|  Forthe fiscal year ended |  CommissionFile |
|--------------------------------|----------------------|
|  June30, 2017             |  No.1-9309      |

| NAME                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | SERVED AS DIRECTOR  |
|------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
| Robert L. Durfee, Ph.D |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 1969 to the present |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
|                   | Co-founderof the Company; Executive Vice President of the Company from 1986to June 2004; President of GEOMET Technologies, LLC, a subsidiaryof the Company, from 1991 to June 2004. Age 81. Dr.Durfee is a highly experienced executive. His prior roles atVersar, including as one of the Company’s founders and asPresident of a subsidiary GEOMET Technologies, LLC, give him uniqueinsight into the Company’s businesses, particularly thoseaspects of environmental compliance, munitions disposal and controlof hazardous or toxic materials.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
| James L. Gallagher     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2000 to the present |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
|                   | President,Gallagher Consulting Group since September 1999; President ofWestinghouse Government and Environmental Services from 1996 to1999; Executive Vice President of Westinghouse Government andEnvironmental Services from 1994 to 1996; Vice President andGeneral Manager of Westinghouse Government, Operations BusinessUnit from 1992 to 1994. Age 80. Mr.Gallagher served as a highly experienced executive of a leadingenvironmental and energy unit of a Fortune 500 company. With hissignificant financial, business, operations and contractingbackground, Mr. Gallagher has provided expert leadership to theBoard’s Audit Committee. His experience in constructionmanagement and outsourcing of large government facilities isimportant to two of the Company’s core businesses. As aformer consultant to the U.S. Department of Energy, Mr. Gallagheris able to provide knowledge of markets and client needs in theenergy sector.                                                                                                                                                                                                                                                                                                                                            |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
| Amoretta M. Hoeber     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2000 to the present |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
|                   | President,AMH Consulting since 1992; Director, Strategic Planning of TRWFederal Systems Group and TRW Environmental Safety Systems, Inc.from 1986 to 1992; Deputy Under Secretary, U.S. Army from 1984 to1986; Principal Deputy Assistant Secretary, U.S. Army from 1981 to1984. Age 74. Ms.Hoeber’s experience in government contracting, strategicplanning and business development brings a unique perspective tothe core Versar businesses as well as an understanding of thestrategic planning process to advise Versar as it develops its keybusiness competencies. Her extensive network and membership inseveral key U.S. government advisory boards also give her insightinto the needs and priorities of Versar’s biggest clientgroup, the U.S. government, specifically the U.S. Department ofDefense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
| Paul J. Hoeper         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2001 to the present |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
|                   | Businessconsultant since February 2001; Assistant Secretary of the Army forAcquisition, Logistics and Technology from May 1998 to January2001; Deputy Under Secretary of Defense, International andCommercial Programs, from March 1996 to May 1998; President ofFortune Financial from 1994 to January 1996. Age 71. Mr.Hoeper’s experience as a merchant banker and seniorDepartment of Defense official, plus his service as a director ofseveral public companies, provide organizational, financial andbusiness experience to the Board. Since leaving the government, Mr.Hoeper has been an active participant and presenter at conferencesfocusing on general corporate governance and the specificgovernance needs of companies, like Versar, that focus ongovernment contracts. Mr. Hoeper’s participation in variousgovernment advisory groups and institutions enhances his leadershipof the Board and enables him to contribute in a meaningful way tothe strategic and risk management tasks of the Board.                                                                                                                                                                                                                                                                       |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
| Amir A. Metry, Ph.D    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2002 to the present |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                   | Businessconsultant since 1995; part-time Versar employee from 1995 to April2002; Founding Principal of ERM Program Management Corp. from 1989to 1995; Vice President of Roy F. Weston from 1981 to 1989. Age75. Dr.Metry’s prior business experience in the United States andoverseas and ongoing charitable work in Egypt and the Sudan provideVersar with international business experience in an area that hasbecome its largest business segment. Dr. Metry’s experienceincludes launching new business and operations in the Middle East,Europe and the Pacific Rim. Also, Dr. Metry’s many years ofexperience and present business relationships in engineering andenvironmental businesses enhances his leadership on organizationaland compensation issues faced by Versar.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
| Anthony L. Otten       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2008 to the present |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
|                   | ChiefExecutive Officer of Versar since February 2010; Director of OrionEnergy Systems, Inc. since August 2015; Managing Member ofStillwater, LLC from July 2009 to February 2010; Director of NewStream Capital, LLC and Operating Partner of New Stream AssetFunding, LLC from 2007 to June 2009; Managing Member of Stillwater,LLC from 2004 to 2007; Principal of Grisanti, Galef and Goldress,Inc. from 2001 to 2004. Age 61. Mr.Otten, as Chief Executive Officer, brings the perspective and inputof the senior management team to the Board discussions. As formerchief executive officer of a number of companies, senior financialmanager and entrepreneur, he brings a strategic vision withpractical operating and financial implications to the Board’sdiscussions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
| Frederick M. Strader   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2014 to the present |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
|                   | Businessconsultant since 2013. Director of HDT Global from January toSeptember 2016; President and Chief Executive Officer of TextronSystems, Inc. from January 2010 to December 2012; Executive VicePresident and Chief Operating Officer of Textron Systems, Inc. fromJanuary 2008 to December 2009; President and Chief ExecutiveOfficer of United Industrial Corporation from August 2003 toDecember 2007; Chief Operating Officer and Executive Vice Presidentof United Industrial Corporation from 2001 to 2003. Prior to 2001,he spent 21 years at United Defense, L.P. and its former parent,FMC Corporation, in a variety of finance, strategy, operations andgeneral management positions. Retired U.S. Army Reserve officer andmember of the Army Acquisition Corps. Age 64. Mr.Strader’s experience in government contracting, leadershipand management of public companies, and service as a board memberprovide him with unique insight and experience for the Board. Mr.Strader is a highly experienced executive who has led severalcompanies serving the Department of Defense and other governmentagencies. He also has significant experience in finance and thegovernment acquisition process which enable him to provide valuableinput for Versar’s strategic direction. |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
| Jeffrey A. Wagonhurst  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2011 to the present |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                |
|                   | Presidentand Chief Operating Officer of Versar since February 2010;Executive Vice President, Program Management Group of Versar fromMay 2009 to February 2010; Senior Vice President of Versar fromSeptember 2006 to May 2009; joined Versar as Army Program Managerin February 1999; retired from government service in May 1997 as aColonel after a 30 year career with the U.S. Army. Age69. Mr.Wagonhurst is an experienced business executive and leader whobrings the perspective and input of Versar’s operationalmanagement to the Board’s discussions. As a long time Versarexecutive and senior military officer, he provides a perspectiveand insight from Versar’s largest client, the U.S. Departmentof Defense. OurCorporate Governance Guidelines provide that each director nomineemust be under the age of 72 at the time of their election to theBoard and should not have served as a director for more fifteen(15) years. However these requirements do not apply to any directorwho was serving at the time of adoption of the guidelines in July1, 2008.                                                                                                                                                                                                    |

