SCHEDULE 14A INFORMATION

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VERSAR, INC.

Payment of Filing Fee (Check the appropriate box):

      (1) Title of each class of securities to which transaction applies:

      (2) Aggregate number of securities to which transaction applies:

      (4) Proposed maximum aggregate value of transaction:

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      o Fee paid previously with preliminary materials.

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Dear Stockholder:

      You are cordially invited to attend Versar, Inc.’s Annual Meeting of Stockholders to be held at our offices, 6850 Versar Center, Springfield, Virginia 22151, on Wednesday, November 20, 2002, at 10:00 a.m. local time.

      The matters scheduled for consideration at the meeting are the election of directors and other matters described in the enclosed Proxy Statement. We will also report to you on Versar’s condition and performance, and you will have the opportunity to question management on matters that affect the interests of all stockholders.

      You can reach the offices of Versar by car, from either I-395 or I-495. From I-395: exit Edsall Road West to Backlick Road; left (south) on Backlick to Hechinger Drive; left on Hechinger Drive to Versar Center. From I-495: exit Braddock Road East to Backlick Road; right (south) on Backlick to Hechinger Drive; left on Hechinger Drive to Versar Center.

      The stockholders’ interest in the affairs of Versar is encouraged and it is important that your shares be represented at the meeting. We hope you will be with us. Whether you plan to attend or not, please complete, sign, date, and return the enclosed proxy card as soon as possible in the postpaid envelope provided. Sending in your proxy will not limit your right to vote in person or to attend the meeting, but it will assure your representation if you cannot attend. Your vote is important.

	Sincerely yours,
	Benjamin M. Rawls
	Chairman of the Board

October 15, 2002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Versar, Inc.:

      The Annual Meeting of Stockholders of Versar, Inc. (the “Company”) will be held at the Company’s offices, 6850 Versar Center, Springfield, Virginia 22151, on Wednesday, November 20, 2002, at 10:00 A.M. local time for the following purposes:

      Only stockholders of record at the close of business on September 30, 2002, will be entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

      Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement regarding the matters to be acted upon at the meeting.

	By Order of the Board of Directors,
	James C. Dobbs
	Secretary

IMPORTANT NOTICE

YOUR PROXY IS IMPORTANT

      WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE POST-PAID ENVELOPE PROVIDED.

VERSAR, INC.

PROXY STATEMENT

GENERAL

      This Proxy Statement and the enclosed proxy card are being mailed on or about October 15, 2002, to stockholders (“Stockholders”) of Versar, Inc. (“Versar” or the “Company”) in connection with the solicitation by the Board of Directors of the Company of proxies for use at the 2002 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournment or postponement thereof. The Annual Meeting will be held at 10:00 a.m. eastern standard time at the Company’s offices at 6850 Versar Center, Springfield, Virginia 22151, on November 20, 2002. Any person giving a proxy pursuant to this Proxy Statement may revoke it at any time before it is exercised at the meeting by filing with the Secretary of the Company an instrument revoking it or by delivering to the Company a duly executed proxy bearing a later date. In addition, if the person executing the proxy is present at the Annual Meeting, he or she may revoke such proxy by voting his or her shares in person. Proxies in the form enclosed, if duly signed and received in time for voting, and not revoked, will be voted at the Annual Meeting in accordance with the directions specified therein.

Record Date and Voting Rights

      Only holders of record of Versar’s Common Stock, par value $.01 per share (“Common Stock”), at the close of business on September 30, 2002 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and any adjournment(s) or postponement(s) thereof. There were 7,217,095 shares of Common Stock outstanding and entitled to vote as of the Record Date. Each share of Common Stock is entitled to one vote on all matters of business at the meeting.

      The By-laws of the Company require that the holders of a majority of the outstanding shares of the Company’s Common Stock entitled to vote at the Annual Meeting be present in person or represented by proxy in order for a quorum to exist for the transaction of business at that meeting. Abstentions and “broker non-votes” (which occur if a broker or other nominee does not have discretionary authority and has not received voting instructions from the beneficial owner with respect to the particular item) are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Assuming that a quorum is present for the Annual Meeting, then those nine nominees for director who receive the highest number of votes cast will be elected. Abstentions and broker non-votes will have no effect on the outcome of the election of directors.

      Proposals No. 2 and No. 3 must be approved by the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote thereon. For purposes of Proposals No. 2 and No. 3, abstentions are counted for purposes of calculating shares entitled to vote but are not counted as shares voting and therefore have the effect of a vote against such proposal. For purposes of Proposals No. 2 and No. 3, broker non-votes are not counted as shares eligible to vote and therefore have no effect.

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      Any proxy which is returned by a Stockholder properly completed and which is not revoked will be voted at the Annual Meeting in the manner specified therein. Unless contrary instructions are given, the persons designated as proxy holders in the accompanying proxy card (or their substitutes) will vote FOR the election of the Board of Directors’ nominees, FOR proposals 2 and 3 and in the proxy holders’ discretion with regard to all other matters. Any unmarked proxies, including those submitted by brokers (other than broker non-votes) or nominees will be voted in favor of the proposals and the nominees for the Board of Directors, as indicated in the accompanying proxy card.

      The cost of preparing, assembling and mailing all proxy materials will be borne by Versar. In addition to solicitation by mail, solicitations may be made by personal interview, telephone, and telegram by officers and regular employees of the Company or its subsidiaries, acting without additional compensation. It is anticipated that banks, brokerage houses, and other custodians, nominees, and fiduciaries will forward this material to beneficial owners of shares of Common Stock entitled to vote at the Annual Meeting, and such persons will be reimbursed for the out-of-pocket expenses incurred by them in this regard.

