Change in Control Agreement - DynCorp and W. Ben Medley


December  11, 2000



Mr. W. Ben Medley
41000 Riverock
Palmdale, California  93551

Dear Ben:

         DynCorp (the "Company") considers it essential to the best interests of
its stockholders to foster the continuous employment of key management
personnel. In this connection, the Company recognizes that, as is the case with
many businesses, the possibility of a Change in Control may occur and that such
possibility and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of key management
personnel to the detriment of the Company and its stockholders.

         The Board of Directors (the "Board") of the Company has determined that
appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of members of the Company's key management, including
yourself, to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility of a Change in
Control of the Company.

         In order to induce you to remain in the employ of the Company and in
consideration of your agreement set forth in Subsection 2(ii) hereof, the
Company agrees that you shall receive the severance benefits set forth in this
letter agreement ("Agreement") in the event your employment with the Company is
terminated subsequent to a "Change in Control of the Company" (as defined in
Section 2 hereof) under the circumstances described below.

         1. Term of Agreement. This Agreement shall commence on the date hereof
and shall continue in effect through the earlier of January 1, 2002, such later
termination date as hereafter provided, or such date on which you may, prior to
the occurrence of a Change in Control as hereafter defined, retire or otherwise
terminate your employment with the Company for any reason; provided, however,
that commencing on January 1, 2003 and each January 1 thereafter, the term of
this Agreement shall automatically be extended for one additional year unless,
not later than September 30 of the preceding year, the Company shall have given
notice that it does not wish to extend this Agreement; provided, further, if a
Change in Control of the Company shall have occurred during the original or
extended term of this Agreement, this Agreement shall continue in effect for a
period of thirty-six (36) months beyond the month in which such Change in
Control occurred; provided further, however, that this Agreement shall not
extend beyond the Company's mandatory retirement age, unless such mandatory
retirement age is waived by the Board.

     2. Change in Control. Except as provided in Section 5(i), no benefits shall
be payable hereunder unless there shall have been a Change in Control of the
Company, as set forth below.

                  (i) For purposes of this Agreement, a "Change in Control of
the Company" shall be deemed to have occurred if (A) any "person" (as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or its subsidiaries, is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing more
than 35% of the combined voting power of the Company's then outstanding
securities; or (B) during any period of two consecutive years (not including any
period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board and any new director (other than a
director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clauses (A) or (C) of this
Subsection) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or (C) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets.

                  (ii) For purposes of this Agreement, a "potential Change in
Control of the Company" shall be deemed to have occurred if (A) the Company
enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control of the Company; (B) any person (including the
Company) publicly announces an intention to take or to consider taking actions
which, if consummated, would constitute a Change in Control of the Company; (C)
any person, other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or its subsidiaries, who is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 9.5% or more of the combined voting power of the Company's then
outstanding securities (other than through Common Stock Warrants outstanding as
of the date hereof), increases his beneficial ownership of such securities by 5%
or more over the percentage so owned by such person on the date hereof; or (D)
the Board adopts a resolution to the effect that, for purposes of this
Agreement, a potential Change in Control of the Company has occurred. You agree
that, subject to the terms and conditions of this Agreement, in the event of a
potential Change in Control of the Company, you will remain in the employ of the
Company until the earliest of (i) a date which is six (6) months after the
occurrence of such potential Change in Control of the Company, (ii) the
termination by you of your employment by reason of Disability or Retirement (at
the Company's mandatory retirement age), as defined in Subsection 3(i), or (iii)
the occurrence of a Change in Control of the Company.

                  (iii) Notwithstanding anything in the foregoing to the
contrary, no Change in Control of the Company shall be deemed to have occurred
for purposes of this Agreement by virtue of any transaction which results in
you, or a group of persons which includes you, acquiring, directly or
indirectly, more than 35% of the combined voting power of the Company's then
outstanding securities.

                  (iv) Effective upon the occurrence of a Change of Control, all
unvested options and rights granted to you under any stock option, restricted
stock or other stock-based benefit plan (excluding the Employee Stock Ownership
and Savings and Retirement Plans) shall immediately vest notwithstanding the
absence from such plan(s) of language that would trigger such vesting as of such
date, and you shall be entitled thereafter to exercise with respect to such
previously unvested options or shares all rights described in such plans as
being applicable to fully vested options or shares.

