Consulting Agreement (2002)Full Document 

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                     CONSULTING AGREEMENT
       THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this
  15th day of February 2002 by and between VSE Corporation, located at 2550
  Huntington Avenue, Alexandria, Virginia 22303 ("VSE"), and James M. Todd
  located at 927 Forest Lakes Circle, Chesapeake, Virginia 23322 (the
  "CONSULTANT").
       1.  The CONSULTANT agrees to be available to provide technical and
  management consulting services on certain work on an as requested basis by
  an authorized VSE representative for a period of one year (twelve months)
  from April 16, 2002 through April 15, 2003, or for such longer period not
  to exceed a total of 18 months as shall be mutually agreed in writing by
  the parties.  In such capacity, the CONSULTANT will assist VSE primarily
  to develop marine engineering marketing and business opportunities.
       2.  For the purposes of this AGREEMENT, Donald M. Ervine and Michael
  E. Hamerly are designated as the authorized VSE representatives.  They
  will provide direction under the AGREEMENT verbally or in writing.  The
  level of effort provided in the above areas by the CONSULTANT shall be
  determined between the CONSULTANT and VSE prior to service.
       3.  Craig S. Weber is designated as the VSE representative for
  financial and administrative matters.
       4.  In the event that VSE desires to extend the services of the
  CONSULTANT to other areas in which VSE has expertise and which are not in
  competition with services rendered to other customers by the CONSULTANT,

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