AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.127

AMENDMENT TO EMPLOYMENT AGREEMENT

This amendment to the Employment Agreement dated February 8, 2005 as amended November 15, 2007, between Versar, Inc. and Theodore M. Prociv is entered into this 1 ^st day December, 2008 as follows:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date above written.

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into this 8th day of February 2005, by and between Versar, Inc., a Delaware corporation (“Company”), its successors and assigns, and Theodore M. Prociv (“you” or “your”). This Agreement promises you an employment relationship and certain severance benefits during the Term of this Agreement. Capitalized terms are defined in the last section of the Agreement.

1. Purpose

The Company considers a sound and vital management team to be essential. The Company desires to assure itself of your services, which you are willing to provide. Further, management personnel who become concerned about the possibility that the Company may undergo a Change in Control may terminate employment or become distracted. Accordingly, the Board has determined that appropriate steps should be taken to minimize the distraction executives may suffer from the possibility of a Change in Control. One step is to enter into this Agreement with you.

2. Employment

Company hereby employs you, and you accept employment with Company on the terms and conditions set forth in this Agreement.

3. Duties

You shall serve as President and Chief Executive Officer of the Company. Under the direction of the Board of Directors, you shall perform all assigned duties reasonably required of an employee in such positions, shall personally, diligently, and faithfully perform these duties to the best of your ability, on a full-time and exclusive basis. Your principal office will be located in Springfield, Virginia.

4. Compensation

Your compensation for the services performed under this Agreement shall consist of a Base Salary and Incentive Compensation, if any, as described below:

     4.1. Base Salary: You shall receive the base salary approved by Company’s Board of Directors, payable in regular bi-weekly installments (the “Base Salary”). The Base Salary will be reviewed annually by the Board of Directors in accordance with standard salary review procedures in effect from time to time for executive officers of Company. In no event shall the Base Salary be less than the Base Salary being paid to you on the date of this Agreement, unless you agree to a reduction. In the event that your employment with Company is terminated as provided in this Agreement, the Base Salary shall be deemed your then current Base Salary or $285,000, whichever is greater.

     4.2. Incentive Compensation: In addition to the Base Salary, you shall be eligible to earn incentive compensation in the form of cash or securities under bonus and incentive programs as may be in effect from time to time for executive officers of Company generally (“Incentive Compensation”).

     4.3. Withholding: You agree and acknowledge that Company will withhold from your compensation all taxes and other amounts, which Company is required by law to withhold, including without limitation (i) federal income taxes, (ii) state income taxes, (iii) county, city or other local income taxes, and (iv) social security taxes.

5. Benefits

     5.1. Generally: You shall be entitled to receive any and all benefits made available to executive officers of Company generally and such other benefits as the Board of Directors in its discretion may make available to you from time to time.

     5.2. Insurance: You shall be eligible to participate in all medical, hospitalization, dental, life, disability and other insurance plans as are in effect from time to time for executive officers of Company generally.

     5.3. Personal Leave: You shall be entitled to take five (5) weeks of paid personal leave annually.

     5.4. Reimbursement for Reasonable Business Expenses: Company shall reimburse you for customary and reasonable expenses incurred in performing your duties pursuant to this Agreement, in accordance with Company’s then current reimbursement policy (including appropriate itemization and substantiation of expenses incurred).

6. Term

Subject to early termination of this Agreement in accordance with Section 7 or 8 below, the term of your employment hereunder shall commence as of December 1, 2004, and shall continue for a period of two (2) years. You agree and acknowledge that Company has no obligation to renew this Agreement or to continue your employment after the one-year term.

7. Termination by Company

     7.1. Termination with Cause: Company shall be entitled to terminate your employment and services immediately upon written notice to you, except in the case of death, specifying the date of termination in the event that: (i) you fail to carry out assigned duties after being given prior warning and an opportunity to remedy the failure; or (ii) you breach any material term of this Agreement; (iii) you engage in fraud, dishonesty, willful misconduct, gross negligence or breach of fiduciary duty (including without limitation any failure to disclose a conflict of interest), in the performance of your duties hereunder; (iv) you are convicted of a felony or crime involving moral turpitude; (v) you suffer a permanent and total disability which for at least six months prevents your performance of your duties hereunder if such permanent disability is covered by Workers Compensation or long term disability insurance, or both; or (vi) if you die. For eight weeks following Company’s termination of this Agreement with cause pursuant to this Section 7.1, Company shall continue to pay your Base Salary in effect as of the date of termination and make available the benefits set forth in Section 5. All other obligations of Company hereunder shall cease as of the date of termination.

