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BY:
    
    /S/ Theodore M. Prociv

Theodore M. Prociv
President and CEO/S/ James Charles DobbsJames C. Dobbs
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CHANGE OF CONTROL
SEVERANCE AGREEMENT
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1. Purpose
    
    
    762. Your Agreement
    
    
    763. Events That Trigger Severance Benefits
    
    
    76a. Termination After a Change in Control
    
    
    76b. Termination After a Potential Change in Control
    
    
    76c. Successor Fails to Assume This Agreement
    
    
    764. Events That Do Not Trigger Severance Benefits
    
    
    765. Termination Procedures
    
    
    776. Severance Benefits
    
    
    77a. In General
    
    
    77b. Lump-Sum Payment in Lieuof Future Compensation
    
    
    77c. Incentive Compensation and Options
    
    
    77d. Group Insurance Benefit Continuation
    
    
    777. Time for Payment
    
    
    788. Payment Explanation
    
    
    789. Relation to Other Severance Programs
    
    
    7810. Potential Limitations
    
    
    78a. Golden Parachute Limitation
    
    
    78b. Section 162(m) Limitation
    
    
    7911. Disability
    
    
    7912. Effect of Reemployment
    
    
    7913. Successors
    
    
    79a. Assumption Required
    
    
    79b. Heirs and Assigns
    
    
    7914. Amendments
    
    
    7915. Governing Law
    
    
    8016. Claims [ERISA requirement]
    
    
    80a. When Required; Attorneys Fees
    
    
    80b. Initial Claim
    
    
    80c. Claim Decision
    
    
    80d. Appealof Denied Claims
    
    
    80e. Appeal Decision
    
    
    81f. Procedures
    
    
    8117. Limitation on Employee Rights
    
    
    8118. Validity
    
    
    8119. Counterparts
    
    
    8120. Giving Notice
    
    
    81a. To the Company
    
    
    81b. To You
    
    
    8121. Definitions
    
    
    81a. Agreement
    
    
    81b. Beneficial Owner
    
    
    81c. Board
    
    
    82d. Cause
    
    
    82
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e. Change in Control
    
    
    82(1) Acquisitionof Controlling Interest
    
    
    82(2) Change in Board Control
    
    
    82(3) Merger Approved
    
    
    82(4) Saleof Assets
    
    
    82(5) Liquidation or Dissolution
    
    
    83(6) Private Transaction
    
    
    83f. Code
    
    
    83g. Company
    
    
    83h. Disability
    
    
    83i. Exchange Act
    
    
    83j. Good Reason
    
    
    83(1) Demotion
    
    
    83(2) Pay Cut
    
    
    83(3) Relocation
    
    
    83(4) Breach of Promise
    
    
    84(5) Discontinuance of Compensation Plan Participation
    
    
    84(6) Discontinuanceof Benefits
    
    
    84(7) Improper Termination
    
    
    84(8) Notice of Prospective Action
    
    
    84k. Incentive Compensation
    
    
    84l. Management Action
    
    
    85m. Person
    
    
    85n. Potential Change in Control
    
    
    85(1) Agreement Signed
    
    
    85(2) Noticeof Intent to Seek Change in Control
    
    
    85(3) Board Declaration
    
    
    85o. Severance Benefits
    
    
    85p. Termof this Agreement
    
    
    85(1) Expiration
    
    
    85(2) Change in Control
    
    
    85
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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
 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-
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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
    
    
    
    
    
    By: Versar, Inc./S/ Theodore M. ProcivPresident and CEODate
    
    
    
    
    
    /S/ James Charles DobbsJames C. Dobbs
  
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