0000950133-06-004130 Sample Contracts

AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • September 19th, 2006 • Versar Inc • Services-engineering services • Virginia

Now on this 17th day of March 2006, the Change of Control Severance Agreement dated March 1, 2004, between Lawrence W. Sinnott and Versar, Inc., is hereby amended as follows:

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CHANGE OF CONTROL SEVERANCE AGREEMENT
Severance Agreement • September 19th, 2006 • Versar Inc • Services-engineering services • Virginia

This Agreement between Michael J. Abram (“you”) and VERSAR, INC.(“Company”) has been entered into as of March 17, 2006. 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.

CHANGE OF CONTROL SEVERANCE AGREEMENT
Severance Agreement • September 19th, 2006 • Versar Inc • Services-engineering services • Virginia

This Agreement between Jeffrey A. Wagonhurst (“you”) and VERSAR, INC.(“Company”) has been entered into as of March 17, 2006. 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.

THIRD MODIFICATION AGREEMENT
Modification Agreement • September 19th, 2006 • Versar Inc • Services-engineering services • Virginia

THIS THIRD MODIFICATION AGREEMENT (this “Agreement”), effective as of the 30th day of November 2005, 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”).

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