Employment Agreement - DynCorp and Patrick C. FitzPatrick


                             Employment Agreement of
                             Patrick C. FitzPatrick

     THIS AMENDMENT  NUMBER 1 entered into as of this first day of May, 2002, by
and between DynCorp,  a Delaware  corporation  (the  "Company"),  and Patrick C.
FitzPatrick,  its  Senior  Vice  President  and  Chief  Financial  Officer  (the
"Executive"):

     WHEREAS the Company and the Executive entered into that certain  Employment
Contract effective November 1, 2001 (hereinafter the "Employment Contract") and

     WHEREAS in consideration of the mutual undertakings  herein described,  the
parties  desire to amend the Employment  Contract in the following  particulars,
but not otherwise;

     NOW  THEREFORE,  for  and  in  consideration  of  the  parties'  agreements
hereinafter set forth, the Employment Contract is hereby amended as follows:

1.   Paragraph 1, Section 4.3.1 of the Employment  Contract is hereby amended by
     deleting such paragraph in its entirety and  substituting  the following in
     lieu thereof:

          "Semi-annual  payments as specified in the following  table, the first
          of  which  shall  be  made  within  5 days of the  termination  of the
          Executive's  employment with the Company, and thereafter at the end of
          each of the successive  six-month periods,  in amounts as indicated in
          such  table  (increased  by 4% per annum for each 12 months or portion
          thereof that  transpires  between the effective date of this Agreement
          and the date such  initial  payment is made)  without  withholding  or
          deduction;  provided that such payments shall be in  consideration  of
          the  Executive  providing  consulting  services  to the  Company as an
          independent  contractor  for the periods  indicated  and for up to the
          number of hours per 6-month period specified in such table:
------------------------------------------------------------------------------------------- Employment Termination Date No. of Semi-Annual Term of Maximum Semi-Annual Payment Consulting in Hrs. Per Pmts. Months 6-Month Period ------------------------------------------------------------------------------------------- Before February 1, 2003 8 $61,500 48 160 ------------------------------------------------------------------------------------------- February 1, 2003 through 7 $60,000 42 160 January 2004 ------------------------------------------------------------------------------------------- February 1, 2004 through 7 $56,500 42 160 January 2005 ------------------------------------------------------------------------------------------- February 1, 2005 through 6 $55,000 36 160 January 2006 ------------------------------------------------------------------------------------------- February 1, 2006 through 6 $46,500 36 150 January 2007 ------------------------------------------------------------------------------------------- After January 2007 5 $46,000 36 150 -------------------------------------------------------------------------------------------
Services to be furnished hereunder by the Executive shall be consistent with the Executive's past service with the Company, as requested by the President of the Company, provided further, however, that in the event of the death or Complete Disability of the Executive any time during the term of such consulting, the Executive or his estate or legal representative shall be entitled to receive within 10 days of death or Complete Disability an amount equal to 50% of the balance of such payments remaining to be paid. 2. Section 7.2 of the Employment Contract shall be amended by deleting such section in its entirety and substituting the following in lieu thereof: "In consideration of the covenant described in Section 7.1, the Company agrees to pay the Executive the amount specified in the following table (increased by 4% per annum for each 12-month period or portion thereof that transpires between the effective date of this Agreement and the date of termination) which shall be payable in full within 5 days of the delivery of the release described in Section 4.3 hereof;
------------------------------------------------------------------- Employment Termination Date Covenant Payment ------------------------------------------------------------------- Before February 1 2003 $950,000 ------------------------------------------------------------------- February 1 2003 through January 2004 $900,000 ------------------------------------------------------------------- February 1 2004 through January 2005 $850,000 ------------------------------------------------------------------- February 1 2005 through January 2006 $800,000 ------------------------------------------------------------------- February 2006 through January 2007 $750,000 ------------------------------------------------------------------- After January 2007 $700,000 -------------------------------------------------------------------
In the event of a breach of such covenant by the Executive, damages, if any recoverable by the Company, shall be limited to an amount equal to the amount of the above covenant payment times a fraction the numerator of which shall be the number of months remaining to be performed under the Consulting Agreement described in Section 4.3.1 hereof at the time of the breach and the denominator of which shall be the number of months of the Executive's consulting obligation as described in the table in Section 4.3.1." In witness whereof, the undersigned have caused this Amendment Number 1 to be executed effective as of the year and date set forth above. DynCorp By:_____________________________ Executive /S/ Patrick C. FitzPatrick ------------------------------- Patrick C. FitzPatrick