| Anthony L. Otten      | 61 | Chief Executive Officer                                                                   |
|-----------------------|----|-------------------------------------------------------------------------------------------|
| Jeffrey A. Wagonhurst | 69 | President and Chief Operating Officer                                                     |
| Christine B. Tarrago  | 45 | Senior Vice President, Chief Financial Officer, Treasurer andPrincipal Accounting Officer |
| James D. Villa        | 54 | Senior Vice President, General Counsel, Secretary and ChiefCompliance Officer             |
| Linda M. McKnight     | 68 | Senior Vice President of Business Development                                             |
| Wendell A. Newton     | 59 | Senior Vice President of Professional Services                                            |
| Suzanne J. Bates      | 46 | Senior Vice President of Environmental Services                                           |

| Name                 |   | Position                                                                     |
|----------------------|--------|------------------------------------------------------------------------------|
| AnthonyL. Otten      |   | ChiefExecutive Officer                                                       |
| JeffreyA. Wagonhurst |   | Presidentand Chief Operating Officer                                         |
| JamesD. Villa        |   | SeniorVice President, General Counsel, Secretary and Chief ComplianceOfficer |

| Nameand Principal Position                                                    | Year |  Salary($)(1)   |  Bonus($)  |  StockAwards ($)(2)  |  AllOtherCompensation($)(3)  |  Total($)       |
|-------------------------------------------------------------------------------|------|---------------------------|----------------------|--------------------------------|----------------------------------------|---------------------------|
| Anthony L.OttenChief ExecutiveOfficer                                         | 2017 |   375,000  |   -   |   -             |   25,379                |   400,379  |
| Anthony L.OttenChief ExecutiveOfficer                                         | 2016 |   375,000  |   -   |   84,305        |   36,775                |   496,080  |
| Jeffrey A.WagonhurstPresident and ChiefOperating Officer                      | 2017 |   270,000  |   -   |   2,925         |   21,418                |   294,343  |
| Jeffrey A.WagonhurstPresident and ChiefOperating Officer                      | 2016 |   270,000  |   -   |   32,585        |   30,923                |   339,508  |
| Cynthia A.DownesFormer ExecutiveVice President and Chief Financial Officer    | 2017 |   230,000  |   -   |   5,265         |   212,468               |   447,733  |
| Cynthia A.DownesFormer ExecutiveVice President and Chief Financial Officer    | 2016 |   230,000  |   -   |   40,170        |   23,161                |   293,331  |
| James D.VillaSenior VicePresident,General Counsel andChief Compliance Officer | 2017 |   210,000  |   -   |   8,606         |   9,163                 |   227,769  |
| James D.VillaSenior VicePresident,General Counsel andChief Compliance Officer | 2016 |   210,000  |   -   |   22,763        |   18,210                |   250,973  |

|                              |  OptionAwards                                                             |  StockAwards              |
|------------------------------|-------------------------------------------------------------------------------------|-------------------------------------|
|     Name |  Numberof Securities Underlying Unexercised Options (#)Exercisable   |  OptionExercise Price($)  |  OptionExpiration Date  |  Numberof Shares or Units of Stock That Have Not Vested(#)  |  MarketValue of Shares or Units of Stock That Have Not Vested($)  |
| Anthony L.Otten              |   0                                                                  |   -                  |   -  |   9,000  |   13,410  |
| Jeffrey A.Wagonhurst         |   0                                                                  |   -                  |   -  |   2,500  |   3,725  |
| Cynthia A.Downes             |   0                                                                  |   -                  |   -  |   0  |   0  |
| James D.Villa                |   0                                                                  |   -                  |   -  |   1,500  |   2,235  |

|  Name           | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(1) |
|----------------------|---------------------------------------------|----------------------------------|
| AnthonyL. Otten      | 9000                                        | 6,750                            |
| JeffreyA. Wagonhurst | 2500                                        | 1,875                            |
| CynthiaA. Downes     | 0                                           | 0                                |
| JamesD. Villa        | 1500                                        | 1,125                            |

| Name(1)             |  Fees Earned or Paid in Cash ($)(2)  |  Stock Awards($) (3)  |  Total ($)     |
|---------------------|------------------------------------------------|---------------------------------|--------------------------|
| Paul J.Hoeper       |   39,100                        |   870            |   39,970  |
| Robert L.Durfee     |   26,900                        |   510            |   27,410  |
| James L.Gallagher   |   30,100                        |   510            |   30,610  |
| Amoretta M.Hoeber   |   30,100                        |   510            |   30,610  |
| Amir A.Metry        |   30,100                        |   510            |   30,610  |
| Frederick M.Strader |   26,200                        |   510            |   26,710  |

|  NAME          | Unvested Restricted Stock Awards |
|---------------------|----------------------------------|
| Paul J.Hoeper       | 13,000                           |
| RobertL. Durfee     | 8,000                            |
| JamesL. Gallagher   | 8,000                            |
| AmorettaM. Hoeber   | 8,000                            |
| Amir A.Metry        | 8,000                            |
| FrederickM. Strader | 8,000                            |

|                                                              |  Salary$        |  Bonus$   |  Benefits$(1)  |
|-------------------------------------------------------------------|---------------------------|---------------------|--------------------------|
| Termination orresignation following a change of control           |   750,000  |   0  |   45,486  |
| Termination orresignation following a potential change of control |   750,000  |   0  |   45,486  |
| Successor fails toassume the contract                             |   750,000  |   0  |   45,486  |

|                                                              |  Salary$        |  Bonus$   |  Benefits$(1)  |
|-------------------------------------------------------------------|---------------------------|---------------------|--------------------------|
| Termination orresignation following a change of control           |   540,000  |   0  |   47,176  |
| Termination orresignation following a potential change of control |   540,000  |   0  |   47,176  |
| Successor fails toassume the contract                             |   540,000  |   0  |   47,176  |

