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                                  EXHIBIT 10.98

                              EMPLOYMENT AGREEMENT

       This Employment Agreement (this "Agreement") is made and entered into
this 1st day of November, 1999, by and between VERSAR, INC., a Delaware
corporation ("Company"), its successors and assigns, and BENJAMIN M. RAWLS
("you" or "your"). This Agreement promises you an employment relationship and
certain severance benefits during the Term of this Agreement. Capitalized terms
are defined in the last section of the Agreement.

1. PURPOSE.

       The Company considers a sound and vital management team to be essential.
The Company desires to assure itself of your services which you are willing to
provide. Further, management personnel who become concerned about the
possibility that the Company may undergo a Change in Control may terminate
employment or become distracted. Accordingly, the Board has determined that
appropriate steps should be taken to minimize the distraction executives may
suffer from the possibility of a Change 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 set forth in this Agreement.

3.     DUTIES

       You shall serve as Chairman and Chief Executive Officer of the Company.
Under the direction of the Board of Directors, you shall perform all assigned
duties reasonably required of an employee in such positions and shall
personally, diligently and faithfully perform these duties to the best of your
ability, on a full-time and exclusive basis. Your principle office will be
located in Lake Wylie, South Carolina.

4.     COMPENSATION

       Your compensation for the services performed under this Agreement shall
consist of a Base Salary and Incentive Compensation, if any, as described below:

                     4.1    Base Salary. You shall receive the base salary
approved by Company's Board of Directors, payable in regular bi-weekly
installments (the "Base Salary"). The Base Salary will be reviewed annually by
the Board of Directors in accordance with standard salary review procedures in
effect from time to time for executive officers of Company. In no event shall
the Base Salary be less than the Base Salary being paid to you on the date of
this Agreement, unless you agree to a reduction. In the event that your
employment with Company is terminated as provided in this Agreement, the Base
Salary shall be deemed to be your then current Base Salary or $100,000,
whichever is greater.



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                     4.2    Incentive Compensation. In addition to the Base
Salary, you shall be eligible to earn incentive compensation in the form of cash
or securities under bonus and incentive programs as may be in effect from time
to time for executive officers of Company generally ("Incentive Compensation").

                     4.3    Withholding. You agree and acknowledge that Company
will withhold from your compensation 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 available to executive officers of Company generally and such
other benefits as the Board of Directors 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 from time to time for executive officers of Company generally.
Your eligibility for participation in the Executive Medical Plan Reimbursement
program shall remain at your previous salary level entitling you to
reimbursement of up to $7,000 per year.

                     5.3    Other Benefit. In lieu of the deferred compensation
program offered in the March 21, 1991 employment letter, you shall be eligible
to participate in the Retired Executive's Insurance Program.

                     5.4    Personal Leave. You shall be entitled to take seven
(7) weeks of paid personal leave annually.

                     5.5    Reimbursement for Reasonable Business Expenses.
Company shall reimburse you for customary and reasonable expenses incurred in
performing your duties pursuant to this Agreement, in accordance with Company's
then current reimbursement policy (including appropriate 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 of your employment hereunder shall commence on the date
hereof, and shall continue for a period of fifty-one months. You agree and
acknowledge that Company has no obligation to renew this Agreement or to
continue your employment after the fifty-one months.




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7.     TERMINATION BY COMPANY.

              7.1   Termination With Cause. Company shall be entitled to
terminate your employment and 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 assigned duties 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 without limitation any
failure to disclose a conflict of interest), in the performance of his duties
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 his performance of your duties hereunder if such permanent
disability is covered by Workers Compensation or long term disability insurance,
or both; or (vi) if you die. For eight weeks following Company's termination of
this Agreement with cause pursuant to this Section 7.1, Company shall continue
to pay your Base Salary in effect as of the date of termination and make
available the benefits set forth in Section 5. All other obligations of Company
hereunder shall cease as of the date of termination.

