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BY:
    
    /S/ Theodore M. ProcivTheodore M. ProcivPresident and CEO/S/ Lawrence W. SinnottLawrence W. Sinnott
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CHANGE OF CONTROL
SEVERANCE AGREEMENT
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1. Purpose
    
    
    612. Your Agreement
    
    
    613. Events That Trigger Severance Benefits
    
    
    61a. Termination After a Change in Control
    
    
    61b. Termination After a Potential Change in Control
    
    
    61c. Successor Fails to Assume This Agreement
    
    
    614. Events That Do Not Trigger Severance Benefits
    
    
    615. Termination Procedures
    
    
    626. Severance Benefits
    
    
    62a. In General
    
    
    62b. Lump-Sum Payment in Lieuof Future Compensation
    
    
    62c. Incentive Compensation and Options
    
    
    62d. Group Insurance Benefit Continuation
    
    
    627. Time for Payment
    
    
    638. Payment Explanation
    
    
    639. Relation to Other Severance Programs
    
    
    6310. Potential Limitations
    
    
    63a. Golden Parachute Limitation
    
    
    63b. Section 162(m) Limitation
    
    
    6411. Disability
    
    
    6412. Effect of Reemployment
    
    
    6413. Successors
    
    
    64a. Assumption Required
    
    
    64b. Heirs and Assigns
    
    
    6414. Amendments
    
    
    6415. Governing Law
    
    
    6516. Claims [ERISA requirement]
    
    
    65a. When Required; Attorneys Fees
    
    
    65b. Initial Claim
    
    
    65c. Claim Decision
    
    
    65d. Appealof Denied Claims
    
    
    65e. Appeal Decision
    
    
    66f. Procedures
    
    
    6617. Limitation on Employee Rights
    
    
    6618. Validity
    
    
    6619. Counterparts
    
    
    6620. Giving Notice
    
    
    66a. To the Company
    
    
    66b. To You
    
    
    6621. Definitions
    
    
    66a. Agreement
    
    
    66b. Beneficial Owner
    
    
    66c. Board
    
    
    67d. Cause
    
    
    67
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e. Change in Control
    
    
    67(1) Acquisitionof Controlling Interest
    
    
    67(2) Change in Board Control
    
    
    67(3) Merger Approved
    
    
    67(4) Saleof Assets
    
    
    67(5) Liquidation or Dissolution
    
    
    68(6) Private Transaction
    
    
    68f. Code
    
    
    68g. Company
    
    
    68h. Disability
    
    
    68i. Exchange Act
    
    
    68j. Good Reason
    
    
    68(1) Demotion
    
    
    68(2) Pay Cut
    
    
    68(3) Relocation
    
    
    68(4) Breach of Promise
    
    
    69(5) Discontinuance of Compensation Plan Participation
    
    
    69(6) Discontinuanceof Benefits
    
    
    69(7) Improper Termination
    
    
    69(8) Notice of Prospective Action
    
    
    69k. Incentive Compensation
    
    
    69l. Management Action
    
    
    70m. Person
    
    
    70n. Potential Change in Control
    
    
    70(1) Agreement Signed
    
    
    70(2) Noticeof Intent to Seek Change in Control
    
    
    70(3) Board Declaration
    
    
    70o. Severance Benefits
    
    
    70p. Termof this Agreement
    
    
    70(1) Expiration
    
    
    70(2) Change in Control
    
    
    70
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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
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5. Termination Procedures
  6. Severance Benefits
 a. In General
  b. Lump-Sum Payment in Lieu Future Compensation
  c. Incentive Compensation and Options
  d. Group Insurance Benefit Continuation
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7. Time for Payment
  8. Payment Explanation
  9. Relation to Other Severance Programs
  10. Potential Limitations
 a. Golden Parachute Limitation
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b. Section 162(m) Limitation
  11. Disability
  12. Effect of Reemployment
  13. Successors
 a. Assumption Required
  b. Heirs and Assigns
  14. Amendments
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15. Governing Law
  16. Claims [ERISA requirement]
 a. When Required; Attorneys Fees
  b. Initial Claim
  c. Claim Decision
  d. Appeal Denied Claims
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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
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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.
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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
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 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-
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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
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l. Management Action
  m. Person
  n. Potential Change in Control
  (1)
    
    Agreement SignedThe Company enters into an agreement that will result in a Change in Control.(2)
    
    Noticeof Intent to Seek Change in ControlThe Company or any Person publicly announces an intention to take or to consider
taking actions that will result in a Change in Control.(3)
    
    Board DeclarationWith respect to this Agreement, the Board adopts a resolution declaring that a
Potential Change in Control has occurred.
 o. Severance Benefits
  p. Term this Agreement
  (1)
    
    ExpirationFebruary 28, 2006; or(2)
    
    Change in ControlThe last day of the 24th calendar month beginning after the calendar month in
which a Change in Control occurred during the Term of this Agreement. After a
Change in Control occurs, the end of the Term of this Agreement shall solely be
determined under this Section 21 (p )(2).
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IN WITNESS WHEREOF,
 Date
    
    6/9/04
    
    
    
    By: Versar, Inc./S/ Theodore M. ProcivPresident and CEODate
    
    6/9/04
    
    
    
    /S/ Lawrence W. SinnottLawrence W. Sinnott
  
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