|                                                              |  Salary$        |  Bonus$   |  Benefits$(1)  |
|-------------------------------------------------------------------|---------------------------|---------------------|--------------------------|
| Termination orresignation following a change of control           |   420,000  |   0  |   21,333  |
| Termination orresignation following a potential change of control |   420,000  |   0  |   21,333  |
| Successor fails toassume the contract                             |   420,000  |   0  |   21,333  |

| Name and Address ofBeneficial Owner                                                    | Amount and Nature of Beneficial Ownership | Percent of Class of Stock |
|----------------------------------------------------------------------------------------|-------------------------------------------|---------------------------|
| KingswoodCapital Management, LLC (1)11777San Vicente Blvd.Suite650LosAngeles, CA 90049 | 2,259,099                                 | 22.37                     |
| RidgedalePartners, LLC (2)1999Avenues of the StarsSuite2040LosAngeles, CA 90067        | 985,000                                   | 9.75                      |
| Wedbush,Inc. (3)1000Wilshire BoulevardLosAngeles, California 90017                     | 698,514                                   | 6.91                      |
| Dr.Robert L. Durfee (4)6850Versar CenterSpringfield,VA 22151                           | 589,023                                   | 5.83                      |
|  IllinoisMunicipal Retirement Fund (5)2211York Road, Suite 500OakBrook, IL 60523  | 557,335                                   | 5.52                      |

| Individual or Group                                            | Shares of Common Stock Beneficially Owned as of October 16, 2017(1) |
|----------------------------------------------------------------|---------------------------------------------------------------------|
| Number (5)                                                     | Percent                                                             |
| Paul J.Hoeper                                                  | 153,590                                                             | 1.52 |
| RobertL. Durfee                                                | 589,023                                                             | 6.00 |
| JamesL. Gallagher                                              | 75,390                                                              | * |
| AmorettaM. Hoeber                                              | 73,790                                                              | * |
| Amir A.Metry                                                   | 91,519                                                              | * |
| AnthonyL. Otten (2)                                            | 137,442                                                             | 1.36 |
| FrederickM. Strader                                            | 42,000                                                              | * |
| JeffreyA. Wagonhurst                                           | 87,346                                                              | * |
| ChristineB. Tarrago                                            | 0(3)                                                                | * |
| JamesD. Villa (4)                                              | 24,180                                                              | * |
| LindaM. McKnight                                               | 26,498                                                              | * |
| Alldirectors and executive officers as a group (11 persons)(4) | 1,317,778                                                           | 13.05 |