              7.2   Termination Without Cause. Company shall be entitled to
terminate your employment and services without cause upon not less than sixty
(60) days' prior written notice to you specifying the date of termination. If
Company terminates your employment without cause at any time during the
fifty-one month term, Company shall give you a lump sum payment equivalent of
$550,000, any Incentive Compensation to which you would have been entitled as of
the date of termination, any deferred compensation, any accrued personal leave
(at the rate calculated in Section 13.5) and continue to make available the
benefits set forth in Section 5 for twelve (12) months. All other obligations of
Company hereunder shall cease as of the date of termination. Notwithstanding the
foregoing, during the eighteen months immediately following Company's
termination of this Agreement without cause, you shall be entitled to the
vesting of any and all stock options issued by Company pursuant to its Incentive
Stock Option Plan in accordance with the vesting schedule in your grant of
options, and vesting of any and all other options, warrants, or shares, and you
shall have the right to exercise such options or warrants, or purchase such
shares under the same terms and conditions applicable 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 at least thirty (30) days' prior written notice
specifying the date of termination. If you terminate the Agreement in accordance
with this Section 8.1, then from the date of your notice to the date of
termination (provided that during this notice period, Company does not terminate
you for cause under Section 7.1 above), Company shall continue to pay you the
Base Salary in effect as of the date of termination, and any Incentive
Compensation to which you could have been entitled as of the date of
termination, any deferred compensation, any accrued personal leave and continue
to make available the


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benefits set forth in Section 5 until the date of termination. All other
obligations of 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 not to resign for at least six full calendar months after a
Potential Change in Control occurs, except as follows: (a) you may resign after
a Change in Control occurs; (b) you may resign if you are given Good Reason to
do so; and (c) you may terminate employment on account of retirement on or after
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
Benefits under this Agreement if, during the Term of this Agreement and after a
Change in Control has occurred, your employment is terminated by the Company
without Cause (other than on account of your Disability or death) or you resign
for Good Reason.

       10.2 Termination After a Potential Change in Control. You also will
receive Severance Benefits under this Agreement if, during the Term of this
Agreement and after a Potential 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 entered into an agreement with
the Company that will result in a Change in Control; or (ii) the event
constituting Good Reason occurs at the direction of such Person.

10.3 TRANSFER OF CEO RESPONSIBILITIES

Both you and the Board of Directors contemplate transferring the title and
responsibilities of Chief Executive Officer to an individual designated by the
Board during the Term of this Agreement. You agree that such transfer of title
and responsibilities will not trigger any liability on the part of the Company
under this Section 10, Section 7 or any other provision of this Agreement.



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       10.4 Successor Fails to Assume This Agreement. You also will receive
Severance Benefits under this Agreement if, during the Term of this Agreement, a
successor to the Company 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 terminated for Cause or on account 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 remain protected by
this Agreement and remain employed by the Company, its affiliates, or their
successors.

12. TERMINATION PROCEDURES

       If you are terminated by the Company after a Change in Control and during
the Term of this Agreement, 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 terminated and will set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
your termination. If you are being terminated for Cause, your notice of
termination will include a copy of a resolution duly adopted by the affirmative
vote of not less than 51% of the entire membership of the Board (at a meeting of
the Board called and held for the purpose of considering your termination (after
reasonable notice to you and an opportunity for you and your counsel to be heard
before the Board)) finding that, in the good faith opinion of the Board, Cause
for your termination exists and specifying the basis for that opinion in detail.
If you are purportedly terminated without the notice required by this Section,
your termination shall not be effective.

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 cash compensation for periods after your employment ends, you will be
paid a cash lump sum of $555,000. In addition, and without duplication, you will
be paid a cash lump sum equal to 2 times the higher of the amounts paid to you
(if any) under any existing bonus or incentive plans in the calendar year
preceding the calendar year in which your employment ends or in the calendar
year preceding the calendar year in which the Change in Control occurred (or in
which the Potential Change in Control occurred, if benefits are payable under
Section 10.2 hereof).



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       13.3 Incentive Compensation and Options. The Company will pay you a cash
lump sum equal to any unpaid Incentive Compensation (that is not otherwise paid
to you) that you have been allocated or awarded under any existing bonus or
incentive plans for measuring periods completed before you became entitled to
Severance Benefits under this Agreement. All unvested options to purchase
Company common stock will immediately vest and remain exercisable for the
longest period of time permitted under the applicable stock option plan.

