0000950133-04-003595 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 27th, 2004 • Versar Inc • Services-engineering services • Virginia

This Employment Agreement (this “Agreement”) is made and entered into this 1st day of December 2003, by and between Versar, Inc., a Delaware corporation (“Company”), its successors and assigns, and Theodore M. Prociv (“you” or “your”). This Agreement promises you an employment relationship and certain severance benefits during the Term of this Agreement. Capitalized terms are defined in the last section of the Agreement.

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CHANGE OF CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • September 27th, 2004 • Versar Inc • Services-engineering services • Virginia

This Agreement between Lawrence W. Sinnott (“you”) and VERSAR, INC.(“Company”) has been entered into as of March 1, 2004. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement.

NSN 7540-01-152-8069 STANDARD FORM 26 (Rev 4-85) Previous Editions unusable Prescribed by GSA FAR (48 CFR) 53.214 (a) ConWrite Version 5.5.2 Created 20 Nov 2003 8:11 AM
Versar Inc • September 27th, 2004 • Services-engineering services

311TH HUMAN SYSTEMS WING/PKV DCMA SAN ANTONIO 3300 SIDNEY BROOKS 615 EAST HOUSTON ST BROOKS CITY BASDE TX 78235-5112 P O BOX 1040 LINDA M. RUCH 210-536-4204 SAN ANTONIO TX 78294-1040 Linda.ruch@brooks.af.mil SCD: C PAS: (NONE) 7. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, CITY, COUNTY, STATE AND ZIP CODE) VERSAR, INC.

FIRST MODIFICATION AGREEMENT
First Modification Agreement • September 27th, 2004 • Versar Inc • Services-engineering services • Virginia

THIS FIRST MODIFICATION AGREEMENT (this “Agreement”), effective as of the 12th day of May 2004, is by and between UNITED BANK, a Virginia banking corporation (the “Bank”); and VERSAR, INC. a Delaware corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability company, VERSAR GLOBAL SOLUTIONS, INC., a Virginia corporation, and VEC, INC., a Pennsylvania corporation and successor to Versar Environmental Company, Inc. (individually and collectively, the “Borrower”).

CHANGE OF CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • September 27th, 2004 • Versar Inc • Services-engineering services • Virginia

This Agreement between James C. Dobbs (“you”) and VERSAR, INC.(“Company”) has been entered into as of March 1, 2004. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement.

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