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:

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;

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
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Patrick C. FitzPatrick