         3. Termination Following Change in Control. If any of the events
described in Subsection 2(i) hereof constituting a Change in Control of the
Company shall have occurred, you shall be entitled to the benefits provided in
Subsection 4(iii) hereof upon the subsequent termination of your employment
during the term of this Agreement unless such termination is (A) because of your
death, Disability or Retirement (B) by the Company for Cause, or (C) by you
other than for Good Reason.

                  (i) Disability; Retirement. If, as a result of your incapacity
due to physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Company for six (6) consecutive months, and
within thirty (30) days after written notice of termination is given you shall
not have returned to the full-time performance of your duties, your employment
may be terminated for "Disability". Termination by the Company or you of your
employment based on "Retirement" shall mean termination in accordance with the
Company's retirement policy, including early or mandatory retirement, generally
applicable to its salaried employees or in accordance with any retirement
arrangement established with your consent with respect to you.

                  (ii) Cause. Termination by the Company of your employment for
"Cause" shall mean termination upon (A) the willful and continued failure by you
to substantially perform your duties with the Company (other than any such
failure resulting from your incapacity due to physical or mental illness, or any
such actual or anticipated failure after the issuance of a Notice of Termination
by you for Good Reason, as such terms are defined in Subsections 3(iv) and
3(iii), respectively) after a written demand for substantial performance is
delivered to you by the Board, which demand specifically identifies the manner
in which the Board believes that you have not substantially performed your
duties, or (B) the willful engaging by you in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise. For purposes of
this Subsection, no act, or failure to act, on your part shall be deemed
"willful" unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Company. Notwithstanding the foregoing, you shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
you a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the Board),
finding that, in the good faith opinion of the Board, you were guilty of conduct
set forth above in clauses (A) or (B) of the first sentence of this Subsection
and specifying the particulars thereof in detail.

                  (iii) Good Reason. You shall be entitled to terminate your
employment for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean, without your express written consent, the occurrence after a Change in
Control of the Company of any of the following circumstances unless, in the case
of paragraphs (A), (E), (F), (G) or (H), such circumstances are fully corrected
prior to the Date of Termination specified in the Notice of Termination, as
defined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:

                           (A) the assignment to you of any duties inconsistent
         with your status as a senior executive officer of the Company or a
         substantial adverse alteration in the nature or status of your
         responsibilities from those in effect immediately prior to the Change
         in Control of the Company;

                           (B) a reduction by the Company in your annual base
         salary as in effect on the date hereof or as the same may be increased
         from time to time except for across-the-board salary reductions
         similarly affecting all senior executives of the Company and all senior
         executives of any person in control of the Company;

                           (C) the relocation of the Company's [Technical
         Services Division's] principal executive offices to a location outside
         a radius of 30 miles from Fort Worth, Texas (or, if different, the
         metropolitan area in which such offices are located immediately prior
         to the Change in Control of the Company) or the Company's requiring you
         to be based anywhere other than the Division's principal executive
         offices except for required travel on the Company's business to an
         extent substantially consistent with your present business travel
         obligations;

                           (D) the failure by the Company, without your consent,
         to pay to you any portion of your current compensation except pursuant
         to an across-the-board compensation deferral similarly affecting all
         senior executives of the Company and all senior executives of any
         person in control of the Company, or to pay to you any portion of an
         installment of deferred compensation under any deferred compensation
         program of the Company, within seven (7) days of the date such
         compensation is due;

                           (E) the failure by the Company to continue in effect
         any compensation plan in which you participate immediately prior to the
         Change in Control of the Company which is material to your total
         compensation, including but not limited to the Executive Incentive Plan
         ("EIP"), the Savings and Retirement Plan ("SARP"), the Supplemental
         Executive Retirement Plan ("SERP"), the 1999 Long-Term Incentive Stock
         Plan, and/or any substitute plans adopted prior to the Change in
         Control ( "Compensation-Type Benefit Plans"), unless an equitable
         arrangement (embodied in an ongoing substitute or alternative plan) has
         been made with respect to such Compensation-Type Benefit Plans, or the
         failure by the Company to continue your participation therein (or in
         such substitute or alternative plan) on a basis not materially less
         favorable in the aggregate, both in terms of the amount of benefits
         provided and the level of your participation relative to other
         participants, as existed at the time of the Change in Control;

