**EXHIBIT 10.115****VERSAR, INC.****STOCK OPTION AGREEMENT**This Agreement is made as of this ___day of _________, 2005 between Versar, Inc., a Delawarecorporation (hereinafter the “Company”), and                     , an employee of the Company or one ofits Affiliates (hereinafter the “Grantee”). All captioned terms used and not defined herein areused as defined in the Company’s                      Stock Option Plan (the “Plan”).**WITNESSETH THAT:****WHEREAS**, the Company desires to carry out the purposes of the Plan, by affording the Grantee anopportunity to purchase shares of Common Stock as set forth in the Plan; and**WHEREAS**, the Company states that this Agreement     þ will be treated OR o will not be treatedby the Company as an Incentive Stock Option as defined in Section 422A of the Internal Revenue Codeof 1986, as amended (the “Code”);**NOW, THEREFORE**, in consideration of the mutual covenants hereinafter set forth and for other goodand valuable consideration, the parties hereto do hereby agree as follows:1. Grant of Option. The Company hereby grants to the Grantee the right and option(hereinafter the “Option”) to purchase all or any part of an aggregate of                      (subjectto adjustment pursuant to Section 10 of the Plan) shares of Common Stock within ten years fromthe date hereof, subject to the terms and conditions hereinafter set forth and in the Plan.2. Exercise Price. The purchase price of the shares of Stock covered by this Option(the “Exercise Price”) shall be $_________, which is equal to 100% of the fair market value ofthe Common Stock as determined by the Plan on the date hereof.3. Exercise of Option. The Option shall be exercisable only in accordance with theprovisions of this Option Agreement and of the Plan. The Option granted herein may beexercised by the Grantee in whole or in part from time to time from the date hereof, providedthat: a. the Option may not be exercisable earlier than six months after the dateof the grant of the Option (except in the event of the death or total and permanentdisability of the Grantee or in the event of a change in control of the Company, asdetermined by the Board); and  b. subject to the provisions of Section 4(d) hereof.4. Method of Exercising Option a. Subject to the terms and conditions of this Option Agreement and thePlan, the Option may be exercised by written notice delivered to the Company signedby Grantee or the person or persons exercising the Option. Such notice shall statethe number of shares of Stock in respect of which the Option is being exercised andshall include such written covenants, agreements and representations as theCommittee administering the Plan may from time to time deem necessary or desirablein order to ensure compliance with applicable laws, regulations of governmentalauthority and requirements of the American Stock Exchange or any other exchange ormarket upon which the Stock is then traded. Such notice shall be accompanied bypayment in full of the Exercise Price.  b. The Exercise Price shall be payable (i) in cash,(ii) by the transfer of shares in good form for transfer, owned by the Grantee and having a Fair MarketValue on the date of exercise equal to the Exercise Price., (iii) through deliveryof a promissory note by the Grantee evidencing the Grantee’s obligation tomake future cash payments to the Company, which promissory note shall be payable asdetermined by theCompany (but in no event later than five years after the date thereof), shall besecured by a pledge of the shares of Common Stock purchased and shall bear interestat a rate established by the Company, but not less than the applicable Federal Rateunder
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   Section 1274 of the Code, (iv) through simultaneous exercise of the Option andsale of the shares of common Stock acquired, pursuant to a brokerage or similararrangement approved in advance by the company, and use of the proceeds from suchsale as payment of the Exercise Price, (v) in any combination of cash, shares andpromissory notes, or (vi) by any such other method as the Company shall approve inits sole discretion, and no Common Stock shall be issued until full payment thereforehas been made in one or more of the methods specified above.  c. No shares of Common Stock shall be issued to the Grantee upon exercise ofthe Option until such shares have been registered under the Securities Act of 1933,as amended, or an exemption from the registration provisions of such Act isavailable. As soon as practicable after such notice and payment shall have beenreceived, the Company shall deliver a certificate or certificates representing thenumbers of shares of Common Stock with respect to which the Option was exercisedregistered in the name of the person or persons designated by Grantee.Notwithstanding anything herein to the contrary, the Company shall not be obligatedto cause to be issued or delivered any certificate evidencing the Common Stockpurchased pursuant to the exercise of the Option, unless and until the Company isadvised by its counsel that the issuance and delivery of such certificates is incompliance with all applicable laws, regulations or governmental authority andrequirements of the American Stock Exchange or any other exchange or market uponwhich the Common Stock is traded.  d. No part of this Option may be exercised until the Grantee has vestedrights, either partially or in full, with respect to this Option. This vesting ofrights shall occur pursuant to the following schedule:     Percentage of SharesTime Elapsed From Subject to ThisThe Date Hereof Option Which VestUpon grant of Option 20%1st Anniversary 40%2nd Anniversary 60%3rd Anniversary 80%4th Anniversary 100% e. The Grantee shall not be entitled to any rights as a shareholder withrespect to such shares of Common Stock being acquired pursuant to the exercise ofthe Option unless and until such certificates are issued. No adjustment shall bemade for dividends or distributions or other rights for which the record date isprior to the date such certificate is issued.  f. In the event the Option shall be exercised pursuant to Section 5 hereofby any person other than the Grantee, the notice of exercise of the Option shall beaccompanied by proof satisfactory to the Administrator of the right of such personto exercise the Option.  g. All shares that shall be purchased upon the exercise of the Option asprovided herein shall be fully paid and non-assessable.5. Rights upon Cessation of Services. After a Grantee ceases to be an Employee, asdefined by the Plan, his/her rights to exercise any unexercised Option shall be determined asprovided below: a. If a Grantee ceases to be an Employee because of Retirement (and not onaccount of misconduct as determined below), such Grantee may exercise the Option atany time within three months after cessation of employment, but only to the extentthat, at the date of cessation of employment, the Grantee’s right to exercisesuch Option had accrued pursuant to Section 4(d) hereof and had not previously beenexercised.  b. If a Grantee dies while he or she is an Employee or having ceased to bean Employee but during the period in which he or she could have exercised the Optionunder this Section 5, and has not fully exercised the Option, then the Option may beexercised in full, at any time within twenty-four months after theGrantee’s death, by the executor or administrator of his or her estate or by any person orpersons who have acquired the Option directly from the Grantee by bequest orinheritance, but only to the extent that, at the date of death, theGrantee’sright to exercise such Option had accrued pursuant to Section 4(d) and had not beenpreviously exercised.  c. If a Grantee ceases to provide active service as an Employee by reason ofDisability, such Grantee shall have the right to exercise the Option at any timewithin six months after cessation of employment, but onlyto the extent that, at the date of such cessation of employment, theGrantee’sright to exercise such Option had accrued pursuant to Section 4(d) hereof and had notpreviously been exercised.  d. If a Grantee resigns or is discharged or terminated on account ofmisconduct, his or her Option shall terminate and shall no longer be exercisableupon notice of such resignation, discharge or termination. The existence ofmisconduct shall be determined by the Administrator in its sole discretion.
