**Exhibit 10.114****EMPLOYMENT AGREEMENT**This Employment Agreement (this “Agreement”) is made and entered into this 8th day of February2005, by and between Versar, Inc., a Delaware corporation (“Company”), its successors and assigns,and Theodore M. Prociv (“you” or “your”). This Agreement promises you an employment relationshipand certain severance benefits during the Term of this Agreement. Capitalized terms are defined inthe last section of the Agreement.**1. Purpose**The Company considers a sound and vital management team to be essential. The Company desires toassure itself of your services, which you are willing to provide. Further, management personnelwho become concerned about the possibility that the Company may undergo a Change in Control mayterminate employment or become distracted. Accordingly, the Board has determined that appropriatesteps should be taken to minimize the distraction executives may suffer from the possibility of aChange in Control. One step is to enter into this Agreement with you.**2. Employment**Company hereby employs you, and you accept employment with Company on the terms and conditions setforth in this Agreement.**3. Duties**You shall serve as President and Chief Executive Officer of the Company. Under the direction ofthe Board of Directors, you shall perform all assigned duties reasonably required of an employee insuch positions, shall personally, diligently, and faithfully perform these duties to the best ofyour ability, on a full-time and exclusive basis. Your principal office will be located inSpringfield, Virginia.**4. Compensation**Your compensation for the services performed under this Agreement shall consist of a Base Salaryand Incentive Compensation, if any, as described below: **4.1.** **Base Salary**: You shall receive the base salary approved by Company’s Board ofDirectors, payable in regular bi-weekly installments (the “Base Salary”). The Base Salarywill be reviewed annually by the Board of Directors in accordance with standard salaryreview procedures in effect from time to time for executive officers of Company. In noevent shall the Base Salary be less than the Base Salary being paid to you on the date ofthis Agreement, unless you agree to a reduction. In the event that your employment withCompany is terminated as provided in this Agreement, the Base Salary shall be deemed yourthen current Base Salary or $285,000, whichever is greater.  **4.2.** **Incentive Compensation**: In addition to the Base Salary, you shall be eligibleto earn incentive compensation in the form of cash or securities under bonus and incentive
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   programs as may be in effect from time to time for executive officers of Companygenerally (“Incentive Compensation”).  **4.3.** **Withholding**: You agree and acknowledge that Company will withhold from yourcompensation all taxes and other amounts, which Company is required by law to withhold,including without limitation (i) federal income taxes, (ii) state income taxes, (iii)county, city or other local income taxes, and (iv) social security taxes.**5. Benefits** **5.1.** **Generally**: You shall be entitled to receive any and all benefits made availableto executive officers of Company generally and such other benefits as the Board ofDirectors in its discretion may make available to you from time to time.  **5.2.** **Insurance**: You shall be eligible to participate in all medical,hospitalization, dental, life, disability and other insurance plans as are in effect fromtime to time for executive officers of Company generally.  **5.3.** **Personal Leave**: You shall be entitled to take five (5) weeks of paid personalleave annually.  **5.4.** **Reimbursement for Reasonable Business Expenses**: Company shall reimburse you forcustomary and reasonable expenses incurred in performing your duties pursuant to thisAgreement, in accordance with Company’s then current reimbursement policy (includingappropriate itemization and substantiation of expenses incurred).**6. Term**Subject to early termination of this Agreement in accordance with Section 7 or 8 below, the term ofyour employment hereunder shall commence as of December 1, 2004, and shall continue for a period oftwo (2) years. You agree and acknowledge that Company has no obligation to renew this Agreement orto continue your employment after the one-year term.**7. Termination by Company** **7.1.** **Termination with Cause**: Company shall be entitled to terminate your employmentand services immediately upon written notice to you, except in the case of death,specifying the date of termination in the event that: (i) you fail to carry out assignedduties after being given prior warning and an opportunity to remedy the failure; or (ii)you breach any material term of this Agreement; (iii) you engage in fraud, dishonesty,willful misconduct, gross negligence or breach of fiduciary duty (including withoutlimitation any failure to disclose a conflict of interest), in the performance of yourduties hereunder; (iv) you are convicted of a felony or crime involving moral turpitude;(v) you suffer a permanent and total disability which for at least six months prevents yourperformance of your duties hereunder if such permanent disability is covered by WorkersCompensation or long term disability insurance, or both; or (vi) if you die. For eightweeks following Company’s termination of this Agreement with cause pursuant to this Section7.1, Company shall continue to pay your Base Salary in effect as of the date of terminationand make available the benefits set forth in Section 5. All other obligations of Companyhereunder shall cease as of the date of termination.