                           (F) the failure by the Company to continue to provide
         you with benefits substantially similar to those enjoyed by you under
         any of the Company's pension, life insurance, medical, health and
         accident, or disability plans in which you were participating at the
         time of the Change in Control of the Company; the taking of any action
         by the Company which would directly or indirectly materially reduce any
         of such benefits or deprive you of any material fringe benefit enjoyed
         by you at the time of the Change in Control of the Company; or the
         failure by the Company to provide you with the number of paid vacation
         days to which you are entitled under the terms of your employment by
         the Company;

                           (G) the failure of the Company to obtain a
         satisfactory agreement from any successor to assume and agree to
         perform this Agreement, as contemplated in Section 5 hereof; or

                           (H) any purported termination of your employment
         which is not effected pursuant to a Notice of Termination satisfying
         the requirements of Subsection (iv) below (and, if applicable, the
         requirements of Subsection (ii) above); for purposes of this Agreement,
         no such purported termination shall be effective.

Your right to terminate your employment pursuant to this Subsection shall not be
affected by your incapacity due to physical or mental illness. Your continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.

                  (iv) Notice of Termination. Any purported termination of your
employment by the Company or by you shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 6 hereof. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of your employment under the provision so
indicated.

                  (v) Date of Termination, Etc. "Date of Termination" shall mean
(A) if your employment is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that you shall not have returned to the
full-time performance of your duties during such thirty (30) day period), and
(B) if your employment is terminated pursuant to Subsection (ii) or (iii) above
or for any other reason (other than Disability), the date specified in the
Notice of Termination (which, in the case of a termination pursuant to
Subsection (ii) above shall not be less than thirty (30) days, and in the case
of a termination pursuant to Subsection (iii) above shall not be less than
fifteen (15) nor more than sixty (60) days, respectively, from the date such
Notice of Termination is given); provided that if within fifteen (15) days after
any Notice of Termination is given, or, if later, prior to the Date of
Termination (as determined without regard to this proviso), the party receiving
such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of the
parties, by a binding arbitration award, or by a final judgment, order or decree
of a court of competent jurisdiction (which is not appealable or with respect to
which the time for appeal therefrom has expired and no appeal has been
perfected); provided further that the Date of Termination shall be extended by a
notice of dispute only if such notice is given in good faith and the party
giving such notice pursues the resolution of such dispute with reasonable
diligence.

     4. Compensation Upon Termination or During  Disability.  Following a Change
in Control of the Company, as defined by Subsection  2(i), upon termination  of
your  employment or during a period of  disability  you shall be entitled to the
following benefits:
                  (i) During any period that you fail to perform your full-time
duties with the Company as a result of incapacity due to physical or mental
illness, you shall continue to receive the benefits provided by the Company's
insurance, disability and other compensation plans then in effect during such
period, until your employment is terminated pursuant to Section 3(i) hereof.
Thereafter, or in the event your employment shall be terminated by the Company
or by you for Retirement or by reason of your death, your benefits shall be
determined under the Company's retirement, insurance and other compensation
programs then in effect in accordance with the terms of such programs.

                  (ii) If your employment shall be terminated by the Company for
Cause or by you other than for Good Reason, Disability, death or Retirement, the
Company shall pay you your full base salary through the 30th day immediately
following the time Notice of Termination is given at the rate in effect at the
time Notice of Termination is given, plus all other amounts to which you are
entitled under any compensation plan of the Company at the time such payments
are due (including vacation at the rate of at least 4 weeks per year), and the
Company shall have no further obligations to you under this Agreement.

                  (iii) If your employment by the Company shall be terminated
(a) by the Company other than for Cause, Retirement or Disability or (b) by you
for Good Reason, then you shall be entitled to the benefits provided below:

                           (A) The Company shall pay you your full base salary
         through the 30th day immediately following the time Notice of
         Termination is given at the rate in effect at the time Notice of
         Termination is given, plus all other amounts to which you are entitled
         under any compensation plan of the Company, at the time such payments
         are due, except as otherwise provided below.