      The Annual Report of the Company for fiscal year 2002 (including financial statements), the Notice of Annual Meeting, this Proxy Statement, and the enclosed proxy card were initially mailed in a single envelope to holders of the Common Stock as of the Record Date on or about October 15, 2002.

Principal Shareholders

      The table below sets forth, as of September 30, 2002, the only persons known by the Company to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.

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PROPOSAL NO. 1

Nominees for Election

      The Board of Directors of the Company recommends the election of the persons named below who will be nominated to serve as directors of Versar until the fiscal year 2003 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The persons named in the accompanying proxy will vote for the election of the nominees named below unless authority is withheld. Each nominee is presently a director of the Company and has served as such for the time indicated opposite his or her name. If for any reason any of the persons named below should become unavailable to serve, an event that management does not anticipate, proxies will be voted for the remaining nominees and such other person or persons as may be designated by the Board of Directors.

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Thomas J. Shields, a director since 1996, has decided not to stand for re-election to the Board.

Committees of the Board of Directors

      The Board of Directors of Versar has standing Executive, Audit, Compensation, Nominating and Investment Committees.

      During the fiscal year 2002, the members of the Executive Committee were Mr. Rawls (Chairman), Dr. Prociv, Dr. Durfee, Dr. Markels and Mr. Hoeper. The primary duty of the Executive Committee is to act in the Board’s stead when the Board is not in session, during which time the committee possesses all the powers of the Board in the management of the business and affairs of the Company, except as otherwise limited by law.

      During fiscal year 2002, the Audit Committee, composed exclusively of non-employee directors who are independent, as defined by the American Stock Exchange listing standard, consisted of Messrs. Gallagher (Chairman), Hoeper and Galaviz. This Committee’s primary responsibilities, as defined by its written charter, are to provide oversight of the Company’s accounting and financial controls, review the scope of and procedures to be used in the annual audit, review the financial statements and results of the annual audit, and evaluate the performance of the independent accountants and the Company’s financial and accounting personnel.

      The Compensation Committee, the members of which, during fiscal year 2002, were Messrs. Shields (Chairman) and Gallagher and Ms. Hoeber, reviews and adjusts compensation paid to the President of the Company and all executive officers, and administers the Company’s cash bonus and stock option plans.

      The Nominating Committee, the members of which, during fiscal year 2002, were Dr. Prociv (Chairman), Dr. Markels and Ms. Hoeber, develops criteria for Board membership and proposes Board members who meet the criteria for the annual election of directors. The Committee also identifies potential Board members to fill vacancies which may occur between annual stockholder meetings. Stockholders may submit nominees for the Board of Directors in writing to the Nominating Committee at the Company’s Springfield office no later than June 30, 2003 for the 2003 Annual Meeting of Stockholders.

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      The Investment Committee, the members of which, during fiscal year 2002, were Messrs. Hoeper (Chairman) and Shields and Drs. Prociv and Markels, develop criteria for and review all major investments by the Company requiring substantial capital or funds.

Board and Committee Meetings

      During fiscal year 2002, the Board of Directors met seven times. The Executive Committee did not meet. The Audit Committee met seven times. The Compensation Committee met twice. The Nominating and Investments Committees did not meet. All directors of the Company attended at least 75% of all meetings of the Board and committees on which they served, except Ms. Hoeber who attended four of seven Board of Directors meetings.

Directors’ Compensation

      Beginning with fiscal year 2002, the directors’ annual fee of $3000 is paid in stock options. Each year non-qualified stock options will be granted in lieu of a cash payment on the date of the Board’s Annual Meeting. Each non-employee director will receive non-qualified options to purchase that number of shares of Common Stock calculated by dividing $3,000 by the closing price of Versar’s Common Stock on the date of the Annual Meeting and multiplying by three. The stock options will vest over a period of one year. Each director continues to be paid an attendance fee in cash of $1,000 for each meeting of the Board or of its committees where the director is physically present and of $500 for each meeting attended telephonically.

      This change in director’s compensation was adopted to more closely align directors’ interests with those of the Stockholders.

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SECURITY HOLDINGS OF MANAGEMENT

      The following table sets forth certain information regarding the ownership of Versar’s Common Stock by the Company’s directors and each executive officer named in the Summary Compensation Table, each nominee for director and the Company’s directors and executive officers as a group, as of September 30, 2002.

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Section 16(a) Beneficial Ownership Reporting Compliance

      Based upon copies of reports furnished to Versar, the Company believes that all reports required to be filed by persons subject to Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, have been timely filed, except the Form 3 for Paul J. Hoeper which was inadvertently filed late.

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EXECUTIVE COMPENSATION

Cash Compensation

      The following table sets forth information on compensation paid by Versar for services rendered in all capacities during the three fiscal years ended June 30, 2002, to the Company’s Chief Executive Officer and the four most highly compensated executive officers of the Company (collectively the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE

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Option/ SAR Grants in Last Fiscal Year

      No stock options were granted to the Named Executive Officers during the fiscal year ended June 30, 2002.