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 **7.2.** **Termination Without Cause**: Company shall be entitled to terminate youremployment and services without cause upon, not less than sixty (60) days, prior writtennotice to you specifying the date of termination. If Company terminates your employmentwithout cause, at any time during the one-year term, Company shall give you a lump sumpayment equivalent of one year’s Base Salary, any Incentive Compensation to which you wouldhave been entitled as of the date of termination, any deferred compensation, any accruedpersonal leave and will continue to make available the benefits set forth in Section 5 fortwelve (12) months. All other obligations of Company hereunder shall cease as of the dateof termination. Notwithstanding the foregoing, during the eighteen months immediatelyfollowing Company’s termination of this Agreement without cause, you shall be entitled tothe vesting of any and all stock options issued by Company pursuant to its Incentive StockOption Plan in accordance with the vesting schedule in your grant of options, and vestingof any and all other options, warrants, or shares, and you shall have the right to exercisesuch options or warrants, or purchase such shares under the same terms and conditionsapplicable to you prior to termination.**8. Termination by You**You may terminate your employment and services at any time and for any reason by giving Company atleast thirty (30) days’ prior written notice specifying the date of termination. If you terminatethe Agreement in accordance with this Section 8.1, then from the date of your notice to the date oftermination (provided that during this notice period, Company does not terminate you for causeunder Section 7.1 above), Company shall continue to pay you the Base Salary in effect as of thedate of termination, and any Incentive Compensation to which you would have been entitled as of thedate of termination, any deferred compensation, any accrued personal leave and continue to makeavailable the benefits set forth in Section 5 until the date of termination. All other obligationsof Company hereunder shall cease as of the date of termination.**9. Your Agreement on Change in Control**If one or more Potential Changes in Control occur during the Term of this Agreement, you agree notto resign for at least six full calendar months after a Potential Change in Control occurs, exceptas follows: (a) you may resign after a Change in Control occurs; (b) you may resign if you aregiven Good Reason to do so; and (c) you may terminate employment on account of retirement on orafter age 65 or because you become unable to work due to serious illness or injury.**10. Events That Trigger Severance Benefits** **10.1.** **Termination After a Change in Control**: You will receive Severance Benefitsunder this Agreement if, during the Term of this Agreement and after a Change in Controlhas occurred, your employment is terminated by the Company without Cause (other than onaccount of your Disability or death) or you resign for Good Reason.  **10.2.** **Termination After a Potential Change in Control**: You also will receiveSeverance Benefits under this Agreement if, during the Term of this Agreement and after aPotential Change in Control has occurred but before a Change in Control actually occurs,your employment is terminated by the Company without Cause or you resign for Good Reason,but only if either: (i) you are terminated at the direction of a Person who has enteredinto an agreement with the Company that will result in a Change in
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   Control; or (ii) the event constituting Good Reason occurs at the direction of suchPerson.  **10.3.** **Successor Fails to Assume This Agreement**: You also will receive SeveranceBenefits under this Agreement if, during the Term of this Agreement, a successor to theCompany fails to assume this Agreement, as provided in Section 20.1.**11. Events That Do Not Trigger Severance Benefits**You will not be entitled to Severance Benefits if your employment ends because you are terminatedfor Cause or because of Disability or because you resign without Good Reason, retire, or die.Except as provided in Section 10.3, you will not be entitled to Severance Benefits while you remainprotected by this Agreement and remain employed by the Company, its affiliates, or theirsuccessors.**12. Termination Procedures**If you are terminated by the Company after a Change in Control and during the Term of thisAgreement, the Company shall provide you with 30 days’ advance written notice of your termination,unless you are being terminated for Cause. The notice will indicate why you are being terminatedand, will set forth in reasonable detail, the facts and circumstances claimed to provide a basisfor your termination. If you are being terminated for Cause, your notice of termination willinclude a copy of a resolution duly adopted by the affirmative vote of not less than 51 % of theentire membership of the Board (at a meeting of the Board called and held for the purpose ofconsidering your termination (after reasonable notice to you and an opportunity for you and yourcounsel to be heard before the Board)) finding that, in the good faith opinion of the Board, Causefor your termination exists and specifying the basis for that opinion in detail. If you arepurportedly terminated without the notice required by this Section, your termination shall not beeffective.