                           (B) In lieu of any further salary payments to you for
         periods subsequent to the Date of Termination, the Company shall pay as
         severance pay to you a lump sum severance payment (together with the
         payments provided in paragraphs (C) and (D), below, the "Severance
         Payments") equal to 2.99 times the sum of (x) your annual base salary
         in effect immediately prior to the occurrence of the circumstance
         giving rise to the Notice of Termination given in respect thereof and
         (y) the average annual amount paid to you pursuant to the Benefit Plans
         in the three years preceding that in which the Date of Termination
         occurs; provided, however, that in the event the Date of Termination
         occurs within 3 years from the date of your employment by the Company,
         such average annual amount shall equal the sum of (i) the annualized
         value of grants to you under the current Stock Option Plan, the
         Discretionary Employer Contribution portion of the SARP, and the SERP,
         plus (ii) an amount representing the annual EIP to which you would have
         been entitled under the Company's EIP ("Annual EIP"). For purposes of
         this Agreement, your Annual EIP shall be (i) if you have been employed
         by the Company as of Date of Termination for less than one year, your
         target annual incentive under the EIP for the calendar year in which
         such Date of Termination occurs multiplied by a fraction the numerator
         of which shall be actual year-to-date after tax earnings of the
         Company, and the denominator of which shall be budgeted year-to-date
         after tax earnings of the Company (provided, that in no event shall
         such EIP amount exceed the target amount), or (ii) if you have been
         employed by the Company as of the Date of Termination for more than one
         year, the average of any annual EIP payments actually made to you
         during such 3 year period.

                           (C) Notwithstanding any provision of the Executive
         Incentive Plan the Company shall pay to you a lump sum amount equal to
         the sum of (x) any incentive compensation which has been allocated or
         awarded to you for a fiscal year or other measuring period preceding
         the Date of Termination but has not yet been paid, and (y) a pro rata
         portion to the Date of Termination of the aggregate value of all
         contingent incentive compensation awards to you for all uncompleted
         periods under such plans.

                           (D) In lieu of shares of common stock of the Company
         ("Company Shares") issuable upon exercise of outstanding options,
         ("Options"), if any, granted to you under the Company's Stock Option
         Plans (which Options shall be canceled upon the making of the payment
         referred to below), you shall receive an amount in cash equal to the
         excess of the fair market value of the shares covered by such options,
         over the exercise price for such shares, such "fair market value" to
         equal the most recent transaction or "minority" value determined by the
         SARP financial advisor, or, if such shares are traded on a national
         stock exchange, the closing price as of the trade date immediately
         preceding the Date of Termination.

                           (E) In the event that any payment or benefit received
         or to be received by you in connection with a Change in Control of the
         Company or the termination of your employment (whether pursuant to the
         terms of this Agreement or any other plan, arrangement or agreement
         with the Company, any person whose actions result in a Change in
         Control or any person affiliated with the Company or such person)
         (collectively with the Severance Payments, "Total Payments") would not
         be deductible (in whole or part) as a result of Section 280G of the
         Code by the Company, an affiliate or other person making such payment
         or providing such benefit, the Severance Payments shall be reduced
         until no portion of the Total Payments is not deductible, or the
         Severance Payments are reduced to zero. For purposes of this limitation
         (i) no portion of the Total Payments the receipt or enjoyment of which
         you shall have effectively waived in writing prior to the date of
         payment of the Severance Payments shall be taken into account, (ii) no
         portion of the Total Payments shall be taken into account which in the
         opinion of tax counsel selected by the Company's independent auditors
         and acceptable to you does not constitute a of "parachute payment"
         within the meaning of Section 280G(b)(2) of the Code, (iii) the
         Severance Payments shall be reduced only to the extent necessary so
         that the Total Payments (other than those referred to in clauses (i) or
         (ii)) in their entirety constitute reasonable compensation for services
         actually rendered within the meaning of Section 280G(b)(4) of the Code
         or are otherwise not subject to disallowance as deductions, in the
         opinion of the tax counsel referred to in clause (ii); and (iv) the
         value of any non-cash benefit or any deferred payment or benefit
         included in the Total Payments shall be determined by the Company's
         independent auditors in accordance with the principles of Sections
         280G(d)(3) and (4) of the Code.

                           (F) The payments provided for in paragraphs (B) (C)
         and (D), above, shall be made not later than the tenth business day
         following the Date of Termination, provided, however, that if the
         amounts of such payments, and the limitation on such payments set forth
         in paragraph (E), above, cannot be finally determined on or before such
         day, the Company shall pay to you on such day an estimate, as
         determined in good faith by the Company, of the minimum amount of such
         payments and shall pay the remainder of such payments (together with
         interest at the rate provided in Section 1274(b)(2)(B) of the Code) as
         soon as the amount thereof can be determined but in no event later than
         the thirtieth day after the Date of Termination. In the event that the
         amount of the estimated payments exceeds the amount subsequently
         determined to have been due, such excess shall constitute a loan by the
         Company to you, payable on the fifth day after demand by the Company
         (together with interest at the rate provided in Section 1274(b)(2)(B)
         of the Code).