AGGREGATED OPTION/ SAR EXERCISES IN LAST FISCAL YEAR

Employment Contracts

      On November 1, 1999, the Company entered into a new Employment Agreement with Mr. Rawls for a period of fifty-one months which provides for him to serve as Chairman and Chief Executive Officer at a base salary of $100,000 plus any fringe benefits available to executive officers of the Company including participation in any incentive compensation programs which may be in effect. If Mr. Rawls’ employment is terminated during the term of the Employment Agreement, except for voluntary termination or termination for cause and, except as noted below, he will be paid $550,000 plus 12 months of fringe benefits, and any incentive compensation then due and shall be entitled to immediate vesting of all stock options. The Agreement provided that the transfer of the CEO title and duties which occurred in June 2000 would not trigger any liability of the Company. If there is a change in circumstances (change in title other than transfer of the CEO title, salary reduction, or change in geographic location) or change in control of the Company (as defined in this agreement), Mr. Rawls could terminate the agreement and upon termination be paid $550,000 lump sum plus 24 months of fringe benefits and would be entitled to immediate vesting of all stock options.

      On November 1, 1999, the Company entered into an Employment Agreement with Dr. Prociv for a period of thirty-six months which provides for him to serve as President at a base salary of $235,000 plus any fringe benefits available to executive officers of the Company including participation in any incentive compensation programs which may be in effect. If Dr. Prociv’s employment is terminated during the term of the Employment Agreement, except for voluntary termination or termination for cause and, except as noted below, he will be paid 12 months salary, fringe benefits, and any incentive compensation then due and shall be entitled to immediate vesting of all stock options. If there is a change in circumstances (change in title, salary reduction, or change in geographic location) or change in control of the Company (as defined in this

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Change in Control Agreements

      On January 30, 1999, the Company entered into Change-in-Control Severance Agreements with Lawrence W. Sinnott, Senior Vice President and Chief Financial Officer and James C. Dobbs, Senior Vice President and General Counsel, for a period of twenty-four months. In January 2001, these agreements were extended to January 31, 2004. These agreements provide that if there is a change in circumstances (change in title, salary reduction or change in geographic location) or change in control of the Company (as defined in the Agreement), Messrs. Sinnott or Dobbs could terminate their employment and upon termination receive 24 months salary, fringe benefits, and incentive compensation due and would be entitled to immediate vesting of all stock options.

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STOCK PERFORMANCE GRAPH

      The following graph and table show a comparison of the cumulative total return for the last five fiscal years on $100 invested on July 1, 1997 in Versar Common Stock, the Standard & Poor’s, 500 Stock Index and Versar’s Peer Group. The Peer Group consists of four companies: CET Environmental Services, Inc.; Duratek, Inc.; Ecology & Environment, Inc.; and Matrix Service Company. The table includes the reinvestment of dividends, where applicable. IT Group, Inc. and Sevenson Environmental Services were dropped from the peer group because they are no longer publicly traded, IT filed for bankruptcy protection and Sevenson became privately held.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Copyright© 2002, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved. www.researchdatagroup.com/ S&P.htm

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CUMULATIVE SHAREHOLDER’S RETURN TABLE

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REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

      The Compensation Committee (“Committee”) of the Board of Directors has furnished the following report on executive compensation for fiscal year 2002. The compensation decisions reported below were made in September 2001 based upon the Company’s and each executive’s performance during the fiscal year ended June 30, 2001. The Committee provides oversight of all policies under which compensation is paid to the Company’s executive officers and stock options are granted under the Company’s stock option plans. The Committee consists entirely of non-employee directors. This report does not reflect the performance of the Company or its executives for fiscal year 2002 which will be reported in next year’s Proxy Statement.

Executive Compensation Philosophies and Policies

      The Committee’s executive compensation policies are designed to provide competitive levels of compensation which integrate pay with performance, recognize individual initiative and achievements and assist the Company in attracting and retaining qualified executives. Target levels of the executive officers’ overall compensation are intended to be consistent with compensation in the Company’s industry for similar executives, but are also weighed toward rewarding performance that contribute to increases in stockholder value and enhance the Company’s long-term performance.

      The Company’s executive compensation program includes three components:

      In determining executive compensation for fiscal year 2002, the Committee took into account the performance of the Company’s stock, the financial performance of the Company and the continued revenue growth of the Company during fiscal year 2001. The performance in fiscal year 2001 was disappointing with lower operating income and impacted by a large lawsuit settlement. This resulted in significant negative earnings per share.

Compensation of Chief Executive Officer

      The Committee reviewed Dr. Prociv’s performance and his development of a new business organization. Dr. Prociv assumed the title and responsibilities of Chief Executive Officer on July 1, 2000. Dr. Prociv was compensated pursuant to his Employment Agreement described on page 11. Dr. Prociv was paid a bonus of $10,000.

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Compensation for Named Executive Officers

      Because of the satisfactory performance of the Environmental Sector units reporting to Mrs. Contos, she was given a salary increase of $8,000 and a bonus of $10,000

      Mr. Anastos, as the new head of the Architectural and Engineering Sector, was given a salary increase of $20,000, but no bonus because of his business sector’s performance.

      Mr. White, head of Corporate Marketing, came within one million dollars of the Company’s new order goals and developed a strategic plan for Versar’s new organization. He was given a salary increase of $8,000 and a bonus of $5,000.

      Mr. Dobbs, the Company’s Chief Legal Officer, was heavily involved in major litigation and corporate cost reductions. He was given a salary increase of $10,000 and a bonus of $5,000.

      No stock options were granted to Dr. Prociv and the Named Executive Officers.