**13. Severance Benefits** **13.1.** **In General**: If you become entitled to Severance Benefits under this Agreement,you will receive all of the Severance Benefits described in this Section.  **13.2.** **Lump-Sum Payment in Lieu of Future Compensation**: In lieu of any further cashcompensation for periods after your employment ends, you will be paid a cash lump sum equalto two times your Base Salary in effect when your employment ends or*,*if higher, in effectimmediately before the Change in Control, Potential Change in Control or Good Reason eventfor which you terminate employment. In addition, and without duplication, you will be paida cash lump sum equal to 2 times the higher of the amounts paid to you (if any) under anyexisting bonus or incentive plans in the calendar year preceding the calendar year in whichyour employment ends or in the calendar year preceding the calendar year in which theChange in Control occurred (or in which the Potential Change in Control occurred, ifbenefits are payable under Section 10.2 hereof).  **13.3.** **Incentive Compensation and Options**: The Company will pay you a cash lump sumequal to any unpaid Incentive Compensation (that is not otherwise paid to you) that youhave been allocated or awarded under any existing bonus or incentive plans for measuringperiods completed before you became entitled to Severance Benefits under this Agreement.All unvested options to purchase Company common stock will
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   immediately vest and remain exercisable for the longest period of time permitted underthe applicable stock option plan.  **13.4.** **Group Insurance Benefit Continuation**: During the period that begins when youbecome entitled to Severance Benefits under this Agreement and ends on the last day of the24th calendar month beginning thereafter, the Company shall provide, at no cost to you oryour spouse or dependents, the life, disability, accident, and health and dental insurancebenefits (or substantially similar benefits) it was providing to you and your spouse anddependents immediately before you became entitled to Severance Benefits under thisAgreement (or immediately before a benefit reduction that constitutes Good Reason, if youterminate employment for that Good Reason). These benefits shall be treated as satisfyingthe Company’s COBRA obligations. After benefit continuation under this subsection ends,you and your spouse and dependents will be entitled to any remaining COBRA rights.**14. Time for Payment**You will be paid your cash Severance Benefits within five days after you become entitled toSeverance Benefits under this Agreement (e.g., within five days following your termination ofemployment). If the amount you are due cannot be finally determined within that period, you willreceive the minimum amount to which you are clearly entitled, as estimated in good faith by theCompany. The Company will pay the balance you are due (together with interest at the rate providedin Internal Revenue Code Section 1274(b) (2) (B)) as soon as the amount can be determined, but inno event later than 30 days after you terminate employment. If your estimated payment exceeds theamount you are due, the excess will be a loan to you, which you must repay to the Company withinfive business days after demand by the Company (together with interest at the rate provided in CodeSection 1274(b)(2)(B)).**15. Payment Explanation**When payments are made to you, the Company will provide you with a written statement explaining howyour payments were calculated and the basis for the calculations. This statement will include anyopinions or other advice the Company has received from auditors or consultants as to thecalculation of your benefits. If your benefit is affected by the golden parachute limitation inSection 17, the Company will provide you with calculations relating to that limitation and anysupporting materials you reasonably need to permit you to evaluate those calculations.**16. Relation to Other Severance Programs**Your Severance Benefits under this Agreement are in lieu of any severance or similar benefits thatmay be payable to you under any other employment agreement or other arrangement; to the extent anysuch benefits are paid to you, they shall be applied to reduce the amount due under this Agreement.This Agreement constitutes the entire agreement between you and the Company and its affiliateswith respect to such benefits.**17. Potential Limitations** **17.1.** **Golden Parachute Limitation**: Your aggregate payments and benefits under thisAgreement and all other contracts, arrangements, or programs shall not exceed the maximumamount that may be paid without triggering golden parachute penalties