| Item No       | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Reference  |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 3.1           | Restated Certificate of Incorporation of Versar, Inc. filed onSeptember 25, 1986                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (L)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 3.2           | Certificate of Amendment of Restated Certificate of Incorporationof Versar, Inc. filed on December 24, 1996                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (L)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 3.3           | Certificate of Amendment of Restated Certificate of Incorporationof Versar, Inc. filed on January 26, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (L)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 3.4           | Second Amended and Restated By-laws of Versar, Inc. Specimen ofCertificate of Common Stock of Versar, Inc. (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (B)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 4.1           | Versar, Inc. Restated Employee 401(k) Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (C)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 4.2           | Amendment to the Versar, Inc. Restated Employee 401(k) Planimplementing automatic enrollment unless the participant makes acontrary election                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (C)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 4.3           | Amendment merging the Advent 401(k) Profit Sharing Plan and Trustto the Versar, Inc. Restated Employee 401(k) Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (C)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 4.4           | Amendment to the Versar, Inc. Restated Employee 401(k) Planimplementing 1% automatic annual increase of deferral amount to allparticipants under 6% deferral rate effective January 1, 2013 untilit reached the maximum cap of 6%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (C)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 4.5           | Amendment to the Versar, Inc. Restated Employee 401(k) Planexcluding employees who are already eligible to participate in theCharron Construction Consulting, Inc. 401(k) Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (C)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 4.6           | Amendment to the Versar, Inc. Restated Employee 401(k) Plan addingRoth Deferrals in the Contribution types and merging the CharronConstruction Consulting, Inc. 401(k) Plan with and into thePlan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (C)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.1          | Executive Tax and Investment Counseling Program                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (A)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.2          | Form of Indemnification Agreement*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (F)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.3          | Change in Control Severance Agreement between Anthony L. Otten andVersar, Inc. effective as of May 24,2011*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (E)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.4          | 2010 Stock Incentive Plan*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (G)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.4.1        | Form of Restricted Share Award Agreement*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (G)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.4.2        | Form of Performance Stock Award Agreement*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (G)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.4.3        | Form of Deferral Election Agreement for Deferred ShareUnits*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (G)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.4.4        | Form of Stock Option Award Agreement*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (G)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.4.5        | Form of Stock Appreciation Right Award Agreement*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (G)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.4.6        | Form of Restricted Stock Unit Award Agreement*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (G)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.5          | Change in Control Severance Agreement between Cynthia A. Downes andVersar, Inc. effective as of September 8, 2011*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (H)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.6          | Amendment to Change in Control Severance Agreement dated March 9,2012 between Versar, Inc. and Anthony L. Otten*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (D)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.7          | Versar, Inc. 2012 Long-Term Incentive CompensationProgram*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (I)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.8          | Amended and Restated Loan and Security Agreement date September 13,2012 between the Registrant, certain of the Registrant’ssubsidiaries and United Bank                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (M)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.9          | Amended and Restated Revolving Commercial Note dated September 14,2012                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (N)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.10         | Change in Control Severance Agreement between Versar, Inc. andAnthony L. Otten                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (J)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.11         | Change in Control Severance Agreement between Versar, Inc. andJeffrey A. Wagonhurst                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (J)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.12         | Change in Control Severance Agreement between Versar, Inc. andCynthia A. Downes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (J)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.13         | Change