       13.4 Group Insurance Benefit Continuation. During the period that begins
when you become entitled to Severance Benefits under this Agreement and ends on
the last day of the 24th calendar month beginning thereafter, the Company shall
provide, at no cost to you or your spouse or dependents, the life, disability,
accident, and health and dental insurance benefits (or substantially similar
benefits) it was providing to you and your spouse and dependents immediately
before you became entitled to Severance Benefits under this Agreement (or
immediately before a benefit reduction that constitutes Good Reason, if you
terminate employment for that Good Reason). These benefits shall be treated as
satisfying the 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.

       13.5 The Company will pay you for earned personal leave up to 300 hours
at the rate of $133.22 per hour. Any additional earned personal leave will be
paid at an hourly rate determined on the salary then in effect.

14. TIME FOR PAYMENT

       You will be paid your cash Severance Benefits within five days after you
become entitled to Severance Benefits under this Agreement (e.g., within five
days following your termination of employment). If the amount you are due cannot
be finally determined within that period, you will receive the minimum amount to
which you are clearly entitled, as estimated in good faith by the Company. The
Company will pay the balance you are due (together with interest at the rate
provided in Internal Revenue Code Section 1274(b)(2)(B)) as soon as the amount
can be determined, but in no event later than 30 days after you terminate
employment. If your estimated payment exceeds the amount you are due, the excess
will be a loan to you, which you must repay to the Company within five business
days after demand by the Company (together with interest at the rate provided in
Code Section 1274(b)(2)(B)).



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15. PAYMENT EXPLANATION

       When payments are made to you, the Company will provide you with a
written statement explaining how your payments were calculated and the basis for
the calculations. This statement will include any opinions or other advice the
Company has received from auditors or consultants as to the calculation of your
benefits. If your benefit is affected by the golden parachute limitation in
Section 17, the Company will provide you with calculations relating to that
limitation and any supporting 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 that may be payable to you under any other employment
agreement or other arrangement; to the extent any such 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
affiliates with respect to such benefits.

17. POTENTIAL LIMITATIONS

       17.1 Golden Parachute Limitation. Your aggregate payments and benefits
under this Agreement and all other contracts, arrangements, or programs shall
not exceed the maximum amount that may be paid without triggering golden
parachute penalties under Section 280G and related provisions of the Internal
Revenue Code, as determined in good faith by the Company's independent auditors.
The preceding sentence shall not apply 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 fail promptly to designate an order, in
the priority order designated by the Company. If an amount in excess of the
limit set forth in this Section is paid to you, you must repay the excess amount
to the Company on demand, with interest at the rate provided in Code Section
1274(b)(2)(B). You and the Company agree to cooperate with each other reasonably
in connection with any administrative or judicial proceedings concerning the
existence 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
this Agreement would not be deductible under Code Section 162(m) if made or
provided when otherwise due under this Agreement, they shall be made or provided
later, immediately after Section 162(m) ceases to preclude their deduction, with
interest thereon at the rate provided in Code Section 1274(b)(2)(B).

17.3 Pooling of Interests Limitation. If the Company enters into a business
combination transaction that is intended to qualify for "pooling of interests"
accounting treatment and the transaction would qualify for such treatment but
for


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one or more provisions of this or any other agreement you have with the Company,
then such agreement, to the extent practicable, shall be interpreted so as to
permit such accounting treatment. To the extent that is not sufficient to
preserve pooling of interests accounting, any provisions of the Agreement that
would preclude such accounting treatment shall be void. All determinations under
this Section shall be made by the accounting firm whose pooling of interests
accounting opinion is required as a condition of the consummation of the
business combination transaction in question.

18. DISABILITY

       Following a Change in Control, while you are absent from work as a result
of physical or mental illness, the Company will continue to pay you your full
salary and provide you all other compensation 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 by the 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 on
account of your Disability.