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   under Section 280G and related provisions of the Internal Revenue Code, as determined ingood faith by the Company’s independent auditors. The preceding sentence shall notapply to the extent the shareholder approval requirements of Code Section 280G (b) (5)are satisfied. If your benefits must be reduced to avoid triggering such penalties,your benefits will be reduced in the priority order you designate or, if you failpromptly to designate an order, in the priority order designated by the Company. If anamount in excess of the limit set forth in this Section is paid to you, you must repaythe excess amount to the Company on demand, with interest at the rate provided in CodeSection 1274(b)(2)(B). You and the Company agree to cooperate with each otherreasonably in connection with any administrative or judicial proceedings concerning theexistence or amount of golden parachute penalties on payments or benefits you receive.  **17.2.** **Section ****162(m)****Limitation**: To the extent payments or benefits under thisAgreement would not be deductible under Code Section 162(m) if made or provided whenotherwise due under this Agreement, they shall be made or provided later, immediately afterSection 162(m) ceases to preclude their deduction, with interest thereon at the rateprovided in Code Section 1274(b)(2)(B).**18. Disability**Following a Change in Control, while you are absent from work as a result of physical or mentalillness, the Company will continue to pay you your full salary and provide you all othercompensation and benefits payable to you under the Company’s compensation or benefit plans,programs, or arrangements. These payments will stop if and when your employment is terminated bythe Company for Disability or at the end of the Term of this Agreement, whichever is earlier.Severance Benefits under this Agreement are not payable if you are terminated because of yourDisability.**19. Effect of Reemployment**Your Severance Benefits will not be reduced by any other compensation you earn or could have earnedfrom another source.**20. Successors** **20.1.** **Assumption Required**: In addition to obligations imposed by law on a successorto the Company, during the Term of this Agreement the Company will require any successor toall or substantially all of the business or assets of the Company expressly to assume andto agree to perform this Agreement in the same manner and to the same extent that theCompany was required to perform. If the Company fails to obtain such an assumption andagreement before the effective date of a succession, you will be entitled to SeveranceBenefits as if you were terminated by the Company without Cause on the effective date ofthat succession.  **20.2.** **Heirs and Assigns**: This Agreement will inure to the benefit of, and beenforceable by, your personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees, and legatees. If you die while any amount isstill payable to you under this Agreement, that amount will be paid to the executor,personal representative, or administrator of your estate.
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**21. Governing Law**This Agreement creates a “top hat” employee benefit plan subject to the Employee Retirement IncomeSecurity Act of 1974, and it shall be interpreted, administered, and enforced in accordance withthat law; the Company is the “plan administrator.” To the extent that state law is applicable, thestatutes and common law of the State of Virginia (excluding its choice of laws statutes or commonlaw) shall apply.**22. Claims (ERISA requirement)** **22.1.** **When Required Attorneys’ Fees**: You do not need to present a formal claim toreceive benefits payable under this Agreement. However, if you believe that your rightsunder this Agreement are being violated, you must file a formal claim with the Company inaccordance with the procedures set forth in this Section. The Company will pay yourreasonable attorneys’ fees and related costs in enforcing your rights under this Agreement.  **22.2.** **Initial Claim**: Your claim must be presented to the Company in writing. Within30 days after receiving the claim, a claims official appointed by the Company will consideryour claim and issue his or her determination thereon in writing. With your consent, theinitial claim determination period can be extended further. If you can establish that theclaims official failed to respond to your claim in a timely manner, you may treat the claimas having been denied by the claims official.  **22.3.** **Claim Decision**: If your claim is granted, the benefits or relief you areseeking will be provided. If your claim is wholly or partially denied, the claims officialshall, within three days, provide you with written notice of the denial, setting forth, ina manner calculated to be understood by you: (i) the specific reason or reasons for thedenial; (ii) specific references to the provisions on which the denial is based; (iii) adescription of any additional material or information necessary for you to perfect yourclaim, together with an explanation of why the material or information is necessary; and(iv) an explanation of the procedures for appealing denied claims. If you establish thatthe claims official has failed to respond to your claim in a timely manner, you may treatthe claim as having been denied by the claims official.  **22.4.** **Appeal of Denied Claims**: You may appeal the claims official’s denial of yourclaim in writing to an appeals official designated by the Company (which may be a person,committee, or other entity) for a full and fair appeal. You must appeal a denied claimwithin fifteen days after your receipt of written notice denying your claim, or within 60days after such written notice was due, if the written notice was not sent. In connectionwith the appeals proceeding, you (or your duly authorized representative) may reviewpertinent documents and may submit issues and comments in writing. You may only presentevidence and theories during the appeal that you presented during the initial claims stage,except for information the claims official requested you to provide to perfect the claim.You will irrevocably waive any theories you do not in good faith pursue through the appealstage, such as by failing to file a timely appeal request.  **22.5.** **Appeal Decision**: The decision by the appeals official will be made within 10days after your appeal request, unless special circumstances require an extension of time,in which case the decision will be rendered as soon as possible, but not later than fifteendays after your appeal request, unless you agree to a greater extension of that
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   deadline. The appeal decision will be in writing, set forth in a manner calculated tobe understood by you; it will include specific reasons for the decision, as well asspecific references to the pertinent provisions of this Agreement on which the decisionis based. If you do not receive the appeal decision by the date it is due, you may deemyour appeal to have been denied.  **22.6.** **Procedures**: The Company will adopt procedures by which initial claims andappeals will be considered and resolved; different procedures may be established fordifferent claims. All procedures will be designed to afford you full and fairconsideration of your claim.**23. Survival**This Agreement shall survive any Changes in Control, change in management of Company, and anymerger, consolidation, reorganization, sale of assets or sale of stock of Company.**24. Non-Competition and Non-Solicitation** **24.1.** **Prohibition**: You acknowledge that Company’s business and employeerelationships are maintained at great expense and effort. You further acknowledge that, byvirtue of your employment under this Agreement, you will have an extensive and uniqueopportunity to establish and maintain valuable contacts with Company’s customers andemployees and the opportunity both during and after employment to unfairly compete withCompany, its subsidiaries and affiliates. Therefore, you agree that during the term ofyour employment with Company and for a period of the balance of the term of this Agreementor twelve (12) months following termination of such employment, whichever is greater, youshall not compete with the business of Company, its subsidiaries or affiliates. For thepurpose of this Agreement, activities among others which shall be deemed competitiveinclude: (i) encouraging any customers of Company, its subsidiaries or affiliates to becomea customer of you or of any other person except through normal competitive bidding; or (ii)encouraging any employee of Company, its subsidiaries or affiliates to become your employeeor employee of any other person.  **24.2.** **Remedies for Breach**: You acknowledge that the damage to Company, itssubsidiaries and affiliates resulting from a breach of this Section 24 may causeirreparable injury. Therefore, in the event of any such breach, Company, its subsidiariesand affiliates shall be entitled to seek such remedies as are available at law or equity torestrain and enjoin you from continuing to violate the provisions of this Section 24.  **24.3.** **Binding Effect**: In the event that any part of this Section 24 shall be deemedby a court of competent jurisdiction to be in violation of applicable law for any reasonwhatsoever, than such part shall not be deemed to be void, but shall be deemed to bemodified so as to be valid and enforceable, and the remaining provisions of this Section 24or of this Agreement shall not be affected. The provisions of Section 24 shall survive thetermination of your employment for any reason.**25. Confidentiality and Non-Disclosure** **25.1.** **Prohibition**: You understand and acknowledge that the success of Company’sbusiness is dependent upon the secrecy and non-disclosure of many confidential