in Control Severance Agreement between Versar, Inc. andLinda M. McKnight                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (J)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.14         | Change in Control Severance Agreement between Versar, Inc. andJames D. Villa                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (K)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.15         | Loan Agreement, dated September 30, 2015, by and among Versar, Inc.and Bank of America, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (O)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.16         | Security Agreement, dated September 30, 2015, by and among Versar,Inc. and GEO-Marine, Inc., Versar International, Inc., J.M. WallerAssociates, Inc. and Bank of America, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (O)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.17         | FirstAmendment and Waiver dated as of December 9, 2016, by and amongVersar, Inc. and Bank of America, N.A. as lender and l/cissuer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (Q)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.18         | SecondAmendment and Waiver dated as of May 5, 2017, by and among Versar,Inc. and Bank of America, N.A. as lender and l/cissuer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (R)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.19              | LetterAgreement, dated June 1, 2017, by and between Versar, Inc. andChristine B. Tarrago*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (S)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.20              | Changein Control Severance Agreement, dated June 15, 2017, by and betweenVersar, Inc. and Christine B. Tarrago*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (T)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.21              | SeparationAgreement and General Release dated June 12, 2017, by and betweenVersar, Inc. and Cynthia A. Downes*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (T)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.22              | CommonStock Purchase Warrant dated August 8, 2017 by and between Versar,Inc. and Bank of America, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (U)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.23              | Changein Control Severance Agreement between Versar, Inc. and AlessandriaAlbers dated May 12, 2014.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (V)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.24              | Amendmentto Change in Control Severance Agreement between Versar, Inc.and Anthony L. Otten.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (W)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.25              | Amendmentto Change in Control Severance Agreement between Versar, Inc.and Jeffrey A. Wagonhurst.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (W)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.26              | Amendmentto Change in Control Severance Agreement between Versar, Inc.and Linda M. McKnight.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (W)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.27              | Amendmentto Change in Control Severance Agreement between Versar, Inc.and James D. Villa.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (W)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.28              | Amendmentto Change in Control Severance Agreement between Versar, Inc.and Alessandria Albers.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (W)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| 10.29              | Amendmentto Change in Control Severance Agreement between Versar, Inc.and Christine B. Tarrago.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (W)        |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| **21          | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |            |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| **23.1        | Consent of Independent Registered Public Accounting Firm, UrishPopeck & Co., LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |            |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| †31.1  | Certifications by Anthony L. Otten, Chief Executive OfficerPursuant to Securities Exchange Rule 13a-14                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |            |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| †31.2  | Certifications by Christine B. Tarrago, Senior Vice President,Chief Financial Officer and Treasurer pursuant to SecuritiesExchange Rule 13a-14                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |            |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| **32.1        | Certifications Pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 Of the Sarbanes-Oxley Act of 2002, for theperiod ending July 1, 2016 by Anthony L. Otten, Chief ExecutiveOfficer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |            |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| **32.2        | Certifications Pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 Of the Sarbanes-Oxley Act of 2002, for theperiod ending July 1, 2016 by Cynthia A. Downes, Exec. VicePresident, Chief Financial Officer and Treasurer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |            |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| **101+        | The following materials from Versar Inc.’s Annual Report onForm 10-K for the fiscal year ended July 1, 2016, formatted in XBRL(Extensible Business Reporting Language): (i) Consolidated BalanceSheets as of July 1, 2016, June 29, 2014; (ii) ConsolidatedStatements of Operations for the years ended June 29, 2012; (iii)Consolidated Statements of Comprehensive Income (Loss) for theyears ended June 27, 2014 and June 29, 2012; (iv) ConsolidatedStatements of Changes in Stockholders’ Equity for the yearsended June 27, 2014 and June 29, 2012; (v) Consolidated Statementsof Cash Flows for the years ended July 1, 2016, June 29, 2012; (vi)Schedule II — Valuation and Qualifying Accounts; and (vi)Notes to Consolidated Financial Statements, tagged as blocks oftext  |            |