19. EFFECT OF REEMPLOYMENT

       Your Severance Benefits will not be reduced by any other compensation you
earn or could have earned from another source.

20. SUCCESSORS

       20.1 Assumption Required. In addition to obligations imposed by law on a
successor to the Company, during the Term of this Agreement the Company will
require any successor to all or substantially all of the business or assets of
the Company expressly to assume and to agree to perform this Agreement in the
same manner and to the same extent that the Company was required to perform. If
the Company fails to obtain such an assumption and agreement before the
effective date of a succession, you will be entitled to Severance Benefits as if
you were terminated by the Company without Cause on the effective date of that
succession.



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       20.2 Heirs and Assigns. This Agreement will inure to the benefit of, and
be enforceable by, your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. If you
die while any amount is still payable to you under this Agreement, that amount
will be paid to the executor, personal representative, or administrator of your
estate.


21. GOVERNING LAW

       This Agreement creates a "top hat" employee benefit plan subject to the
Employee Retirement Income Security Act of 1974, and it shall be interpreted,
administered, and enforced in accordance with that law; the Company is the "plan
administrator." To the extent that state law is applicable, the statutes and
common law of the State of Virginia(excluding its choice of laws statutes or
common law) shall apply.

22. CLAIMS [ERISA REQUIREMENT]

       22.1 When Required; Attorneys' Fees. You do not need to present a formal
claim to receive benefits payable under this Agreement. However, if you believe
that your rights under this Agreement are being violated, you must file a formal
claim with the Company in accordance with the procedures set forth in this
Section. The Company will pay your reasonable 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. Within 30 days after receiving the claim, a claims official appointed
by the Company will consider your claim and issue his or her determination
thereon in writing. With your consent, the initial claim determination period
can be extended further. If you can establish that the claims official failed to
respond to your claim in a timely manner, you may treat the claim as having been
denied by the claims official.

       22.3 Claim Decision. If your claim is granted, the benefits or relief you
are seeking will be provided. If your claim is wholly or partially denied, the
claims official shall, within three days, provide you with written notice of the
denial, setting forth, in a manner calculated to be understood by you: (i) the
specific reason or reasons for the denial; (ii) specific references to the
provisions on which the denial is based; (iii) a description of any additional
material or information necessary for you to perfect your claim, 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 that
the claims official has failed to respond to your claim in a timely manner, you
may treat the claim as having been denied by the claims official.

       22.4 Appeal of Denied Claims. You may appeal the claims official's denial
of your claim 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.


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You must appeal a denied claim within fifteen days after your receipt of written
notice denying your claim, or within 60 days after such written notice was due,
if the written notice was not sent. In connection with the appeals proceeding,
you (or your duly authorized representative) may review pertinent documents and
may submit issues and comments in writing. You may only present evidence 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 appeal stage, such as by failing to file a timely appeal
request.

       22.5 Appeal Decision. The decision by the appeals official will be made
within 10 days 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 fifteen days after your appeal request, unless you
agree to a greater extension of that deadline. The appeal decision will be in
writing, set forth in a manner calculated to be understood by you; it will
include specific reasons for the decision, as well as specific references to the
pertinent provisions of this Agreement on which the decision is based. If you do
not receive the appeal decision by the date it is due, you may deem your appeal
to have been denied.

       22.6 Procedures. The Company will adopt procedures by which initial
claims and appeals will be considered and resolved; different procedures may be
established for different claims. All procedures will be designed to afford you
full and fair consideration of your claim.


23.    SURVIVAL.

       This Agreement shall survive any Changes in Control, change in management
of Company, and any merger, consolidation, reorganization, sale of assets or
sale of stock of Company.



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24.    NON-COMPETITION AND NON-SOLICITATION.

