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
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,