Compensation Committee of the Board of Directors

Thomas J. Shields, Chairman

REPORT OF THE AUDIT COMMITTEE

      The Board’s Audit Committee consists of three non-employee directors, James L. Gallagher, as Chairman; Paul J. Hoeper; and Fernando V. Galaviz, each of whom has been determined to be independent directors under the American Stock Exchange standards. Pursuant to the Committee’s written charter, it evaluates audit performance, manages the relationship with the Company’s independent accountants and assesses policies and procedures relating to internal controls. This report relates to the activities taken by the Audit Committee in carrying out such role for the past year.

      The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Company’s management has the primary responsibility for the financial statements and reporting process, which includes the Company’s systems for internal control. In carrying out its oversight responsibilities, the Committee met with management and reviewed with management the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2002. The review included a discussion of the quality and acceptability of the Company’s financial reporting and controls, including the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.

      The Committee also reviewed with the Company’s independent accountants, who are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles, their judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Committee under generally accepted auditing standards. In addition, the Committee discussed with the independent accountants their independence from management and the Company, including the matters in their written disclosures required by the Independence Standards Board, including Standard No. 1, and received written disclosures required by that standard. The Committee held a private session with the Company’s independent auditors, Grant Thornton LLP, at which candid discussions of financial management, accounting and internal controls took place.

      The Committee meets periodically with the independent accountants to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

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      In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2002 for filing with the Securities and Exchange Commission.

      In early April, 2002, the Committee became concerned with the ability of Arthur Andersen LLP (“Andersen”), who has served as the Company’s independent accountants for fiscal years 1996 through 2001, to continue to perform its functions. The Committee directed management to monitor Andersen’s legal situation and draft a request for proposal for auditing services.

      At the Committee’s next regularly scheduled meeting, it was informed by Andersen that it would likely not be able to perform the year end audit for fiscal year 2002 because of employee defections. The Committee instructed management to contact other qualified independent accounting firms and issue a request for proposals to interested firms.

      The Committee reviewed the proposals submitted by several independent accounting firms, conducted interviews, asked for answers to written questions and the submission of a best and final offer. Based upon its review, the Committee selected and recommended to the Company’s Board of Directors that Grant Thornton LLP be appointed the Company’s independent accountant. This recommendation was approved unanimously by the Board.

      Submitted by the Audit Committee of the Board of Directors.

James L. Gallagher, Chairman

Audit Fees

      In fiscal year 2002, Versar was billed by its former independent accountant, Arthur Andersen, LLP (“Andersen”) $123,750 in fees for auditing services that included fiscal year 2001 audit and three quarterly reviews in fiscal year 2002. The fees for Grant Thornton, LLP’s (“Grant Thornton”) fiscal year 2002 audit will be paid in fiscal year 2003.

Financial Information System Design and Implementation Fees All Other Fees

      Neither Andersen nor Grant Thornton provided any information technology services in fiscal year 2002; therefore, no fees were billed for these services.

All Other Fees

      Versar was billed by its previous accountant, Andersen, $67,500 in fiscal year 2002 for other non-audit services, principally tax services and audit of the Company’s 401(k) Plan.

PROPOSAL NO. 2

      On September 11, 2002, the Board of Directors adopted, subject to the approval of the Stockholders, a 2002 Stock Incentive Plan (the “2002 Plan”) under which options to purchase the Company’s Common Stock, restricted stock and other forms of stock-based awards may be granted to such employees, Service Providers, as defined below, and directors of the Company or any of its Affiliates, as defined by the 2002 Plan, as are selected from time to time by the Administrator of the 2002 Plan.

Purpose of Proposal

      The 2002 Plan is designed to provide an incentive to employees, Service Providers and directors of Versar and its Affiliates, to encourage proprietary interest in the Company by such persons, to encourage such persons to remain in the service of the Company and its Affiliates and to attract new employees and directors with

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Summary of the 2002 Plan

      The 2002 Plan provides for the grant of options, restricted stock and other types of stock-based awards to any employee, Service Provider or director to whom a grant is approved from time to time by the Administrator. A “Service Provider” is defined for purposes of the 2002 Plan as an individual who is neither an employee nor a director of the Company or any of its Affiliates but who provides the Company or one of its Affiliates, in the opinion of the Administrator, substantial and important services. The aggregate number of shares of the Company’s Common Stock that may be issued upon exercise of options or granted as restricted stock or other stock-based awards under the 2002 Plan is 700,000. Grants of restricted stock, performance equity awards, options and stock appreciation rights in any one fiscal year to any one participant may not exceed 250,000 shares. The maximum amount of compensation that may be received by any one employee with respect to performance unit grants in any one fiscal year may not exceed $250,000. The following is a summary of certain provisions of the 2002 Plan and is qualified by reference to the complete plan, a copy of which is attached to this proxy statement as Appendix A.

          Administration of 2002 Plan

      The 2002 Plan will be administered in the discretion of the Board of Directors by a compensation committee appointed by the Board (the “Administrator”). The committee shall consist of not less than two (2) members of the Board of Directors who qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, or any successor rule or regulation, as “outside directors” for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), and as “independent” in accordance with the continued listing requirements of the American Stock Exchange or such other exchange or the Nasdaq Stock Market to the extent then explicable to the Company. The Board of Directors currently intends to appoint the existing Compensation Committee as the Administrator under the 2002 Plan.