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   plans, procedures and methods. Therefore, you agree that you will not directly orindirectly disclose to any person or use for your own purpose any confidentialinformation, records, data, formulae, specifications, customer lists, ideas, inventions,plans concerning business or product development, business procedures, contractproposals or such proprietary information or other trade secrets of Company, itssubsidiaries or affiliates (“Confidential Information”) provided such information ismarked as such or you have reason to know it is confidential. Upon termination of thisAgreement and employment hereunder, you agree to promptly deliver to Company all papers,records, files, other documents and Confidential Information belonging to Company, itssubsidiaries and affiliates and to not retain any copies thereof.  **25.2.** **Remedies for Breach**: You acknowledge that the damage to Company, itssubsidiaries and affiliates resulting from a breach of this Section 25 may causeirreparable injury. Therefore, in the event of any such breach, Company, its subsidiariesand affiliates shall be entitled to seek such remedies as are available at law or equity torestrain and enjoin you from continuing to violate the provisions of this Section 25.  **25.3.** **Binding Effect**: The provisions of Section 25 shall survive the termination ofthis Agreement and your employment for any reason.**26. Results and Proceeds** **26.1.** **Ownership**: As your employer, Company shall own all rights in and to theresults and proceeds connected with or arising out of, directly or indirectly, yourservices hereunder. You hereby assign to Company all right, title and interest in and toall intellectual property, discoveries and trade secrets which you may solely or jointlyconceive, design, develop, create or suggest or cause to be conceived, designed ordeveloped or created during the term of your employment by Company, which relate to youremployment or Company’s business. For purposes of this Agreement, the term “intellectualproperty” shall include, without limitation, any ideas, concepts, literary material,designs, drawings, illustrations, photographs, patentable ideas and musical compositions.To the extent that any such intellectual property may be protected pursuant to applicablecopyright law, you acknowledge that such property is a work for hire within the meaning ofsuch law.  **26.2.** **Further Assurances**: You hereby agree to execute any documents necessary toevidence Company’s proprietary interest in any intellectual property, discovery or tradesecrets referred to Section 26.1 above. In the event Company is unable, for any reasonwhatsoever, to secure your signature to any lawful and necessary document required to applyfor protection of, or enforce any rights with respect to, any copyrights, trademark, patentor other proprietary rights, you hereby irrevocably designate and appoint Company, and itsduly authorized officers and agents, as your agent and attorney-in-fact, whose power iscoupled with an interest, to act for and in your behalf and stead, to execute suchdocuments and to do all other lawful acts to protect Company’s interest in any suchcopyright, trademark, patent or other proprietary right with the same legal force andeffect as if executed by you.
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**27. Amendments**This Agreement may be modified only by a written agreement executed by you and an authorizedofficer of the Company.**28. Validity**The invalidity or unenforceability of any provision of this Agreement shall not affect the validityor enforceability of any other provision of this Agreement.**29. Counterparts**This Agreement may be executed in several counterparts, each of which will be deemed an original,but all of which will constitute one and the same instrument.**30. Giving Notice** **30.1.** **To the Company**: All communications from you to the Company relating to thisAgreement must be sent to the Company to its principal business office in Springfield,Virginia, in writing, by registered or certified mail, or delivered personally.  **30.2.** **To You**: All communications from the Company to you relating to this Agreementmust be sent to you in writing, by registered or certified mail, or delivered personally,addressed as indicated at the end of this Agreement.**31. Conformity with the Immigration Reform and Control Act of 1986**Upon request, you agree to furnish Company with all documentation needed to satisfy therequirements of the Immigration Reform and Control Act of 1986.**32. Waiver**The failure of either party to insist, in any one or more instances, upon performance of the termsor conditions of this Agreement shall not be construed as a waiver or a relinquishment of any rightgranted hereunder or of the future performance of any term or condition.**33. Resignation from Offices**Upon termination of your employment, you shall be deemed to have resigned as an officer anddirector of Company, its subsidiaries and affiliates, if then so acting, as of the date of suchtermination.**34. Benefit**This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by andagainst Company, its successors and assigns and you, your heirs, beneficiaries and legalrepresentatives. This Agreement may be assigned by Company but may not be assigned by you.**35. Success Bonus**The Company’s Board of Director’s may, from time to time, direct you to identify and proceed with atransaction to secure a sustainable future for the Company for example, a financial partner, buyer,merger or acquisition candidate. If so directed by the Board of Directors and you