                           (G) The Company also shall pay to you all reasonable
         legal fees and expenses incurred by you in good faith as a result of
         such termination (including all such fees and expenses, if any,
         incurred in contesting or disputing any such termination or in seeking
         to obtain or enforce any right or benefit provided by this Agreement or
         in connection with any tax audit or proceeding to the extent
         attributable to the application of Section 4999 of the Code to any
         payment or benefit provided hereunder) except to the extent that the
         payment of such fees and expenses would not be, or would cause any
         other portion of the Total Payments not to be, deductible by reason of
         Section 280G of the Code. Such payments shall be made at the later of
         the times specified in paragraph (E) above, or within five (5) days
         after your request for payment accompanied with such evidence of fees
         and expenses incurred as the Company reasonably may require.

                  (iv) If your employment shall be terminated (A) by the Company
other than for Cause, Retirement or Disability or (B) by you for Good Reason,
then for a thirty-six (36) month period after such termination, the Company
shall arrange to provide you with life, disability, accident and health
insurance benefits substantially similar to those which you are receiving
immediately prior to the Notice of Termination; provided, however that you shall
not be entitled to any benefits under this Section 4(iv) while you are a
full-time employee of any other company.

                  (v) If your employment shall be terminated (A) by the Company
other than for Cause, Retirement or Disability or (B) by you for Good Reason,
then in addition to the retirement benefits to which you are entitled under the
SARP and SERP or any successor plans thereto, the Company shall pay you in cash
at the time and in the manner provided in paragraph (F) of Subsection 4(iii), a
lump sum equal to the present value discounted at 5% of the excess of (x) the
payments which you would have received under the terms of the Discretionary
Employer contribution portion of the SARP, SERP or any successor plan, but
without regard to any amendment to the aforementioned Plans made subsequent to a
Change in Control of the Company and on or prior to the Date of Termination,
which amendment adversely affects in any manner the computation of retirement
benefits thereunder), determined as if you were fully vested thereunder and had
accumulated (after the Date of Termination) thirty-six (36) additional months of
service thereunder at your highest annual rate of compensation during the twelve
(12) months immediately preceding the Date of Termination (but in no event shall
you be deemed to have accumulated additional months of service after your
sixty-fifth (65th) birthday), over (y) the payments you are entitled to under
the aforementioned Plans as of the Date of Termination.

                  (vi) Except as expressly provided in Section 4(iv), you shall
not be required to mitigate the amount of any payment provided for in this
Section 4 by seeking other employment or otherwise, nor shall the amount of any
payment or benefit provided for in this Section 4 be reduced by any compensation
earned by you as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by you to the Company,
or otherwise.

                  (vii) In addition to all other amounts payable to you under
this Section 4, you shall be entitled to receive all benefits payable to you
under the SARP and any other plan or agreement relating to retirement benefits.

         5. Successors; Binding Agreement. (i) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle you to compensation from the
Company in the same amount and on the same terms as you would be entitled to
hereunder if you terminate your employment for Good Reason following a Change in
Control of the Company, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the Date
of Termination. As used in this Agreement, "Company" shall mean the Company as
herein before defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

                  (ii) This Agreement shall insure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. Unless
otherwise provided herein, if you should die while any amount would still be
payable to you hereunder, all such amounts shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or, if there
is no such designee, to your estate.

         6. Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all notice to the Company shall be directed to the attention of the
President with a copy to the Secretary of the Company, or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.

         7. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and the President of the Company No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Delaware without regard to conflict of law provisions. All references to
sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law. The obligations of the Company under Section 4 shall survive the expiration
of the term of this Agreement.

     8. Validity.  The invalidity or  unenforceability  of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

     9.  Counterparts.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original  but all of which together will
constitute one and the same instrument.

         10. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Washington, DC in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that you shall be entitled to
seek specific performance of your right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement.

         If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.

Sincerely,
DynCorp

/s/ Paul V. Lombardi

Paul V. Lombardi
President and Chief Executive Officer


Agreed to this 18th day of December, 2000.


By:   /s/ W. Ben Medley
                                   
        W. Ben Medley