      The Administrator shall, from time to time, at its discretion, select employees, directors and Service Providers to receive options and other awards under the 2002 Plan, determine the number of shares to be covered by any such option or included in any award and designate options as Incentive Stock Options or Nonqualified Stock Options; provided that Incentive Stock Options may be granted only to employees (including directors who are also employees). The Administrator has full power, discretion and authority to interpret, construe and administer the 2002 Plan and any part thereof, and its interpretations and constructions thereof, and the actions taken thereunder, will be final, conclusive and binding on all persons for all purposes, except as otherwise determined by the Board of Directors of the Company. The Administrator’s powers include the power to set additional terms with respect to the grant of options or other awards, determine the transferability or non-transferability of options or awards, determine a vesting schedule with respect to options or other awards (which may include performance objectives), and set such other terms, restrictions and privileges with respect to any options or other awards granted not inconsistent with the terms of the 2002 Plan. To date, no options or other awards have been granted under the 2002 Plan. No determination has yet been

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          Types of Awards

      The 2002 Plan provides for the award of:

          Options

      Options issued under the 2002 Plan will be designated as either Incentive Stock Options or Nonqualified Stock Options. Incentive Stock Options are options meeting the requirements of Section 422(b) of the Code, and Nonqualified Stock Options are options not described in Sections 422(b), 432(b) or 424(b) of the Code. Service Providers and directors (who are not also employees of the Company or one of its Affiliates) will only be eligible to receive Nonqualified Stock Options. The exercise price for any option granted under the 2002 Plan will be determined by the Administrator; provided, that, in the case of any Incentive Stock Option, the exercise price shall not be less than the Fair Market Value, as defined in the 2002 Plan, of the Company’s Common Stock on the date the option is granted, while Nonqualified Options may have an exercise price as low as fifty percent (50%) of Fair Market Value. Notwithstanding other terms of the 2002 Plan, a participant who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company or any of its Affiliates will not be eligible to receive Incentive Stock Options unless (i) the exercise price is at least equal to one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant and (ii) the Incentive Stock Option, by its terms, will not be exercisable more than five (5) years from the date of grant.

      The exercise price of an option may be paid (i) in cash, (ii) by delivery of shares of the Company’s Common Stock having a Fair Market Value equal to the aggregate exercise price which shares have been held by the option holder for at least six months, (iii) if the holder is not an executive officer or director of the Company, by delivery of a promissory note with a term of not more than five (5) years and secured by the shares purchased, (iv) through simultaneous exercise and sale of the shares acquired pursuant to a brokerage or similar arrangement, (v) any combination of the above methods or (vi) by such other means as the Administrator shall approve.

      The vesting of each option will be determined by the Administrator. In the event of a change in control of the Company, as defined in the 2002 Plan, the Administrator may in its sole discretion, without stockholder approval, either (i) accelerate the exercise dates of outstanding options or make options fully vested and exercisable, (ii) pay cash to any or all owners of options in exchange for the required cancellation of their outstanding options, or (iii) make any other adjustments or amendments to the 2002 Plan and outstanding options and substitute new options for outstanding options. To the extent any of these changes of control actions would not be permitted under the Code to apply to any Incentive Stock Option, and then such option, immediately upon the occurrence of the change of control, shall be treated for all purposes of the 2002 Plan as a Nonqualified Stock Option and shall be immediately exercisable.

      Unless otherwise determined by the Administrator that a shorter period is desirable, each Option expires on the earlier of the last day of the tenth year after the date of grant or such early date as specified by the 2002

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If an employee resigns or is discharged or terminated on account of misconduct (misconduct to be determined by the Administrator in its sole discretion in a manner consistent with the then policies of the Company) all options held by the employee will automatically terminate and will no longer be exercisable. If an employee ceases to be an employee for any reason other than those described above, such employee shall have the right to exercise outstanding options for up to three (3) months following cessation of employment. Unless the Administrator provides otherwise in connection with any grant, the exercise periods described above will apply only to the extent an option was vested and exercisable as of the date of termination.

      If a Service Provider or director who is not also an employee ceases to provide service to the Company of any of its Affiliates for reasons of death, disability or termination of service for any reason other than resignation or discharge or termination for misconduct, he or she may exercise outstanding options at any time up to six (6) months after cessation of service; provided that, unless the applicable option agreement provides otherwise, such options may be exercised only to the extent that they were exercisable at the time of such cessation of service. If a Service Provider or director (who is not an employee) is terminated through resignation or discharge or termination on account of misconduct, as determined by the Administrator in its sole discretion, all options held by such Service Provider or director shall terminate and no longer be exercisable upon notice of resignation, discharge or termination.

      During the term of an option, the option shall be exercisable only by the original option holder and shall not be assignable or transferable, unless otherwise determined by the Administrator. In the event of an option holder’s death, the option shall not be transferable, unless otherwise determined by the Administrator, other than to a designated beneficiary, by will or by the laws of descent and distribution.

          Other Stock-Based Awards

      In addition to options, the 2002 Plan provides for the grant of other forms of stock-based awards including SARs, restricted stock and performance awards.

      An SAR will entitle the holder to receive an amount equal to (or if the Administrator shall determine at the time of grant, less than) the excess of the Fair Market Value, as determined pursuant to the terms of the 2002 Plan, of a share of Common Stock on the date of exercise over the Fair Market Value of a share of Common Stock on the date the SAR was granted, multiplied by the number of shares of Common Stock with respect to which the SAR shall have been exercised. The procedures for exercise of SARs will be established by the Administrator upon grant. SARs may be granted in tandem with, in addition to, or independent of, an option or any other award under the 2002 Plan. An SAR granted in tandem with an option will entitle the holder to surrender all or part of an unexercised option to receive the amount (the “Spread”) by which the Fair Market Value on the date of exercise of a share of Common Stock subject to the unexercised option exceeds the exercise price of the option. SARs shall be for such term as the Administrator may determine not to exceed ten years. Except as provided with respect to a change of control, or in the relevant SAR award agreement, no SAR may be exercised unless the holder is at the time of exercise in the employ or service, including service as a director, of the Company and has been continuously so employed since the date of its grant. Upon the exercise of an SAR, payment may be made in cash, shares of Common Stock or any combination thereof as the Administrator shall determine; provided that for any SARs exercised on or subsequent to a change in control, payment must be made in cash.