     7.2. Termination Without Cause: Company shall be entitled to terminate your employment and services without cause upon, not less than sixty (60) days, prior written notice to you specifying the date of termination. If Company terminates your employment without cause, at any time during the one-year term, Company shall give you a lump sum payment equivalent of one year’s Base Salary, any Incentive Compensation to which you would have been entitled as of the date of termination, any deferred compensation, any accrued personal leave and will continue to make available the benefits set forth in Section 5 for twelve (12) months. All other obligations of Company hereunder shall cease as of the date of termination. Notwithstanding the foregoing, during the eighteen months immediately following Company’s termination of this Agreement without cause, you shall be entitled to the vesting of any and all stock options issued by Company pursuant to its Incentive Stock Option Plan in accordance with the vesting schedule in your grant of options, and vesting of any and all other options, warrants, or shares, and you shall have the right to exercise such options or warrants, or purchase such shares under the same terms and conditions applicable to you prior to termination.

8. Termination by You

You may terminate your employment and services at any time and for any reason by giving Company at least thirty (30) days’ prior written notice specifying the date of termination. If you terminate the Agreement in accordance with this Section 8.1, then from the date of your notice to the date of termination (provided that during this notice period, Company does not terminate you for cause under Section 7.1 above), Company shall continue to pay you the Base Salary in effect as of the date of termination, and any Incentive Compensation to which you would have been entitled as of the date of termination, any deferred compensation, any accrued personal leave and continue to make available the benefits set forth in Section 5 until the date of termination. All other obligations of Company hereunder shall cease as of the date of termination.

9. Your Agreement on Change in Control

If one or more Potential Changes in Control occur during the Term of this Agreement, you agree not to resign for at least six full calendar months after a Potential Change in Control occurs, except as follows: (a) you may resign after a Change in Control occurs; (b) you may resign if you are given Good Reason to do so; and (c) you may terminate employment on account of retirement on or after age 65 or because you become unable to work due to serious illness or injury.

10. Events That Trigger Severance Benefits

     10.1. Termination After a Change in Control: You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

     10.2. Termination After a Potential Change in Control: You also will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Potential Change in Control has occurred but before a Change in Control actually occurs, your employment is terminated by the Company without Cause or you resign for Good Reason, but only if either: (i) you are terminated at the direction of a Person who has entered into an agreement with the Company that will result in a Change in Control; or (ii) the event constituting Good Reason occurs at the direction of such Person.

     10.3. Successor Fails to Assume This Agreement: You also will receive Severance Benefits under this Agreement if, during the Term of this Agreement, a successor to the Company fails to assume this Agreement, as provided in Section 20.1.

11. Events That Do Not Trigger Severance Benefits

You will not be entitled to Severance Benefits if your employment ends because you are terminated for Cause or because of Disability or because you resign without Good Reason, retire, or die. Except as provided in Section 10.3, you will not be entitled to Severance Benefits while you remain protected by this Agreement and remain employed by the Company, its affiliates, or their successors.

12. Termination Procedures

If you are terminated by the Company after a Change in Control and during the Term of this Agreement, the Company shall provide you with 30 days’ advance written notice of your termination, unless you are being terminated for Cause. The notice will indicate why you are being terminated and, will set forth in reasonable detail, the facts and circumstances claimed to provide a basis for your termination. If you are being terminated for Cause, your notice of termination will include a copy of a resolution duly adopted by the affirmative vote of not less than 51 % of the entire membership of the Board (at a meeting of the Board called and held for the purpose of considering your termination (after reasonable notice to you and an opportunity for you and your counsel to be heard before the

Board)) finding that, in the good faith opinion of the Board, Cause for your termination exists and specifying the basis for that opinion in detail. If you are purportedly terminated without the notice required by this Section, your termination shall not be effective.

13. Severance Benefits

     13.1. In General: If you become entitled to Severance Benefits under this Agreement, you will receive all of the Severance Benefits described in this Section.

     13.2. Lump-Sum Payment in Lieu of Future Compensation: In lieu of any further cash compensation for periods after your employment ends, you will be paid a cash lump sum equal to two times your Base Salary in effect when your employment ends or, if higher, in effect immediately before the Change in Control, Potential Change in Control or Good Reason event for which you terminate employment. In addition, and without duplication, you will be paid a cash lump sum equal to 2 times the higher of the amounts paid to you (if any) under any existing bonus or incentive plans in the calendar year preceding the calendar year in which your employment ends or in the calendar year preceding the calendar year in which the Change in Control occurred (or in which the Potential Change in Control occurred, if benefits are payable under Section 10.2 hereof).