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 e. If a Grantee ceases to be an Employee for any reason other than thosestated above, the Grantee shall have the right to exercise the Option at any timewithin three months following such cessation, discharge or termination, theGrantee’s right to exercise such Option had accrued pursuant to the terms ofSection 4(d) hereof and had not previously been exercised.  f. The exercise rights stated in this Section 5 shall be subject to anyadditional restrictions placed by the Plan. Further, no Option may be exercisedafter its term expires or it is otherwise canceled.6. Non-transferability of Options. The Option granted hereunder and this OptionAgreement shall not be transferable otherwise than by will or the laws of descent anddistribution and, during the lifetime of Grantee, the Option may be exercised only by him. Nosuch transfer of the Option or this Option Agreement by the Grantee by will or the laws ofdescent and distribution shall be effective to bind the Company unless the Company shall havebeen furnished with written notice thereof and a copy of the will and/or such other evidenceas the Committee administering the Plan may deem necessary or desirable to establish thevalidity of the transfer and the agreement by the transferee or transferees to be bound by theterms and conditions of this Option Agreement and the Plan. Except as provided above, thisOption Agreement shall not be pledged, hypothecated, sold, assigned, transferred or otherwiseencumbered or disposed of. Any purported pledge, hypothecation, sale, assignment, transfer orother encumbrance or disposition of the Option Agreement contrary to the provisions hereof, orthe levy of any execution, attachment, or similar process upon the Option Agreement shall benull and void and without effect. 7. Recapitalization, Stock Dividends or Other Stock Adjustments. In the event of anychange in the outstanding Stock by reason of a stock dividend or distribution,recapitalization, merger, consolidation, liquidation, split-up,combination, exchange of shares or the like, pursuant to Section 10 of the Plan the Committee shall, in its solediscretion, provide for an equitable adjustment in the number and type of Stock subject to theOption. 8. Withholding. In the event the Company determines that state or federal income taxmust be withheld as a result of the exercise of this Option, such withholding may be satisfied(i) by payment of cash by Grantee, (ii) by delivery by Grantee of shares of Common Stockregistered in the name of Grantee with a Fair Market Value equal to the amount to be withheld,(iii) by the Company not issuing such number of shares of Common Stock subject to the Optionas have a Fair Market Value at the time of exercise equal to the amount to be withheld or (iv)any combination of the above. 9. Purchase. Upon the request of the Grantee and with the approval of the Committee,the Company may, but shall not be required to, purchase all or part of the Option which isthen exercisable. The purchase price, as determined on a per-share basis, shall be equal tothe excess of the fair market value per share of Stock on the date of such request over theOption price. 10. Notice. Any notice required or permitted under this Option Agreement shall be deemedgiven when delivered in person or when mailed by registered mail with return receipt requestedto the Company, addressed to 6850 Versar Center, Springfield, Virginia 22151, Attn.:Secretary, and to the Grantee at such address as he may designate in writing to the Company. 11. Modification and Waiver. Neither this Option Agreement nor any provision hereof canbe changed, modified, amended, discharged, terminated or waived orally or by any course ofdealing or purported course of dealing, but only by an agreement in writing signed by theGrantee or his heirs and the Company. No such agreement shall extend to or affect anyprovision of this Option Agreement not expressly changed, modified, amended, discharged,terminated or waived or impair any right consequent on such a provision. The waiver of orfailure to enforce any breach of this Option Agreement shall not be deemed to be a waiver oracquiescence in any other breach hereof. 12. Governing Law. This Option Agreement shall be governed by and construed inaccordance with the laws of the State of Delaware. 13. Grantee Acknowledgment. The Grantee hereby acknowledges that all decisions,determinations and interpretations of the Committee in respect to this Option Agreement shallbe final and conclusive.
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**IN WITNESS WHEREOF**, the Company has caused this Option Agreement to be duly executed by its officerthereunto duly authorized, and the Grantee has hereunto set his hand and seal, all on the day andyear first above written.     VERSAR, INC.                                                                   Theodore M. Prociv  President & CEO                                                                                       Grantee                                               Date
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