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are successful in completing such a transaction, the Company will pay you a success fee to benegotiated based on the size of the transaction and other industry standards.**36. Definitions**     **(a) *****Agreement***          “Agreement” means this contract, as amended.     **(b) *****Base Salary***“Base Salary” means the gross amount of money paid you annually as your basic compensation.This amount is paid in regular bi-weekly installments.     **(c) *****Beneficial Owner***“Beneficial Owner” has the meaning set forth in Rule 13d-3 under the Exchange Act.     **(d) *****Board***“Board” means the Board of Directors *of*the Company.     **(e) *****Cause***“Cause” means any of the following: **(1)** you fail to carry out assigned duties after being given prior warningand an opportunity to remedy the failure,  **(2)** you breach any material term *of*any employment agreement with theCompany,  **(3)** you engage in fraud, dishonesty, willful misconduct, gross negligence,or breach of fiduciary duty (including without limitation any failure to disclose aconflict of interest)in the performance of your duties for the Company, or  **(4)** you are convicted of a felony or crime involving moral turpitude.     **(f) *****Change in Control***“Change in Control” means the first of the following to occur after the date of thisAgreement: **(1)** *Acquisition of Controlling Interest:*Any Person becomes the BeneficialOwner, directly or indirectly, of securities of the Company representing 25% ormore of the combined voting power of the Company’s then outstanding securities. Inapplying the preceding sentence, securities acquired directly from the Company orits affiliates, with the company’s approval by or for the Person, shall not betaken into account.  **(2)** *Change in Board Control:*During the term of this Agreement, individualswho constituted the Board as of the date of this Agreement (or their approvedreplacements, as defined in the next sentence) cease for any reason to constitute amajority of the Board. A new director shall be considered an “approvedreplacement” director if his or her election (or nomination for election) wasapproved by a vote of at least two-thirds of the directors then still in office whoeither were directors at the beginning of the period or were themselves approvedreplacement directors.  **(3)** *Merger Approved:*The shareholders of the Company approve a merger orconsolidation of the Company with any other corporation unless: (a) the votingsecurities of the Company outstanding immediately before the merger orconsolidation would continue to represent (either by remaining outstanding or by
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   being converted into voting securities of the surviving entity) at least 75% of thecombined voting power of the voting securities of the Company or such survivingentity outstanding immediately after such merger or consolidation; and (b) no Personacquires more than 25% of the combined voting power of the Company’s thenoutstanding securities.  **(4)** *Sale of Assets:*The shareholders of the Company approve an agreementfor the sale or disposition by the Company of all or substantially all of theCompany’s assets.  **(5)** *Liquidation or Dissolution:*A complete liquidation or dissolution ofthe Company  **(6)** *Going Private Transaction:*Any transaction or series of transactionsnot covered in paragraphs (1) through (5) above the result of which is thesuspension of the Company’s duty to file reports under the Exchange Act as a resultof the remaining number of holders of the Company’s common stock following suchtransaction or series.     **(g) *****Code***“Code” means the Internal Revenue Code of 1986, as amended.     **(h) *****Confidential Information***“Confidential Information” means any and all Company proprietary, trade secret or otherinformation identified in Section 25, whether written, electronic or oral.     **(i) *****Company***“Company” means Versar, Inc. and any successor to its business or assets that (by operationof law, or otherwise) assumes and agrees to perform this Agreement. However, for purposesof determining whether a Change in Control has occurred in connection with such asuccession, the successor shall not be considered to be the Company.     **(j) *****Disability***“Disability” means that, due to physical or mental illness: (i) you have been absent fromthe full-time performance of your duties with the Company for substantially all of a periodof six consecutive months; (ii) the Company has notified you that it intends to terminateyou on account of Disability; and (iii) you do not resume the full-time performance of yourduties within 30 days after receiving notice of your intended termination on account ofDisability.     **(k) *****Exchange Act***“Exchange Act” means the Securities Exchange Act of 1934, as amended.     **(l) *****Good Reason***“Good Reason” means the occurrence of *any*of the following without your express writtenconsent: **(1)** *Demotion:*Your duties and responsibilities are substantially andadversely altered from those in effect immediately before the Change in Control(or, with respect to Section 3(b), the Potential Change in Control), other thanmerely as a result of the Company ceasing to be a public company, a change in yourtitle, or your transfer to an affiliate.