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      Restricted stock awards may be made under the 2002 Plan as determined by the Administrator. A restricted stock award is an award of shares of Common Stock transferred to an employee, director or Service Provider subject to such terms and conditions as the Administrator deems appropriate, including, without limitation, restrictions on the sale, assignment, transfer or disposition of such shares and the requirement that the holder will forfeit such shares on termination of employment or service within a specified period of time. Such restrictions may lapse simply as a result of the passage of time while the participant remains employed by the Company or upon the attainment of certain performance objectives as determined by the Administrator. Each employee receiving a restricted stock award will be issued a stock certificate for the shares of Common Stock. The certificate will be held in custody by the Company until the restrictions on the shares have lapsed or been removed.

      If the Administrator determines that the restricted stock award is intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code, the stock will be subject to the attainment of performance objectives as set forth by the Administrator. Specific performance objectives must be established in writing no later than ninety (90) days after the commencement of the period to which the objectives relate, but in no event after the first quarter of such period. Performance objectives shall include specific targets and objectives established by the Administrator using such criteria as the Administrator chooses, including, but not limited to, earnings per share of the Company’s Common Stock, return on average stockholder’s equity, return on capital and total stockholder return.

      Generally, in order for a holder’s restricted stock award to vest, the holder must remain in the employment or service (including service as a director) of the Company or its affiliates, for the period set forth in the related award agreement, subject to any specific relief granted in any award agreement.

      Performance awards may be granted under the 2002 Plan in the form of performance equity grants or performance unit grants as determined by the Administrator. All employees, directors and Service Providers are eligible for performance awards. A performance equity grant is an award of units, with each unit being equivalent in value to one share of Common Stock, granted subject to such terms and conditions as the Administrator deems appropriate, including, without limitation, the requirement that the units be forfeited in the event that specified performance objectives are not met. A performance unit grant is an award of units, with each unit representing such monetary amount as is designated by the Administrator, granted subject to such terms and conditions as the Administrator deems appropriate, including the requirement that the units be forfeited in the event specified performance objectives are not met. In the case of a performance equity grant, the holder will be entitled to receive payment for each unit earned an amount equal to the aggregate Fair Market Value of the shares of Common Stock covered by such award upon its vesting. In the case of a performance unit grant, the participant shall be entitled to receive payment for each unit earned in an amount equal to the dollar value of each unit times the number of units earned upon vesting.

      Except as provided with respect to a change in control, upon termination of employment or service with the Company, the participant may exercise any of the awards described above to the extent the participant was entitled to exercise the award at the date of termination. In the case of death, such awards will remain exercisable for two (2) years after the date of termination. In the case of retirement, the awards will remain exercisable for twelve (12) months after the date of termination. In the case of disability, the awards will remain exercisable for six (6) months after the date of termination. Upon termination for misconduct, all outstanding awards shall immediately terminate and no longer be exercisable. Finally, upon termination for any reason not described above, awards will remain exercisable for ninety (90) days after the date of termination. The vesting of any unvested restricted stock awards shall immediately cease upon termination of employment for any reason and all unvested restricted stock awards shall be forfeited to the Company.

      None of the awards described above shall be assignable or transferable by a holder except upon death to a designated beneficiary, by will, or by the laws of descent and distribution or pursuant to a qualified domestic relations order.

      In the case of a change in control of the Company, as defined in the 2002 Plan, the Administrator may in its sole discretion, without stockholder approval, (i) provide for the vesting of outstanding awards that are

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          Amendment of 2002 Plan

      Within the limitations of the 2002 Plan, the Administrator may modify, extend or renew outstanding options or awards, or accept the cancellation of outstanding options not previously exercised, for the granting of new options in substitution therefore. Notwithstanding this power, no modification of an option or award may, without the consent of the holder, alter or impair any rights or obligations under any option or award previously granted. The Board of Directors may amend or terminate the 2002 Plan at any time; provided that no amendment shall be made without the approval of the Stockholders if such approval is required under Section 422 of the Internal Revenue Code of 1986, Rule 16b-3 under the Securities Exchange Act of 1934 or the requirements of the American Stock Exchange or such other exchange or the NASDAQ Stock Market then applicable to the Company or if such amendment would change material terms or performance goals that were previously approved by the Company’s Stockholders (unless the Board determines that approval is not necessary to avoid the loss of a deduction under the Code, such approval will not avoid such a loss of deduction or such approval is not advisable).

Certain Federal Tax Consequences

      The following is a summary of the principal federal income tax consequences generally applicable to awards under the 2002 Plan.