| (A)  | Incorporated by reference to the similarly numbered exhibit to theRegistrant’s Form S-1 Registration Statement effectiveNovember 20, 1986.                                    |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                      |
| (B)  | Incorporated by reference to the exhibit to the Registrant’sForm 8-K filed with the Commission on February 17,2010.                                                           |
|      |                                                                                                                                                                                      |
| (C)  | Incorporated by reference to exhibits 4.1 through 4.6 to theRegistrant’s Form S-8 Registration Statement filed with theCommission on March 22, 2013.                          |
|      |                                                                                                                                                                                      |
| (D)  | Incorporated by reference to exhibit 10.30 to theRegistrant’s Form 10-K Annual Report for the fiscal yearended June 27, 2014 filed with the Commission on September 18,2012.  |
|      |                                                                                                                                                                                      |
| (E)  | Incorporated by reference to exhibit 10.1 to the Registrant’sForm 10-Q filed with the Commission on November 8,2010.                                                          |
|      |                                                                                                                                                                                      |
| (F)  | Incorporated by reference to exhibit 10.1 to the Registrant’sForm 8-K filed with the Commission on May 11, 2009.                                                              |
|      |                                                                                                                                                                                      |
| (G)  | Incorporated by reference to exhibits 4.1 through 4.7 to theRegistrant’s Form S-8 filed with the Commission on February15, 2011.                                              |
|      |                                                                                                                                                                                      |
| (H)  | Incorporated by reference to exhibit 10.1 to the Registrant’sForm 8-K filed with the Commission on September 13,2011.                                                         |
|      |                                                                                                                                                                                      |
| (I)  | Incorporated by reference to exhibit 10.1 to the Registrant’sForm 8-K filed with the Commission on May 9, 2012.                                                               |
|      |                                                                                                                                                                                      |
| (J)  | Incorporated by reference to exhibits 10.35 through 10.37 andexhibit 10.40 to the Registrant’s Form 8-K filed with theCommission on September 18, 2013.                       |
|      |                                                                                                                                                                                      |
| (K)  | Incorporated by reference to exhibit 10.1 to the Registrant’sForm 8-K filed with the Commission on May 14, 2014.                                                              |
|      |                                                                                                                                                                                      |
| (L)  | Incorporated by reference to exhibit 3.1 to the Registrant’sForm 10-K filed with the Commission on September 10,2014.                                                         |
|      |                                                                                                                                                                                      |
| (M)  | Incorporated by reference to exhibit 10.34 to theRegistrant’s Form 8-K filed with the Commission onSeptember 17, 2012.                                                   |
|      |                                                                                                                                                                                      |
| (N)  | Incorporated by reference to exhibit 10.33 to theRegistrant’s Form 8-K filed with the Commission onSeptember 17, 2012.                                                   |
|      |                                                                                                                                                                                      |
| (O)  | Incorporated by reference to exhibit 10.1 to the Registrant’sForm 8-K filed with the Commission on October 6,2015.                                                       |
|      |                                                                                                                                                                                      |
| (P)  | Incorporated by reference to exhibit 10.2 to the Registrant’sForm 8-K filed with the Commission on October 6,2015.                                                       |
|      |                                                                                                                                                                                      |
| (Q)       | Incorporatedby reference to exhibit 10.1 to the Registrant’s Form 8-Kfiled with the Commission on December 12, 2016                                                                |
|      |                                                                                                                                                                                      |
| (R)       | Incorporatedby reference to exhibit 10.1 to the Registrant’s Form 8-Kfiled with the Commission on June 5, 2017                                                                     |
|      |                                                                                                                                                                                      |
| (S)       | Incorporatedby reference to exhibit 10.2 to the Registrant’s Form 8-Kfiled with the Commission on June 5, 2017                                                                     |
|      |                                                                                                                                                                                      |
| (T)       | Incorporatedby reference to exhibit 10.1 to the Registrant’s Form 8-Kfiled with the Commission on June 22, 2017                                                                    |
|      |                                                                                                                                                                                      |
| (U)       | Incorporatedby reference to exhibit 10.1 to the Registrant’s Form 8-Kfiled with the Commission on August 15, 2017                                                                  |
|      |                                                                                                                                                                                      |
| (V)       | Incorporatedby reference to exhibit (e)(9) to the Registrant’s Schedule14D-9 filed with the Commission on October 6, 2017                                                          |
|      |                                                                                                                                                                                      |
| (W)       | Incorporatedby reference to exhibits (e)(12) through (e)(17) to theRegistrant’s Schedule 14D-9 filed with the Commission onOctober 6, 2017                                         |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | VERSAR, INC.    |                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|----------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |                 |   |
|                                                                                                                                     October 30,2017 | By:   | /s/ Paul J.Hoeper    |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            | Paul J.Hoeper        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |            | Chairman andDirector |   |