              24.1 Prohibition. You acknowledges that Company's business and
employee relationships are maintained at great expense and effort. You further
acknowledges that, by virtue of your employment under this Agreement, you will
have an extensive and unique opportunity to establish and maintain valuable
contacts with Company's customers and employees and the opportunity both during
and after employment to unfairly compete with Company, its subsidiaries and
affiliates. Therefore, you agree that during the term of your employment with
Company and for a period of the balance of the term of this Agreement or twelve
(12) months following termination of such employment, whichever is greater, you
shall not compete with the business of Company, its subsidiaries or affiliates.
For the purpose of this Agreement, activities among others which shall be deemed
competitive include: (i) encouraging any customers of Company, its subsidiaries
or affiliates to become a 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 employee or of any other person.

              24.2 Remedies for Breach. You acknowledge that the damage to
Company, its subsidiaries and affiliates resulting from a breach of this Section
24 may cause irreparable injury. Therefore, in the event of any such breach,
Company, its subsidiaries and affiliates shall be entitled to seek such remedies
as are available at law or equity to restrain 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 deemed by a court of competent jurisdiction to be in violation of
applicable law for any reason whatsoever, than such part shall not be deemed to
be void, but shall be deemed to be modified so as to be valid and enforceable,
and the remaining provisions of this Section 24 or of this Agreement shall not
be affected. The provisions of Section 24 shall survive the termination of your
employment for any reason.

25.    CONFIDENTIALITY AND NON-DISCLOSURE.

              25.1 Prohibition. You understand and acknowledge that the success
of Company's business is dependent upon the secrecy and non-disclosure of many
confidential plans, procedures and methods. Therefore, you agree that you will
not directly or indirectly disclose to any person or use for your own purpose
any confidential information, records, data, formulae, specifications, customer
lists, ideas, inventions, plans concerning business or product development,
business procedures, contract proposals or such proprietary information or other
trade secrets of Company, its subsidiaries or affiliates ("Confidential
Information") provided such information is marked as such or you have reason to
know it is confidential. Upon termination of this Agreement and employment
hereunder, You agree to promptly deliver to Company all papers, records, files,
other documents and Confidential


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Information belonging to Company, its subsidiaries and affiliates and to not
retain any copies thereof.

              25.2 Remedies for Breach. You acknowledge that the damage to
Company, its subsidiaries and affiliates resulting from a breach of this Section
25 may cause irreparable injury. Therefore, in the event of any such breach,
Company, its subsidiaries and affiliates shall be entitled to seek such remedies
as are available at law or equity to restrain 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 of this 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 the results and proceeds connected with or arising out of, directly or
indirectly, your services hereunder. You hereby assign to Company all right,
title and interest in and to all intellectual property, discoveries and trade
secrets which you may solely or jointly conceive, design, develop, create or
suggest or cause to be conceived, designed or developed or created during the
term of your employment by Company, which relate to your employment or Company's
business. For purposes of this Agreement, the term "intellectual property" 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 protectable pursuant to
applicable copyright law, you acknowledge that such property is a work for hire
within the meaning of such law.

              26.2 Further Assurances. You hereby agree to execute any documents
necessary to evidence Company's proprietary interest in any intellectual
property, discovery or trade secrets referred to Section 26.1 above. In the
event Company is unable, for any reason whatsoever, to secure your signature to
any lawful and necessary document required to apply for protection of, or
enforce any rights with respect to, any copyrights, trademark, patent or other
proprietary rights, you hereby irrevocably designates and appoints Company, and
its duly authorized officers and agents, as his agent and attorney-in-fact,
whose power is coupled with an interest, to act for and in your behalf and
stead, to execute such documents and to do all other lawful acts to protect
Company's interest in any such copyright, trademark, patent or other proprietary
right with the same legal force and effect 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 authorized officer of the Company.


28. VALIDITY

       The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or 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 this Agreement 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
Agreement must 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 the requirements 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 terms or conditions of this Agreement shall not be construed
as a waiver or a relinquishment of any right granted hereunder or of the future
performance of any term or condition.



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33.    RESIGNATION FROM OFFICES.

       Upon termination of your employment, you shall be deemed to have resigned
as an officer and director of Company, its subsidiaries and affiliates, if then
so acting, as of the date of such termination.

34.    BENEFIT.

       This Agreement shall be binding upon and inure to the benefit of and
shall be enforceable by and against Company, its successors and assigns and you,
your heirs, beneficiaries and legal representatives. This Agreement may be
assigned by Company but may not be assigned by you.