      The grant of an option or SAR is not expected to result in any taxable income for the recipient. The holder of an Incentive Stock Option generally will have no taxable income upon exercising the Incentive Stock Option (except that a liability may arise pursuant to the alternative minimum tax), and the Company will not be entitled to a tax deduction when an Incentive Stock Option is exercised. Upon exercising a Nonqualified Stock Option, the Optionee must recognize ordinary income equal to the excess of the Fair Market Value of the shares of Common Stock acquired on the date of exercise over the exercise price, and the Company will be entitled at that time to a tax deduction for the same amount. Upon exercising an SAR, the amount of any cash received and the Fair Market Value on the exercise date of any shares of Common Stock received are taxable to the recipient as ordinary income and deductible by the Company. The tax consequence to an Optionee upon a disposition of shares acquired through the exercise of an option will depend on how long the shares have been held and upon whether such shares were acquired by exercising an Incentive Stock Option or by exercising a Nonqualified Stock-Option or SAR. Generally, there will be no tax consequence to the Company in connection with the disposition of shares acquired under an option, except that the Company may be entitled to a tax deduction upon a disposition of shares acquired under an Incentive Stock Option before the applicable Incentive Stock Option holding periods set forth in the Code have been satisfied.

      With respect to other awards granted under the 2002 Plan that are payable either in cash or shares of Common Stock and are not subject to substantial risk of forfeiture, the holder must recognize ordinary income equal to the excess of (1) the cash or the Fair Market Value of the shares of Common Stock received (determined as of the date of such receipt) over (2) the amount (if any) paid for such shares of Common Stock by the holder of the award, and the Company will be entitled to a deduction for the same amount for the taxable year in which the participant includes the amount in income. With respect to an award that is payable in shares of Common Stock that are restricted as to transferability and subject to substantial risk of forfeiture, such as shares of restricted stock unless a special election is made pursuant to Section 83(b) of the Code, the holder of the award must recognize ordinary income equal to the excess of (1) the Fair Market Value of the shares of Common Stock received (determined as of the first time the shares become transferable or not subject to substantial risk of forfeiture, whichever occurs earlier) over (2) the amount (if any) paid for such shares of Common Stock by the holder, and the Company will be entitled at that time to a tax deduction for the same amount. If an election under Section 83(b) of the Code is made, the holder of the award must recognize ordinary income equal to the excess of (1) Fair Market Value on the date of grant over (2) the amount paid, and the Company will be entitled to a tax deduction for the taxable year of the grant.

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Vote Required

      The affirmative vote of the holders of a majority of the outstanding shares of Common Stock of the Company present, or represented, and entitled to vote at the annual meeting is required for approval of the 2002 Plan. The Board of Directors recommends a vote “FOR” the 2002 Plan and the enclosed Proxy will be so voted unless a vote against the proposal or an abstention is specifically indicated.

PROPOSAL NO. 3

      The Board of Directors considers it desirable that its appointment of the firm of Grant Thornton LLP (“Grant Thornton”) as independent accountants of the Company for fiscal year 2003 be ratified by the Stockholders. Representatives of Grant Thornton will be present at the Annual Meeting, will be given an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from the Stockholders.

      The Company’s independent accountants initially appointed for fiscal year 2002 were Arthur Andersen LLP (“Andersen”). On June 10, 2002, on recommendation of its Audit Committee, the Board of Directors dismissed Andersen as Versar, Inc.’s independent public accountants and approved the selection of Grant Thornton to serve as Versar’s independent public accountants for the current fiscal year, which ended on June 30, 2002. The change in independent public accountants was effective immediately.

      Andersen’s reports on Versar’s consolidated financial statements for each of the two most recent fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

      During each of Versar’s two most recent fiscal years, and during the interim period between June 30, 2001, and the date of Anderson’s dismissal, there were no disagreements with Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope procedure which, if not resolved to Andersen’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on our consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

      The Board of Directors recommends a vote “FOR” ratification on the appointment of Grant Thornton and the enclosed proxy will be so voted unless a vote against the proposal or an abstention is specifically indicated.

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2003 ANNUAL MEETING

      It is presently contemplated that the 2003 Annual Meeting of Stockholders will be held on or about November 19, 2003. In order for any appropriate stockholder proposal to be considered for inclusion in the proxy materials for the 2003 Annual Meeting of Stockholders, it must be received by the Secretary of the Company no later than June 17, 2003, by certified mail, return receipt requested and must comply with applicable federal proxy rules. A proposal submitted for consideration at the 2003 Annual Meeting of Stockholders subsequent to June 17, 2003 shall be considered untimely and will not be included in the Company’s proxy materials. Further, any proposals for which the Company does not receive notice on or before August 28, 2003 shall be subject to the discretionary vote of the proxy holders at the 2003 Annual Meeting of Stockholders.

OTHER MATTERS

      As of the date of this Proxy Statement, management of the Company has no knowledge of any matters to be presented for consideration at the Annual Meeting other than those referred to above. If any other matters properly come before the Annual Meeting, the persons named in the accompanying proxy intend to vote such proxy, to the extent entitled, in accordance with their best judgment.

	By Order of the Board of Directors,
	James C. Dobbs
	Secretary

October 15, 2002

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Appendix A

VERSAR, INC.

         As adopted by the Board of Directors on

VERSAR, INC.

      1. Purpose.

      The purpose of the Plan is to attract and retain persons of high caliber and potential as employees, directors and service providers of Versar, Inc. and its Affiliates, motivate and reward good performance, and encourage such employees and service providers to continue to exert their best efforts on behalf of Versar, Inc. and its affiliates. The Plan is intended to provide opportunities for stock ownership by such employees, directors and service providers in order to increase the proprietary interests in the company. This will be accomplished by providing awards to eligible individuals of nonqualified and incentive stock options and of restricted stock and other stock based awards.

      2. Definitions.

      Unless otherwise defined herein or the context otherwise requires, the capitalized terms used herein shall have the following meanings:

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      3. Effective Date.