| Signature                 |   | Title                                                                                                      |   | Date            |
|---------------------------|--------|------------------------------------------------------------------------------------------------------------|--------|-----------------|
|                      |   |                                                                                                       |   |            |
| /s/ Paul JHoeper          |   | Chairman andDirector                                                                                       |   | October 30,2017 |
| Paul JHoeper              |   |                                                                                                       |   |            |
|                      |   |                                                                                                       |   |            |
| /s/ Anthony L.Otten       |   | Chief Executive Officer andDirector                                                                        |   | October 30,2017 |
| Anthony L.Otten           |   |                                                                                                       |   |            |
|                      |   |                                                                                                       |   |            |
| /s/ Christine B.Tarrago   |   | Senior Vice President,ChiefFinancial Officer, Treasurer, and Principal AccountingOfficer    |   | October 30,2017 |
|  ChristineB. Tarrago |   |                                                                                                       |   |            |

|                           |   |           |   |            |
|--------------------------------|--------|----------------|--------|-----------------|
| /s/ Frederick M.Strader        |   | Director       |   | October 30,2017 |
| Frederick M.Strader            |   |           |   |            |
|                           |   |           |   |            |
| /s/Robert L.Durfee   |   | Director  |   | October 30,2017 |
| Robert L.Durfee      |   |           |   |            |
|                           |   |           |   |            |
| /s/James L. Gallagher     |   | Director       |   | October 30,2017 |
| James L. Gallagher        |   |           |   |            |

| /s/Amoretta M.Hoeber    |   | Director                            |   | October 30,2017 |
|----------------------------------------|--------|-------------------------------------|--------|-----------------|
| Amoretta M.Hoeber       |   |                                |   |            |
|                                   |   |                                |   |            |
| /s/Amir A. Metry                       |   | Director                            |   | October 30,2017 |
| Amir A. Metry                          |   |                                |   |            |
|                                   |   |                                |   |            |
| /s/Jeffrey A. Wagonhurst               |   | Presdent and ChiefOperating Officer |   | October 30,2017 |
| Jeffrey A. Wagonhurst                  |   |                                |   |            |

|                            |   BALANCEAT BEGINNING OF YEAR   |   ADDITIONSCHARGED TO COSTS AND EXPENSES   |   CHARGEOFFS   |   BALANCEAT END OF YEAR   |
|---------------------------------|-----------------------------------------------------|----------------------------------------------------------------|------------------------------------|-----------------------------------------------|
| Allowancefor Doubtful Accounts  |                                      |                                                 |                     |                                |
| 2017                            |  $1,001,000                               |  $-                                                  |  $845,000                |  $156,000                           |
| 2016                            |  $616,000                                 |  $890,000                                            |  $(505,000)                   |  $1,001,000                         |
|                            |                                 |                                            |                |                           |
| DeferredTax Valuation Allowance |                                 |                                            |                |                           |
| 2017                            |  $14,781,000                              |  $4,470,000                                          |  $(883,000)                   |  $18,368,000                        |
| 2016                            |  $756,000                                 |  $14,025,000                                         |  $-                      |  $14,781,000                        |