance of your duties
for the Company, or(4)
    
    you are convicted of a felony or crime involving moral
turpitude.
 e. Change in Control
  (1)
    
    Acquisitionof Controlling InterestAny Person becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing 25% or more of the combined voting power of the
Companys then outstanding securities. In applying the preceding sentence,
securities acquired directly from the Company or its affiliates with the
companys approval by or for the Person shall not be taken into account.(2)
    
    Change in Board ControlDuring the term of this Agreement, individuals who constituted the Board as of
the date of this Agreement (or their approved replacements, as defined in the
next sentence) cease for any reason to constitute a majority of the Board. A new
director shall be considered an approved replacement director if his or her
election (or nomination for election) was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the period or were themselves approved replacement directors.(3)
    
    Merger ApprovedThe shareholders of the Company approve a merger or consolidation of the Company
with any other corporation unless: (a) the voting securities of the Company
outstanding immediately before the merger or consolidation would continue to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 75% of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; and (b) no Person acquires more
than 25% of the combined voting power of the Companys then outstanding
securities.(4)
    
    Saleof AssetsThe shareholders of the Company approve an agreement for the sale or disposition
by the Company of all or substantially all of the Companys assets.
 96




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##### 



(5)
    
    Liquidation or DissolutionA complete liquidation or dissolution of the Company.(6)
    
    Private TransactionAny transaction or series of transactions not covered in paragraphs (1) through
(5) above the result of which is the suspension of the Companys duty to file
reports under the Exchange Act as a result of the remaining number of holders of
the Companys common stock following such transaction or series
 f. Code
  g. Company
  h. Disability
 30
 i. Exchange Act
  j. Good Reason
  (1)
    
    DemotionYour duties and responsibilities are substantially and adversely altered from
those in effect immediately before the Change in Control (or, with respect to
Section 3(b), the Potential Change in Control), other than merely as a result of
the Company ceasing to be a public company, a change in your title, or your
transfer to an affiliate.(2)
    
    Pay CutYour annual base salary is reduced.(3)
    
    RelocationYour principal office is transferred to another location, which increases your
one-way commute to work by more than 50 miles, based on your residence when the
transfer was announced or, if you consent to the transfer, the Company fails to
pay (or reimburse you) for all reasonable moving expenses you incur in changing
your principal residence in connection with the relocation and to indemnify you
against any loss you may realize when you sell your principal residence in
connection with the relocation in an arms-
 97




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##### 



length sale for adequate consideration. For purposes of the preceding sentence,
your loss will be the difference between the actual sales price of your
residence and the higher of: (a) your aggregate investment in the residence; or
(b) the fair market value of the residence, as determined by a real estate
appraiser designated by you and satisfactory to the Company.(4)
    
    Breach of PromiseThe Company fails to pay you any present or deferred compensation within seven
days after it is due.(5)
    
    Discontinuance of Compensation Plan ParticipationThe Company fails to continue, or continue your participation in, any
compensation plan in which you participated immediately before the Change in
Control (or, with respect to Section 3(b), the Potential Change in Control) that
is material to your total compensation, unless an equitable substitute
arrangement has been adopted or made available on a basis not materially less
favorable to you than the plan in effect immediately before the Change in
Control (or the Potential Change in Control, if applicable), both as to the
benefits you receive and your level of participation relative to other
participants.(6)
    
    Discontinuanceof BenefitsThe Company stops providing you with benefits that, in the aggregate, are
substantially as valuable to you as those you enjoyed immediately before the
Change in Control (or, with respect to Section 3(b), the Potential Change in
Control) under the Companys pension, savings, deferred compensation, life
insurance, medical, health, disability, accident, vacation, and fringe benefit
plans, programs, and arrangements.(7)
    
    Improper TerminationYou are purportedly terminated, other than pursuant to a notice of termination
satisfying the requirements of Section 5.(8)
    
    Notice of Prospective ActionYou are officially notified or it is officially announced that the Company will
take any of the actions listed above during the Term of this Agreement.
 (c)
 k.
    
    Incentive Compensation
  98




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##### 



l. Management Action
  m. Person
  n. Potential Change in Control
  (1)
    
    Agreement Signed
  (2)
    
    Noticeof Intent to Seek Change in Control
  (3)
    
    Board Declaration
  o. Severance Benefits
  p. Term this Agreement
  (1)
    
    Expiration
  (2)
    
    Change in Control
  99




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##### 



IN WITNESS WHEREOF,
 Date
3/20/06
    
    By: Versar, Inc./S/ Theodore M. Prociv

President and CEODate 3/20/06
    
    /S/ Jeffrey A. Wagonhurst

Jeffrey A. Wagonhurst
  
 
 
 100