      The Plan was adopted by the Board effective September 11, 2002, subject to the approval of the Corporation’s stockholders pursuant to Section 15 hereof. The Plan shall terminate as provided in Section 9 below.

      4. Administration.

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      5. Participation.

      6. Stock.

      The stock subject to Options and Awards granted under the Plan shall be Shares of the Corporation’s authorized but unissued or reacquired Common Stock. The aggregate number of Shares which may be issued upon exercise of Options and may be granted as Awards under the Plan shall not exceed Seven Hundred Thousand (700,000), subject to adjustment as set forth in Section 10. The number of Shares subject to Options and Awards denominated in shares of Common Stock, other than Restricted Stock Awards outstanding at any time shall not exceed the number of Shares remaining available for issuance under the

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      7. Terms and Conditions of Options.

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      8. Terms and Conditions of Awards

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      To the extent the Award is not exercised within the foregoing periods of time, the Award shall automatically terminate at the end of the applicable period of time. The vesting of unvested Restricted Stock Awards shall immediately cease and all unvested Restriction Stock Awards shall be forfeited to the Corporation upon termination of employment or service for any reason.

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      9. Term of Plan.

      Options and Awards may be granted pursuant to the Plan until the expiration of the Plan on September 11, 2012.

      10. Recapitalizations.

      Subject to any required action by stockholders, the number of Shares covered by the Plan as provided in Section 6 hereof, the number of Shares covered by each outstanding Option and the Exercise Price thereof and any Award other than Restricted Stock Awards shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Corporation.

      Subject to any required action by stockholders, if the Corporation is the surviving corporation in any merger or consolidation, each outstanding Option and Award shall pertain and apply to the securities to which a holder of the number of Shares subject to the Option or Award would have been entitled. If the Corporation is not the surviving corporation in any merger or consolidation, then, except to the extent governed by Section 12 hereof, any outstanding Options shall be fully vested and exercisable until five days prior to such merger or consolidation (but shall terminate thereafter) and all other Awards shall be fully vested to the extent subject to terms of vesting unless provisions are made in connection with such transaction for the continuance of the Plan or the assumption or the substitution for outstanding Options or Awards of new options covering the stock of a successor employer corporation, or a parent or Affiliate thereof, with appropriate adjustments as to the number and kind of shares and prices. A dissolution or liquidation of the Corporation shall cause each outstanding Option, unvested Awards and vested but unexercised Awards to terminate.

      To the extent that the foregoing adjustments relate to securities of the Corporation, such adjustments shall be made by the Administrator, whose determination shall be conclusive and binding on all persons.

      Except as expressly provided in this Section 10 or in Section 12, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation, and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option.

      The grant of an Option or Award pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

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      11. Securities Law Requirements.

      12. Change in Control.

      In the event any Change in Control of the Corporation should occur, then the Administrator may in its sole discretion, without obtaining stockholder approval, take one or more of the following actions to the extent not inconsistent with other provisions of the Plan;

      13. Amendment and Termination of the Plan.

      The Board may amend or terminate the Plan at any time, but no amendment shall be made without the approval of the stockholders of the Corporation if stockholder approval under Section 422 of the Code or Rule 16b-3 or pursuant to the requirements of any exchange or the NMS would be required or if it would change the material terms or performance goals that were previously approved by the Corporation stockholders, within the meaning of Treasury Regulation Section 1.162-27(e)(4)(vi) or successor provision (unless the Board determines that such approval is not necessary to avoid loss of a deduction under Section 162(m) of the Code, such approval will not avoid such a loss of deduction or such approval is not advisable). No amendment of the Plan or any Option or Award granted under the Plan shall impair any Optionee’s or Participant’s rights, without his or her consent, under any Option or Award theretofore granted under the Plan.

      14. Application of Funds.

      The proceeds received by the Corporation from the sale of Common Stock pursuant to the exercise of an Option or an Award will be used for general corporate purposes.

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      15. Approval of Shareholders.

      The Plan shall be subject to approval by the affirmative vote of the holders of a majority of the outstanding shares present and entitled to vote at the annual meeting of stockholders of the Corporation following the adoption of the Plan, to be held on November 20, 2002.

      16. Execution.

      To record the adoption of the Plan by the Board on                     , 2002, the Corporation has caused its authorized officers to affix the corporate name and seal hereto.

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DETACH PROXY CARD HERE

Please sign exactly as your name appears herein. If you are signing for the stockholder, please sign the stockholder’s name,
your name and state the capacity in which you are signing.

VERSAR, INC.

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 20, 2002

Solicited on Behalf of the Board of Directors

     The undersigned hereby authorizes Benjamin M. Rawls and Theodore M. Prociv, and each of them individually, with power of substitution, to vote and otherwise represent all of the shares of Common Stock of Versar, Inc. (the “Company”), held of record by the undersigned, at the Annual Meeting of Stockholders of the Company to be held at the Company’s offices, 6850 Versar Center, Springfield, Virginia, on Wednesday, November 20, 2002 at 10:00 a.m. local time, and any adjournment(s) thereof, as indicated on the reverse side hereof.

     The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement dated, in each case, October 15, 2002. All other proxies heretofore given by the undersigned to vote shares of the Company’s Common Stock are expressly revoked.

     The shares represented by this proxy will be voted as described on the reverse hereof by the Stockholder. If not otherwise directed, this proxy will be voted FOR all nominees for directors listed in proposal 1 and FOR proposals referred to in Items 2, 3 and 4 on the reverse side.

(Continued, and to be signed and dated on the reverse side)