     13.3. Incentive Compensation and Options: The Company will pay you a cash lump sum equal to any unpaid Incentive Compensation (that is not otherwise paid to you) that you have been allocated or awarded under any existing bonus or incentive plans for measuring periods completed before you became entitled to Severance Benefits under this Agreement. All unvested options to purchase Company common stock will immediately vest and remain exercisable for the longest period of time permitted under the applicable stock option plan.

     13.4. Group Insurance Benefit Continuation: During the period that begins when you become entitled to Severance Benefits under this Agreement and ends on the last day of the 24th calendar month beginning thereafter, the Company shall provide, at no cost to you or your spouse or dependents, the life, disability, accident, and health and dental insurance benefits (or substantially similar benefits) it was providing to you and your spouse and dependents immediately before you became entitled to Severance Benefits under this Agreement (or immediately before a benefit reduction that constitutes Good Reason, if you terminate employment for that Good Reason). These benefits shall be treated as satisfying the Company’s COBRA obligations. After benefit continuation under this subsection ends, you and your spouse and dependents will be entitled to any remaining COBRA rights.

14. Time for Payment

You will be paid your cash Severance Benefits within five days after you become entitled to Severance Benefits under this Agreement (e.g., within five days following your termination of employment). If the amount you are due cannot be finally determined within that period, you will receive the minimum amount to which you are clearly entitled, as estimated in good faith by the Company. The Company will pay the balance you are due (together with interest at the rate provided in Internal Revenue Code Section 1274(b) (2) (B)) as soon as the amount can be determined, but in no event later than 30 days after you terminate employment. If your estimated payment exceeds the amount you are due, the excess will be a loan to you, which you must repay to the Company within five business days after demand by the Company (together with interest at the rate provided in Code Section 1274(b)(2)(B)).

15. Payment Explanation

When payments are made to you, the Company will provide you with a written statement explaining how your payments were calculated and the basis for the calculations. This statement will include any opinions or other advice the Company has received from auditors or consultants as to the calculation of your benefits. If your benefit is affected by the golden parachute limitation in Section 17, the Company will provide you with calculations relating to that limitation and any supporting materials you reasonably need to permit you to evaluate those calculations.

16. Relation to Other Severance Programs

Your Severance Benefits under this Agreement are in lieu of any severance or similar benefits that may be payable to you under any other employment agreement or other arrangement; to the extent any such benefits are paid to you, they shall be applied to reduce the amount due under this Agreement. This Agreement constitutes the entire agreement between you and the Company and its affiliates with respect to such benefits.

17. Potential Limitations

     17.1. Golden Parachute Limitation: Your aggregate payments and benefits under this Agreement and all other contracts, arrangements, or programs shall not exceed the maximum amount that may be paid without triggering golden parachute penalties under Section 280G and related provisions of the Internal Revenue Code, as determined in good faith by the Company’s independent auditors. The preceding sentence shall not apply to the extent the shareholder approval requirements of Code Section 280G (b) (5) are satisfied. If your benefits must be reduced to avoid triggering such penalties, your benefits will be reduced in the priority order you designate or, if you fail promptly to designate an order, in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section is paid to you, you must repay the excess amount to the Company on demand, with interest at the rate provided in Code Section 1274(b)(2)(B). You and the Company agree to cooperate with each other reasonably in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties on payments or benefits you receive.

     17.2. Section 162(m) Limitation: To the extent payments or benefits under this Agreement would not be deductible under Code Section 162(m) if made or provided when otherwise due under this Agreement, they shall be made or provided later, immediately after Section 162(m) ceases to preclude their deduction, with interest thereon at the rate provided in Code Section 1274(b)(2)(B).

18. Disability

Following a Change in Control, while you are absent from work as a result of physical or mental illness, the Company will continue to pay you your full salary and provide you all other compensation and benefits payable to you under the Company’s compensation or benefit plans, programs, or arrangements. These payments will stop if and when your employment is terminated by the Company for Disability or at the end of the Term of this Agreement, whichever is earlier. Severance Benefits under this Agreement are not payable if you are terminated because of your Disability.

19. Effect of Reemployment

Your Severance Benefits will not be reduced by any other compensation you earn or could have earned from another source.

20. Successors

     20.1. Assumption Required: In addition to obligations imposed by law on a successor to the Company, during the Term of this Agreement the Company will require any successor to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same m