35. 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
            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

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       (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 this Agreement, excluding any event that is Management Action:

       (1)  Acquisition of Controlling Interest. Any 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 Control. During 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 Approved. The 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)  Sale of Assets. The 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.

(g) Code

       "Code" means the Internal Revenue Code of 1986, as amended.

(h) Confidential Information


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<PAGE>   16


       "Confidential Information" means any and all Company proprietary, trade
secret or other information 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 operation of law, or otherwise) assumes and agrees to perform this
Agreement. However, for purposes of determining whether a Change in Control has
occurred in connection with such a succession, 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 from the full-time performance of your duties with the Company for
substantially all of a period of six consecutive months; (ii) the Company has
notified you that it intends to terminate you on account of Disability; and
(iii) you do not resume the full-time performance of your duties within 30 days
after receiving notice of your intended termination on account of Disability.

(k) Exchange Act

       "Exchange Act" means the Securities Exchange Act of 1934, as amended.


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<PAGE>   17


(l) Good Reason

       "Good Reason" means the occurrence of any of the following without your
express written consent:

       (1)  Demotion. Your 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 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 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-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 Promise. The Company fails to pay you any present or
            deferred compensation within seven days after it is due.

       (5)  Discontinuance of Compensation Plan Participation. The 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)  Discontinuance of Benefits. The 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


                                       55
<PAGE>   18

            insurance, medical, health, disability, accident, vacation, and
            fringe benefit plans, programs, and arrangements.

       (7)  Improper Termination. You are purportedly terminated, other than
            pursuant to a notice of termination satisfying the requirements of
            Section 5.

       (8)  Notice of Prospective Action. You 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.

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 Company reverses the action or cures the default that
constitutes Good Reason before you terminate employment; or (c) you were a
primary instigator of the Good Reason event and the circumstances 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
transaction you negotiate). If you have Good Reason to terminate employment, you
may do so even if you are on a leave of absence due to physical or mental
illness or any other reason.

(m) Incentive Compensation

       "Incentive Compensation" means the amount of cash and/or securities paid
to you under all bonus, incentive or other programs for performance adopted by
Company for its executive officers or other key employees.


(n) Management Action

       "Management Action" means any event, circumstance, or transaction
occurring during the six-month period following a Potential Change in Control
that results from the action of a Management Group.

(o) Management Group

       "Management Group" means any entity or group that includes, is affiliated
with, or is wholly or partly controlled by one or more executive officers of the
Company in office before a Potential Change in Control.

(p) Person

       "Person" has the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Section 13(d) of that Act, and shall include a "group," as
defined in Rule 13d-5 promulgated thereunder. However, a Person shall not
include: (i) the Company or any of its subsidiaries; (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any of its subsidiaries; (iii) an underwriter temporarily holding securities
pursuant to an


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<PAGE>   19

offering of such securities; or (iv) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

(q) Potential Change in Control

       "Potential Change in Control" means that any of the following has
occurred during the term of this Agreement, excluding any event that is
Management Action:

       (1)  Agreement Signed. The Company enters into an agreement that will
            result in a Change in Control.

       (2)  Notice of Intent to Seek Change in Control. The 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 Declaration. With respect to this Agreement, the Board adopts
            a resolution declaring that a Potential Change in Control has
            occurred.

(r) Severance Benefits

       "Severance Benefits" means your benefits under Section 6 of this
Agreement.

(s) Term of this Agreement

       "Term of this Agreement" means the period that commences on the date of
this Agreement and ends on the earlier of:

       (1)  Expiration. January 30, 2004; or

       (2)  Change in Control. The 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.


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<PAGE>   20

              IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date above written.


                                        VERSAR, INC.


                                        By:  /S/ Thomas J. Shields
                                           ---------------------------------
                                             Thomas J. Shields

                                        Chairman, Compensation Committee
                                        ------------------------------------


                                             /S/ Benjamin M. Rawls
                                           ---------------------------------
                                             Benjamin M. Rawls



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