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 **(2)** *Pay Cut:*Your annual Base Salary is reduced.  **(3)** *Relocation:*Your principal office is transferred to another location,which increases your one-way commute to work by more than 50 miles, based on yourresidence when the transfer was announced or, if you consent to the transfer, theCompany fails to pay (or reimburse you) for all reasonable moving expenses youincur in changing your principal residence in connection with the relocation and toindemnify you against any loss you may realize when you sell your principalresidence in connection with the relocation in an arm’s-length sale for adequateconsideration. For purposes of the preceding sentence, your “loss” will be thedifference 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 theresidence, as determined by a real estate appraiser designated by you andsatisfactory to the Company.  **(4)** *Breach of Promise:*The Company fails to pay you any present or deferredcompensation within seven days after it is due.  **(5)** *Discontinuance of Compensation Plan Participation:*The Company fails tocontinue, or continue your participation in, any compensation plan in which youparticipated immediately before the Change in Control (or, with respect to Section3(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 abasis not materially less favorable to you than the plan in effect immediatelybefore 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 toother participants.  **(6)** *Discontinuance of Benefits:*The Company stops providing you withbenefits that, in the aggregate, are substantially as valuable to you as those youenjoyed immediately before the Change in Control (or, with respect to Section 3(b),the Potential Change in Control) under the Company’s pension, savings, deferredcompensation, life insurance, medical, health, disability, accident, vacation, andfringe benefit plans, programs, and arrangements.  **(7)** *Improper Termination:*You are purportedly terminated, other thanpursuant to a notice of termination satisfying the requirements of Section 5.  **(8)** *Notice of Prospective Action:*You are officially notified or it isofficially announced that the Company will take any of the actions listed aboveduring the Term of this Agreement.However, an event that is or would constitute Good Reason shall cease to be Good Reason if:(a) you do not terminate employment within 180 days after the event *occurs;*(b) the Companyreverses the action or cures the default that constitutes Good Reason before you terminateemployment; or (c) you were a primary instigator of the Good Reason event and thecircumstances make it inappropriate for you to receive benefits under this Agreement (e.g.,you agree temporarily to relinquish your position on the occurrence of a merger transactionyou negotiate). If you have Good Reason to terminate employment, you may do so even if youare on a leave of absence due to physical or mental illness or any other reason.
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     **(m) *****Incentive Compensation***“Incentive Compensation” means the amount of cash and/or securities paid to you under allbonus, incentive or other programs for performance adopted by Company for its executiveofficers or other key employees.     **(n) *****Person***“Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and usedin Section 13( d) of that Act, and shall include a “group,” as defined in Rule 13d-5promulgated thereunder. However, a Person shall not include: (i) the Company or any of itssubsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefitplan of the Company or any of its subsidiaries; (iii) an underwriter temporarily holdingsecurities pursuant to an offering of such securities; or (iv) a corporation owned, directlyor indirectly, by the stockholders of the Company in substantially the same proportions astheir ownership of stock of the Company.     **(o) *****Potential Change*****in*****Control***“Potential Change in Control” means that any of the following has occurred during the termof this Agreement, [excluding any event that is Management Action]: **(1)** *Agreement Signed:*The Company enters into an agreement that will resultin a Change in Control.  **(2)** *Notice of Intent to Seek Change*in *Control:*The Company or any Personpublicly announces an intention to take or to consider taking actions that willresult in a Change in Control.  **(3)** *Board Declaration:*With respect to this Agreement, the Board adopts aresolution declaring that a Potential Change in Control has occurred.     **(p) *****Severance Benefits***“Severance Benefits” means your benefits under Section 6 of this Agreement.     **(q) *****Term of this Agreement***“Term of this Agreement” means the period that commences on December 1, 2004 and ends on theearlier of: **(1)** *Expiration:*November 30, 2006; or  **(2)** *Change*in *Control:*The last day of the 24th calendar month beginningafter the calendar month in which a Change in Control occurred during the Term ofthis Agreement.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date above written.       /S/ Theodore M. Prociv                   Theodore M. Prociv  
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       /S/ Amir A. Metry                   Amir A. Metry         Compensation Committee Chairman
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